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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07917
Wilshire
Variable Insurance Trust
(Exact name of registrant as specified in charter)
Wilshire
Variable Insurance Trust
1299 Ocean
Avenue, Suite 600
Santa Monica,
CA 90401-1085
(Address of principal executive offices) (Zip code)
Jason A.
Schwarz
Wilshire
Advisors LLC
1299 Ocean
Avenue, Suite 600
Santa Monica,
CA 90401-1085
(Name and address of agent for service)
(310) 451-3051
Registrant’s telephone number, including area
code
Date of fiscal year end: December
31, 2025
Date of reporting period: December
31, 2025
Item 1. Reports to Stockholders.
|
|
|
|
|
Wilshire Global Allocation Fund
|
|
|
Annual Shareholder Report | December 31, 2025
|
This annual shareholder report contains important information about the Wilshire Global Allocation Fund (the “Fund”) for the period of January 1, 2025, to December 31, 2025. You can find additional information about the Fund at https://www.wilshire.com/research-insights/product-literature. You can also request this information by contacting us at 1-866-591-1658.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Wilshire Global Allocation Fund
|
$49
|
0.45%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
The Global Allocation Fund returned 17.41% in 2025, outperforming the Custom Benchmark return of 15.86%. The U.S. stock market, represented by the FT Wilshire 5000 IndexSM, was up 17.13% for the past year. Sector performance was positive across all sectors with information technology (+22.81%), industrials (+18.18%) and communication services (+31.77%) leading the market. From a size perspective, FT Wilshire Small Cap IndexSM underperformed FT Wilshire Large Cap IndexSM by 9.78% for the 1-year period. Growth stocks continued to outperform Value stocks during the year. Performance results within international equity markets were positive for the year. Both Non U.S. Developed and emerging market equities outperformed U.S. equities by a significant margin. Active management faced persistant headwind as mega capitalization stocks continued to perform well relative to the rest of the equities market. Credit oriented fixed income investments such as high yield, marginally outperformed the Bloomberg U.S. Aggregate Bond Index for the year.
|
|
|
Top Contributors
|
|
↑
|
Exposure to Wilshire Large Company Growth Portfolio was the top contributor from a manager selection stand point.
|
|
|
|
Top Detractors
|
|
↓
|
Overweight exposure to fixed income was a detractor of relative returns.
|
HOW DID THE FUND PERFORM OVER THE PAST 10 YEARS?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
| Wilshire Global Allocation Fund
|
PAGE 1
|
TSR-AR-97200P868 |
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
|
|
1 Year
|
5 Year
|
10 Year
|
|
TF (without sales charge)
|
17.41
|
6.89
|
7.62
|
|
MSCI ACWI Net Total Return Index (USD)
|
22.34
|
11.19
|
11.72
|
|
Bloomberg Global Aggregate USD Hedged
|
4.86
|
0.34
|
2.39
|
|
65/35 MSCI ACWI IMI/Bloomberg Global Agg(Hedged)
|
15.86
|
7.14
|
8.42
|
Visit https://www.wilshire.com/research-insights/product-literature for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
|
KEY FUND STATISTICS (as of December 31, 2025)
|
|
|
Net Assets
|
$508,084,713
|
|
Number of Holdings
|
10
|
|
Net Advisory Fee
|
$565,158
|
|
Portfolio Turnover
|
22%
|
WHAT DID THE FUND INVEST IN? (as of December 31, 2025)
|
|
|
Top Sectors
|
(% of Net Assets)
|
|
Cash & Other
|
100.0%
|
|
|
|
Top 10 Issuers
|
(% of Net Assets)
|
|
Wilshire International Equity Fund
|
22.2%
|
|
Wilshire Income Opportunities Fund
|
18.9%
|
|
Wilshire Large Company Growth Portfolio
|
17.4%
|
|
Wilshire Large Company Value Portfolio
|
16.6%
|
|
Vanguard Total International Bond Index Fund
|
13.9%
|
|
Vanguard Mega Cap Index Fund
|
4.0%
|
|
Fidelity Emerging Markets Index Fund
|
2.0%
|
|
Vanguard Long-Term Bond Index Fund
|
2.0%
|
|
Wilshire Small Company Value Portfolio
|
1.5%
|
|
Wilshire Small Company Growth Portfolio
|
1.5%
|
For additional information about the Fund, including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://www.wilshire.com/research-insights/product-literature.
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Wilshire documents not be householded, please contact Wilshire at 1-866-591-1658, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Wilshire or your financial intermediary.
| Wilshire Global Allocation Fund
|
PAGE 2
|
TSR-AR-97200P868 |
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Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s
principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics
during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during
the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial
Expert.
The registrant’s board of [trustees/directors] has determined that
there is at least one audit committee financial expert serving on its audit committee. Mr. Matt Forstenhausler is the “audit committee
financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4.
Principal Accountant Fees and Services.
The registrant has engaged its principal
accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit
services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services”
refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax
services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
“Other services” were not provided by the principal accountant. The following table details the aggregate fees billed or expected
to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
| |
FYE
12/31/2025 |
FYE
12/31/2024 |
| (a) Audit Fees |
18,000 |
18,000 |
| (b) Audit-Related Fees |
0 |
500 |
| (c) Tax Fees |
4,000 |
4,000 |
| (d) All Other Fees |
0 |
0 |
(e)(1) The audit committee has adopted pre-approval policies and procedures
that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided
to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable
to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| |
FYE
12/31/2025 |
FYE
12/31/2024 |
| Audit-Related Fees |
0% |
0% |
| Tax Fees |
0% |
0% |
| All Other Fees |
0% |
0% |
(f) All of the principal
accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time
permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected
to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and
any other controlling entity, etc.—not sub-adviser) for the last two years.
| Non-Audit
Related Fees |
FYE
12/31/2025 |
FYE
12/31/2024 |
| Registrant |
0 |
4,000 |
| Registrant’s Investment
Adviser |
0 |
0 |
(h) The audit committee of the board of trustees/directors has considered
whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining
the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not
compromised the accountant’s independence.
(i) Not applicable
(j) Not applicable
Item 5.
Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in
Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6.
Investments.
|
(a) |
Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
Wilshire
Variable Insurance Trust
Annual
Financial Statements and Additional Information
December
31, 2025
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
SCHEDULE
OF INVESTMENTS
December
31, 2025
|
|
|
|
|
|
|
|
|
AFFILIATED
REGISTERED INVESTMENT
COMPANIES
- 78.1%
|
|
Wilshire
Income Opportunities Fund - Class Institutional(a) |
|
|
10,712,546 |
|
|
$96,091,537
|
|
Wilshire
International Equity Fund - Class Institutional(a) |
|
|
9,594,694 |
|
|
112,833,607
|
|
Wilshire
Large Company Growth Portfolio - Class Institutional(a) |
|
|
1,646,216 |
|
|
88,171,308
|
|
Wilshire
Large Company Value Portfolio - Class Institutional(a) |
|
|
3,875,503 |
|
|
84,485,956
|
|
Wilshire
Small Company Growth Portfolio - Class Institutional(a)(b) |
|
|
340,912 |
|
|
7,551,204
|
|
Wilshire
Small Company Value Portfolio - Class Institutional(a) |
|
|
297,669 |
|
|
7,751,312
|
|
TOTAL
AFFILIATED REGISTERED INVESTMENT COMPANIES
(Cost
$369,923,236) |
|
|
|
|
|
396,884,924
|
|
OTHER
OPEN-END FUNDS - 21.9%
|
|
|
|
|
|
|
|
Fidelity
Emerging Markets Index Fund |
|
|
754,083 |
|
|
10,315,862
|
|
Vanguard
Long-Term Bond Index Fund - Class Admiral |
|
|
949,920 |
|
|
10,040,652
|
|
Vanguard
Mega Cap Index Fund - Class Institutional |
|
|
41,326 |
|
|
20,459,021
|
|
Vanguard
Total International Bond Index Fund - Class Institutional |
|
|
2,428,362 |
|
|
70,543,918
|
|
TOTAL
OTHER OPEN-END FUNDS
(Cost
$111,749,086) |
|
|
|
|
|
111,359,453
|
|
TOTAL
INVESTMENTS - 100.0%
(Cost
$481,672,322) |
|
|
|
|
|
$508,244,377
|
|
Money
Market Deposit
Account
- 0.1%(c) |
|
|
|
|
|
290,849
|
|
Liabilities
in Excess of Other
Assets
- (0.1)% |
|
|
|
|
|
(450,513)
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$
508,084,713 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
|
(a)
|
Affiliated security
as defined by the Investment Company Act of 1940.
|
|
(b)
|
Non-income producing
security.
|
|
(c)
|
The U.S. Bank Money
Market Deposit Account (the “MMDA”) is a short-term vehicle in which the Fund holds cash balances. The MMDA will bear interest
at a variable rate that is determined based on market conditions and is subject to change daily. The rate as of December 31, 2025
was 3.49%. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
STATEMENT
OF ASSETS AND LIABILITIES
December 31,
2025
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments
in unaffiliated securities, at value |
|
|
$111,359,453
|
|
Investments
in affiliated securities, at value (Notes 2 and 6) |
|
|
396,884,924
|
|
Receivable
for investments sold |
|
|
320,243
|
|
Cash
- interest bearing deposit account |
|
|
290,849
|
|
Dividends
receivable |
|
|
39,946
|
|
Receivable
for fund shares sold |
|
|
2,739
|
|
Interest
receivable |
|
|
959
|
|
Prepaid
expenses and other assets |
|
|
23,798
|
|
Total
assets |
|
|
508,922,911
|
|
LIABILITIES:
|
|
|
|
|
Payable
for capital shares redeemed |
|
|
592,092
|
|
Payable
for distribution and shareholder servicing fees (Note 4) |
|
|
128,303
|
|
Payable
to Adviser (Note 3) |
|
|
54,717
|
|
Payable
for audit fees |
|
|
22,000
|
|
Payable
for fund administration and accounting fees (Note 3) |
|
|
16,126
|
|
Payable
for expenses and other liabilities |
|
|
24,960
|
|
Total
liabilities |
|
|
838,198
|
|
NET
ASSETS |
|
|
$
508,084,713 |
|
Net
Assets Consists of:
|
|
|
|
|
Paid-in
capital |
|
|
$433,738,878
|
|
Total
distributable earnings |
|
|
74,345,835
|
|
Total
net assets |
|
|
$
508,084,713 |
|
Net
assets |
|
|
$508,084,713
|
|
Shares
issued and outstanding(a) |
|
|
24,650,970
|
|
Net
asset value per share |
|
|
$20.61
|
|
Cost:
|
|
|
|
|
Investments
in unaffiliated securities, at cost |
|
|
$111,749,086
|
|
Investments
in affiliated securities, at cost (Note 6) |
|
|
369,923,236 |
|
|
|
|
|
|
(a)
|
Unlimited shares authorized.
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
STATEMENT
OF OPERATIONS
For
the Year Ended December 31, 2025
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
Dividend
income |
|
|
$3,850,735
|
|
Dividend
income from affiliated securities (Note 6) |
|
|
13,129,379 |
|
Interest
income |
|
|
11,238
|
|
Total
investment income |
|
|
16,991,352
|
|
EXPENSES:
|
|
|
|
|
Distribution
expenses (Note 4) |
|
|
1,228,159
|
|
Investment
advisory fee (Note 3) |
|
|
565,158
|
|
Trustees’
fees (Note 3) |
|
|
147,594
|
|
Legal
fees |
|
|
82,357
|
|
Fund
administration and accounting fees (Note 3) |
|
|
67,041
|
|
Other
expenses and fees |
|
|
40,436
|
|
Custodian
fees |
|
|
29,161
|
|
Audit
fees |
|
|
21,971
|
|
Reports
to shareholders |
|
|
18,086
|
|
Transfer
agent fees |
|
|
12,320
|
|
Interest
expenses (Note 5) |
|
|
1,209
|
|
Total
expenses |
|
|
2,213,492
|
|
Net
investment income |
|
|
14,777,860
|
|
REALIZED
AND UNREALIZED GAIN (LOSS) (Notes 2 and 6)
|
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
|
Unaffiliated
investments |
|
|
145,504
|
|
Affiliated
registered investment companies (Note 6) |
|
|
6,501,774 |
|
Distributions
received from affiliated securities |
|
|
29,091,834
|
|
Net
realized gain (loss) |
|
|
35,739,112
|
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
in unaffiliated securities |
|
|
4,491,370
|
|
Investments
in affiliated securities (Note 6) |
|
|
24,083,232
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
28,574,602
|
|
Net
realized and unrealized gain (loss) |
|
|
64,313,714
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
79,091,574 |
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
$14,777,860 |
|
|
$15,549,812
|
|
Net
realized gain (loss) |
|
|
35,739,112 |
|
|
23,946,907
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
28,574,602 |
|
|
10,768,828
|
|
Net
increase (decrease) in net assets from operations |
|
|
79,091,574 |
|
|
50,265,547
|
|
DISTRIBUTIONS
TO SHAREHOLDERS (Notes 2 and 8):
|
|
|
|
|
|
|
|
From
earnings |
|
|
(30,739,087) |
|
|
(8,812,931)
|
|
Total
distributions to shareholders |
|
|
(30,739,087) |
|
|
(8,812,931)
|
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
|
Shares
sold |
|
|
2,260,123 |
|
|
2,900,787
|
|
Shares
issued from reinvestment of distributions |
|
|
30,739,087 |
|
|
8,812,931
|
|
Shares
redeemed |
|
|
(50,863,748) |
|
|
(47,248,534)
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
(17,864,538) |
|
|
(35,534,816)
|
|
Net
increase (decrease) in net assets |
|
|
30,487,949 |
|
|
5,917,800
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
Beginning
of the year |
|
|
477,596,764 |
|
|
471,678,964
|
|
End
of the year |
|
|
$
508,084,713 |
|
|
$477,596,764
|
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
|
Shares
sold |
|
|
113,262 |
|
|
158,450
|
|
Shares
issued from reinvestment of distributions |
|
|
1,536,954 |
|
|
467,281
|
|
Shares
redeemed |
|
|
(2,558,959) |
|
|
(2,577,994)
|
|
Total
increase (decrease) in shares outstanding |
|
|
(908,743) |
|
|
(1,952,263) |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of year |
|
|
$18.69 |
|
|
$17.14 |
|
|
$15.49 |
|
|
$23.04 |
|
|
$22.09
|
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income(a) |
|
|
0.60 |
|
|
0.59 |
|
|
0.32 |
|
|
0.24 |
|
|
0.69
|
|
Net
realized and unrealized gain (loss)
on
investments(b) |
|
|
2.62 |
|
|
1.30 |
|
|
2.15 |
|
|
(4.55) |
|
|
1.88
|
|
Total
from investment operations |
|
|
3.22 |
|
|
1.89 |
|
|
2.47 |
|
|
(4.31) |
|
|
2.57
|
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
(0.66) |
|
|
(0.34) |
|
|
(0.22) |
|
|
(0.71) |
|
|
(0.28)
|
|
Net
realized gains |
|
|
(0.64) |
|
|
— |
|
|
(0.60) |
|
|
(2.53) |
|
|
(1.34)
|
|
Total
distributions |
|
|
(1.30) |
|
|
(0.34) |
|
|
(0.82) |
|
|
(3.24) |
|
|
(1.62)
|
|
Net
asset value, end of year |
|
|
$20.61 |
|
|
$18.69 |
|
|
$17.14 |
|
|
$15.49 |
|
|
$23.04
|
|
Total
return(c) |
|
|
17.41% |
|
|
11.03% |
|
|
16.44% |
|
|
(17.83)% |
|
|
11.84%
|
|
SUPPLEMENTAL
DATA AND RATIOS:(d)
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of year (in thousands) |
|
|
$508,085 |
|
|
$477,597 |
|
|
$471,679 |
|
|
$434,700 |
|
|
$566,770
|
|
Ratio
of expenses to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses after fee reductions and expense reimbursements, recoupment of previously waived fees and excluding fees paid indirectly |
|
|
0.45% |
|
|
0.44% |
|
|
0.44% |
|
|
0.42% |
|
|
0.40%
|
|
Ratio
of net investment income (loss) to average net assets |
|
|
3.01% |
|
|
3.21% |
|
|
1.95% |
|
|
1.27% |
|
|
2.94%
|
|
Portfolio
turnover rate |
|
|
17% |
|
|
8% |
|
|
3% |
|
|
6% |
|
|
8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
per share has been calculated based on average shares outstanding during the years. |
|
(b)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years. |
|
(c)
|
If you are an annuity
contract owner, the total returns shown do not reflect the expenses that apply to the separate account or related insurance policies through
which you invest in the Fund. The inclusion of these charges would reduce the total return figures for all periods shown. |
|
(d)
|
Ratios do not include
the income and expenses of the underlying funds in which the Fund invests. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December 31,
2025
1.
ORGANIZATION
The
Wilshire Variable Insurance Trust (the “Trust”) is an open-end, diversified management investment company registered under
the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust currently offers units of beneficial interest (shares)
in the Wilshire Global Allocation Fund (the “Fund”). The Fund operates under a fund of funds structure and at this time invests
substantially all of its assets in shares of certain underlying affiliated funds (the “Affiliated Funds”), which are mutual
funds advised by Wilshire Advisors LLC (the “Adviser”), and in shares of unaffiliated investment companies. Shares of the
Fund may only be purchased by insurance company separate accounts for certain variable insurance contracts and by plan sponsors of qualified
retirement plans.
The
investment objective of the Fund is to realize a high long-term total rate of return consistent with prudent investment risks. Total rate
of return consists of current income, which includes dividends, interest, discount accruals and capital appreciation.
2.
SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements.
These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The Fund follows accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification Topic 946, “Financial Services – Investment Companies.”
The
end of the reporting period for the Fund is December 31, 2025, and the period covered by these Notes to Financial Statements is the
fiscal year ended December 31, 2025 (the “current fiscal period”).
Use
of estimates — The preparation of financial statements in accordance with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates and those differences could be material.
Security
valuation — A security listed or traded on a domestic exchange is valued at
its last sales price on the exchange where it is principally traded. In the absence of a current quotation, the security is valued at
the mean between the last bid and asked prices on the exchange. Securities traded on National Association of Securities Dealers Automatic
Quotation (“NASDAQ”) System are valued at the NASDAQ official closing price. If there is no NASDAQ official closing price
available, the most recent bid quotation is used. Securities traded over-the-counter (other than on NASDAQ) are valued at the last current
sale price, and if there are no such sales, the most recent bid quotation is used. Investments representing shares of other open-end investment
companies, are valued at their net asset value (“NAV”) as reported by such companies. Values of debt securities are generally
reported at the last sales price if the security is actively traded. If a debt security is not actively traded, it is typically valued
by an independent pricing agent which employs methodologies that utilize actual market transactions, broker-supplied valuations, or other
methodologies designed to identify the market value for such securities. The independent pricing agent often utilizes proprietary models
that are subjective and require the use of judgment and the application of various assumptions including, but not limited to, interest
rates, repayment speeds, and default rate assumptions. Debt securities that have a remaining maturity of 60 days or less are valued at
prices supplied by the Fund’s pricing agent for such securities, if available, and otherwise are valued at amortized cost if the
Adviser’s Pricing Committee concludes it approximates fair value. When market quotations are not readily available, securities are
valued according to procedures adopted by the Board of Trustees (the “Board”) or are valued at fair value as determined in
good faith by the Adviser’s Pricing Committee, whose members include at least two representatives of the Adviser, one of whom is
an officer of the Trust. The Adviser has been named the valuation designee to implement the daily pricing and fair valuation procedures
of the Fund. Securities whose market value using the procedures outlined above do not reflect fair value because a significant valuation
event has occurred may be valued at fair value by the Adviser’s Pricing Committee in accordance with the Trust’s valuation
procedures. 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. Investments
in open-end registered investment companies are valued at the end of day NAV per share as reported by the underlying funds.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December
31, 2025(Continued)
In
accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Fund discloses the fair value
of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of
a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The guidance establishes three levels of the fair value hierarchy as follows:
|
Level 1 –
|
Unadjusted quoted prices in active markets
for identical, unrestricted assets or liabilities that the Fund has the ability to access at the measurement date; |
|
Level 2 –
|
Other significant observable inputs (including
quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and |
|
Level 3 –
|
Prices, inputs or exotic modeling techniques
which are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The
inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.
During the current fiscal period, there were no significant changes to the Fund’s fair value methodologies.
The
following is a summary of the inputs used to value the Fund’s investments as of the end of the current fiscal period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated
Registered Investment Companies |
|
|
$396,884,924 |
|
|
$— |
|
|
$— |
|
|
$396,884,924
|
|
Other
Open-End Funds |
|
|
111,359,453 |
|
|
— |
|
|
— |
|
|
111,359,453
|
|
Total
Investments |
|
|
$
508,244,377 |
|
|
$— |
|
|
$— |
|
|
$508,244,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Schedule of Investments for further disaggregation of investment categories.
The
Fund did not hold any securities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
as of the end of the current fiscal period. A reconciliation of Level 3 investments, including certain disclosures related to significant
inputs used in valuing Level 3 investments, is only presented when the Fund has over 1% of its net assets in Level 3 investments.
Russian
and Ukraine Securities — The continued hostilities between the two countries
may still result in more widespread conflict and could have a severe adverse effect on the region and the markets. Sanctions imposed on
Russia by the United States and other countries, and any sanctions imposed in the future could have additional significant adverse impact
on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and
related events.
Cash
and Cash Equivalents — Idle cash may be swept into various overnight demand
deposits and is classified as Cash and cash equivalents on the Statement of Assets and Liabilities. The Fund maintains cash in bank deposit
accounts which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business
day.
Investment
transactions and investment income — Investment transactions are recorded
on a trade date basis. Dividends, including distributions paid by affiliated and unaffiliated registered investment companies, are recorded
on the ex-dividend date. The actual tax character of income, realized gains and return of capital distributions received from affiliated
and unaffiliated registered investment companies may not be known until after the end of the fiscal year, at which time appropriate adjustments
are recorded. Realized gains and losses on investments sold are determined on the basis of identified cost. Distributions received on
securities that represent a return of capital or capital gain are reclassed as a reduction of cost of investments and/or as a realized
gain.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December
31, 2025(Continued)
Expense
policy — Expenses that are attributable to both the Fund and the Wilshire
Mutual Funds, Inc. (an affiliated investment company) are allocated across the Fund and the Wilshire Mutual Funds, Inc. based upon relative
net assets or another reasonable basis.
Distributions
to shareholders — Distributions to shareholders are recorded on the ex-dividend
date. Distributions from net investment income, if any, are declared and paid annually. The Fund’s net realized capital gains, unless
offset by any available capital loss carryforward, are distributed to shareholders annually. Additional distributions of net investment
income and net realized capital gains may be made at the discretion of the Board.
Segment
Reporting — Management has evaluated the impact of adopting ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined
each Fund operates as a single segment entity. Each Fund’s income, expenses, assets, and performance are regularly monitored and
assessed by the Funds’ president and principal executive officer, and the Funds’ treasurer and principal financial and accounting
officer, who together serve as the Chief Operating Decision Maker, using the information presented in the financial statements and financial
highlights.
3.
INVESTMENT ADVISORY AND OTHER SERVICES
The
Trust employs the Adviser to manage the investment and reinvestment of the assets of the Fund and to continuously review, oversee and
administer the Fund’s investment program.
Under
an Investment Advisory Agreement, the Fund pays to the Adviser a fee at the annual rate of 0.55% of the average daily net assets of the
first $1 billion and 0.45% on the average daily net assets greater than $1 billion of the Fund, excluding assets invested in
the Affiliated Funds.
The
Adviser has entered into an expense limitation agreement with the Fund requiring it to reduce its management fee and/or reimburse expenses
to limit annual operating expenses (excluding taxes, brokerage expenses, dividend expenses on short securities, acquired fund fees and
expenses and extraordinary expenses) to 0.50% of average daily net assets of the Fund. The agreement to limit expenses continues through
at least April 30, 2026. The Adviser may recoup the amount of any management fee reductions or expense reimbursements within three
years after the day on which the fee reduction or expense reimbursement occurred if the recoupment does not cause the Fund’s expenses
to exceed the expense limitation that was in place at the time of the fee reduction or expense reimbursement. There were no waivers or
recoupments during the current fiscal period. There are no outstanding amounts that are subject to recoupment as of the end of the current
fiscal period.
Because
the affiliated and unaffiliated registered investment companies have varied fee and expense levels and the Fund may own different proportions
of the affiliated and unaffiliated registered investment companies at different times, the amount of fees and expenses incurred indirectly
by the Fund will vary.
U.S.
Bank N.A. serves as the Trust’s custodian. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, (the
“Administrator”) serves as the Trust’s administrator and accounting agent and also serves as the Trust’s transfer
agent and dividend disbursing agent. Foreside Fund Services, LLC, serves as the Company’s principal underwriter.
Certain
officers and an interested Trustee of the Trust may also be officers or employees of the Adviser, Administrator or their affiliates. They
receive no fees for serving as officers or as an interested Trustee of the Trust.
Officers
and Trustees’ expenses — The Fund and Wilshire Mutual Funds, Inc. together
paid each Independent Trustee an annual retainer of $56,000, an annual additional retainer for each Committee chair of $12,000 and an
annual additional retainer to the Board chair of $12,000. In addition, each Independent Trustee is compensated for Board and Committee
meeting attendance in accordance with the following schedule: a quarterly Board meeting or a special in-person Board meeting fee of $6,000
for Independent Trustees and $7,000 for the Board chair; a virtual special Board meeting fee of $3,000 for Independent Trustees and $3,500
for the Board chair, and a virtual Committee meeting fee of $1,500.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December
31, 2025(Continued)
4.
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
The
Fund has adopted a Rule 12b-1 distribution and shareholder services plan (the “Distribution Plan”). Pursuant to the Distribution
Plan, the Distributor receives from the Fund a distribution and shareholder services fee computed at the annual rate of 0.25% of average
daily net assets.
5.
LINE OF CREDIT
The
Trust and the Wilshire Mutual Funds, Inc. have a $75,000,000 umbrella line of credit (the “Line”), which is uncommitted and
senior secured with U.S. Bank N.A. The Line serves as a temporary liquidity service to meet redemption requests that otherwise might require
the untimely disposition of securities. Borrowings made by the Fund are secured by the Fund’s assets. The Line has a one year term
and is reviewed annually by the Board of Directors. The Line matures, unless renewed, on January 1, 2027. Interest is charged at the prime
rate, which was 6.75% as of the end of the current fiscal period. The Fund did not have any outstanding borrowings as of the end of the
current fiscal period. The average interest rate paid during the current fiscal period, was 7.36%. During the current fiscal period, the
maximum borrowing was $411,000 on June 30, 2025 and average borrowing was $16,189. This borrowing resulted in interest expense of
$1,209.
6.
SECURITY TRANSACTIONS
During
the current fiscal period, the aggregate cost of purchases and proceeds from sales of investments, other than affiliated investments and
short-term investments, totaled $19,695,296 and $10,350,193 respectively.
Information
regarding the Fund’s investments in the Affiliated Funds during the current fiscal period, is provided in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilshire
Income Opportunities Fund - Institutional Class |
|
|
$101,536,303 |
|
|
$8,432,732 |
|
|
$(16,242,450) |
|
|
$(2,506,115) |
|
|
$4,871,067 |
|
|
$96,091,537 |
|
|
$4,490,953 |
|
|
$—
|
|
Wilshire
International Equity Fund - Institutional Class |
|
|
107,857,269 |
|
|
13,408,048 |
|
|
(27,188,531) |
|
|
2,019,580 |
|
|
16,737,241 |
|
|
112,833,607 |
|
|
3,949,720 |
|
|
9,458,330
|
|
Wilshire
Large Company Growth Portfolio - Institutional Class |
|
|
77,551,705 |
|
|
30,326,758 |
|
|
(24,676,141) |
|
|
5,261,394 |
|
|
(292,408) |
|
|
88,171,308 |
|
|
2,998,322 |
|
|
11,828,437
|
|
Wilshire
Large Company Value Portfolio - Institutional Class |
|
|
78,480,588 |
|
|
13,204,632 |
|
|
(11,094,126) |
|
|
1,586,164 |
|
|
2,308,698 |
|
|
84,485,956 |
|
|
1,520,129 |
|
|
7,184,502
|
|
Wilshire
Small Company Growth Portfolio - Institutional Class |
|
|
7,511,565 |
|
|
— |
|
|
(563,462) |
|
|
(164,437) |
|
|
767,538 |
|
|
7,551,204 |
|
|
— |
|
|
—
|
|
Wilshire
Small Company Value Portfolio - Institutional Class |
|
|
7,656,578 |
|
|
790,817 |
|
|
(692,367) |
|
|
305,188 |
|
|
(308,904) |
|
|
7,751,312 |
|
|
170,255 |
|
|
620,565
|
|
|
|
|
$380,594,008 |
|
|
$66,162,987 |
|
|
$(80,457,077) |
|
|
$6,501,774 |
|
|
$24,083,232 |
|
|
$396,884,924 |
|
|
$13,129,379 |
|
|
$29,091,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Fund currently seeks to achieve its investment objective by investing a portion of its assets in Wilshire International Equity Fund, Wilshire
Income Opportunities Fund, Wilshire Large Company Growth Portfolio, Wilshire Large Company Value Portfolio, Wilshire Small Company Growth
Portfolio, and Wilshire Small Company Value Portfolio (the “Affiliated Funds”), registered open-end management investment
companies. The Fund may redeem its investments from the Affiliated Funds at any time if the Adviser determines that it is in the best
interest of the Fund and its shareholders to do so. The performance of the Fund is directly affected by the performance of the Affiliated
Funds. As of the end of the current fiscal period, the percentage of net assets invested in the Affiliated Funds was 78.1%.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December
31, 2025(Continued)
7.
SIGNIFICANT SHAREHOLDERS
As
of the end of the current fiscal period, 99.5% of the outstanding shares of the Fund, representing 1 omnibus shareholder, were held in
the separate account of Horace Mann Life Insurance Co. through which shares of the Fund are sold.
8.
TAX INFORMATION
No
provision for federal income taxes is required because the Fund has qualified, and intends to continue to qualify, as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended, and distributes to shareholders all of its taxable net investment
income and net realized capital gains. Federal income tax regulations differ from U.S. GAAP; therefore, distributions determined in accordance
with tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes.
Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial reporting records are
not adjusted for temporary differences. The Fund is not aware of any tax positions for which it is reasonably likely that the total amounts
of unrecognized tax benefits or expenses will materially change in the next twelve months. The Fund identifies its major tax jurisdiction
as U.S. Federal.
The
Fund evaluates tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether it is “more-likely
than-not” (i.e., greater than 50%) that each tax position will be sustained upon examination by a taxing authority based on the
technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or
expense in the current year. The Fund did not record any tax provision in the current period. However, management’s conclusions
regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to,
examination by tax authorities of returns filed within the past three years and on-going analysis of and changes to tax laws, regulations
and interpretations thereof.
The
federal tax cost and unrealized appreciation (depreciation) at December 31, 2025 for the Fund is as follows:
|
|
|
|
|
|
Tax
cost of portfolio investments |
|
|
$484,931,593
|
|
Aggregate
gross unrealized appreciation |
|
|
$44,190,244
|
|
Aggregate
gross unrealized depreciation |
|
|
(20,877,460)
|
|
Net
unrealized appreciation |
|
|
$23,312,784 |
|
|
|
|
|
The
difference between the book and tax-basis cost of portfolio investments for the Fund is attributable primarily to the tax deferral of
losses on wash sales.
The
tax character of distributions paid to shareholders for the year ended December 31, 2025 and 2024 was as follows:
|
|
|
|
|
|
Ordinary
income |
|
|
$15,562,155 |
|
|
$8,812,931
|
|
Long-term
capital gains |
|
|
15,176,932 |
|
|
—
|
|
Total
|
|
|
$30,739,087 |
|
|
$8,812,931 |
|
|
|
|
|
|
|
|
For
the year ended December 31, 2025, there was no reclassification made on the Statement of Assets and Liabilities for the Fund as a
result of book to tax differences.
TABLE OF CONTENTS
Wilshire
Variable Insurance Trust
Notes
to Financial Statements
December
31, 2025(Continued)
At
December 31, 2025, the components of distributable earnings on a tax basis were as follows:
|
|
|
|
|
|
Undistributed
ordinary income |
|
|
$14,777,819
|
|
Undistributed
long-term gains |
|
|
36,255,232
|
|
Net
unrealized depreciation on investments |
|
|
23,312,784
|
|
Other
Accumulated Loss |
|
|
—
|
|
Total
accumulated losses |
|
|
$74,345,835 |
|
|
|
|
|
9.
INDEMNIFICATIONS
In
the normal course of business, the Trust enters into contracts that provide general indemnifications. The Fund’s maximum exposure
under these arrangements is dependent on claims that may be made against the Fund in the future and, therefore, cannot be estimated; however,
based on experience, the risk of material loss from such claims is considered remote.
10.
SUBSEQUENT EVENT EVALUATION
The
Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date these financial
statements were issued. Based on this evaluation, no additional disclosures and/or adjustments were required to these financial statements.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders of Wilshire Global Allocation Fund and
Board
of Trustees of Wilshire Variable Insurance Trust
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Wilshire Variable Insurance
Trust comprising Wilshire Global Allocation Fund (the “Fund”) as of December 31, 2025, the related statement of operations
for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights
for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31,
2025, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted
in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31,
2025, by correspondence with the custodian, transfer agent, and brokers; when replies were not received from brokers, we performed other
auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
We
have served as the Fund’s auditor since 2017.
COHEN
& COMPANY, LTD.
Cleveland,
Ohio
February
27, 2026
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
TAX
INFORMATION
For
the year ended December 31, 2025, the Fund designated 0.82% of ordinary distributions paid as interest-related dividends under the Internal
Revenue Code Section 871 (k)(1)(c).
The
percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue
Code Section 871 (k)(2)(c) is 0.08%.
For
the year ended December 31, 2025, the Fund designated $15,176,932 as long-term capital gain distributions.
Of
the ordinary income distributions made by the Fund, 0.00% represents the amount of the distribution which will qualify for the dividends
received deduction available to corporate shareholders.
TABLE OF CONTENTS
WILSHIRE
VARIABLE INSURANCE TRUST
ADDITIONAL
INFORMATION
INFORMATION
ON PROXY VOTING
A
description of policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, along with
the Fund’s proxy voting record relating to portfolio securities held during most recent 12-month period ended December 31,
is available at no charge, upon request by calling (866) 591-1568, by e-mailing us at http://advisor.wilshire.com or on the SEC’s
website at www.sec.gov.
INFORMATION
ON FORM N-PORT
The
Trust files its complete schedule of portfolio holdings with the SEC as of the end of the first and third quarters of each fiscal year
on Form N-PORT. The Trust Forms N-PORT are available on the SEC’s website at www.sec.gov.
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
were no changes in or disagreements with accountants during the period covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer
to information provided within financial statements.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
TABLE OF CONTENTS
WILshire
variable insurance trust
Board
Approval of Advisory Agreement
Wilshire
Variable Insurance Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as an open-end diversified management investment company, which was organized as a Delaware statutory trust under a Declaration
of Trust dated November 7, 1996. The Declaration of Trust permits the Trust to offer separate series; the Trust presently consists
of the following series, Wilshire Global Allocation Fund (the “Fund”).
During
the six months ended December 31, 2025, the Board of Trustees of the Trust (the “Board,” with the members of the Board
referred to individually as the “Trustees”) approved the renewal for an additional one-year term of the investment advisory
agreement between Wilshire Advisors LLC (“Wilshire” or the “Adviser”), the investment adviser to the Fund, and
the Trust, with respect to the Fund (the “Advisory Agreement”).
The
Advisory Agreement continues in effect from year to year provided that such continuance is specifically approved at least annually by
(i) the Board or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and, in either event,
(ii) the vote of a majority of the Trustees who are not “interested person[s],” as defined by the 1940 Act, of the Fund
(the “Independent Trustees”) casting votes at a meeting called for such purpose.
The
Board approved the renewal of the Advisory Agreement following an extensive process that concluded at the Board’s November 17,
2025 meeting (the “November Meeting”). As required by the 1940 Act, the approval was confirmed by the separate vote of
the Independent Trustees, casting votes at a meeting called for such purpose. As part of their review process, the Independent Trustees
were represented by independent legal counsel (“Independent Legal Counsel”), from whom the Independent Trustees received separate
legal advice and with whom they met separately. Independent Legal Counsel reviewed and discussed with the Independent Trustees various
key aspects of the Trustees’ legal responsibilities relating to the proposed renewal of the Advisory Agreement and advised them
of the relevant legal standards.
Information
Requested and Received
At
the direction of the Independent Trustees, Independent Legal Counsel sent a memorandum to the Adviser requesting information regarding
the Advisory Agreement to be provided to the Trustees in advance of the November Meeting.
In
response to the request for information, the Trustees received information from the Adviser regarding the factors underlying its recommendation
to approve the Advisory Agreement. In particular, the Trustees received information from the Adviser as to the Fund describing: (i) the
nature, extent and quality of services provided; (ii) the financial condition of the Adviser and its ability to provide the contracted-for
services under the applicable Advisory Agreement; (iii) the investment performance of the Fund as provided by the Adviser based upon
data gathered from the Morningstar Direct database (“Morningstar”), along with a comparison to its benchmark index; (iv) the
costs of services provided and estimated profits realized by the Adviser; (v) the extent to which economies of scale are realized
as the Fund grows; (vi) whether fee levels reflect any possible economies of scale for the benefit of Fund shareholders; (vii) comparisons
of amounts paid by other registered investment companies as provided by Wilshire based upon data gathered from Morningstar; and (viii) fall-out
benefits realized by the Adviser from its relationship with the Fund. The Independent Trustees also received a memorandum from Independent
Legal Counsel describing their duties in connection with advisory contract proposals, and they were assisted in their review by Independent
Legal Counsel.
Factors
Considered
In
connection with its deliberations regarding the proposed renewal of the Advisory Agreement, the Board considered such information and
factors as it believed to be relevant in the exercise of its business judgment. As described below, the Board considered the nature, extent
and quality of the services performed by the Adviser under the Advisory Agreement; comparative fees as provided by the Adviser; the profits
realized by the Adviser; the extent to which the Adviser realizes economies of scale as the Fund grows; and whether any fall-out benefits
are being realized by the Adviser. The Board also took into account the various materials received from the Adviser, its discussions with
management and the guidance provided by Independent Legal Counsel in private sessions at which no representatives of the Adviser were
present. In addition, as a part of its evaluation, the Board considered the assessment of performance made by the Investment Committee
(which is comprised solely of Independent Trustees), which also met on November 17, 2025 to review data on the Adviser’s performance.
Recognizing that the evaluation process with respect to the services provided by the Adviser is an ongoing one, the Board also considered
information reviewed by the Board
TABLE OF CONTENTS
WILshire
variable insurance trust
Board
Approval of Advisory Agreement(Continued)
during
the year at other Board and Board committee meetings. The Board considered the foregoing information and all materials provided in the
context of its accumulated experience governing the Fund and weighed the factors and standards discussed with Independent Legal Counsel.
In
deciding to approve the renewal of the Advisory Agreement, the Board did not identify any single factor as all-important or controlling
and each Trustee, in the exercise of his or her business judgment, may attribute different weights to the various factors. The Board based
its decision on the totality of the circumstances and relevant factors. This summary discusses the material factors and the conclusions
with respect thereto that formed the basis for the Board’s approval and does not describe all of the matters considered. However,
the Board concluded that each of the various factors referred to below favored such approval.
Based
upon its evaluation of all materials provided, and its determination that it had received sufficient information to make an informed business
decision with respect to the Advisory Agreement, the Board concluded that it was in the best interests of the Fund to approve the renewal
of the Advisory Agreement.
Nature,
Extent and Quality of Services
With
respect to the nature, extent and quality of services provided by the Adviser, the Board considered the functions currently performed
by the Adviser, noting that the Adviser performs certain administrative functions on behalf of the Fund. The Board considered the experience
and skills of the senior management leading Fund operations, the experience and skills of the key personnel performing the functions under
the Advisory Agreement and the resources made available to such personnel. In evaluating the services provided by the Adviser, the Board
also took into account that the Fund operates under a fund-of-funds structure that pursues its investment objectives by investing in underlying
funds. Thus, the Board considered the capabilities and expertise of the Adviser’s personnel responsible for implementing the Fund’s
asset allocation strategies and considered the information provided by the Adviser regarding its portfolio construction methodology, as
well as the firm’s investment oversight and risk management processes.
The
Board considered the compliance program established by the Adviser and the level of compliance maintained for the Fund. In addition, the
Board considered the regular reports it receives from the Fund’s Chief Compliance Officer regarding compliance policies and procedures
established pursuant to Rule 38a-1 under the 1940 Act. The Board also took into account information regarding the Adviser’s
disaster recovery and contingency plans and data protection safeguards, among other things.
The
Board considered the Adviser’s financial condition. In this regard, the Board reviewed, among other things, the Adviser’s
audited consolidated financial statements as of December 31, 2024, as well as information regarding the firm’s business plans.
The Board also noted the Adviser’s commitment to ensuring that sufficient resources will continue to be available in the future
for servicing the Fund.
In
connection with its evaluation of the quality of services provided by the Adviser, the Board reviewed the Fund’s annualized performance
for the one, three-, five- and ten-year periods ended September 30, 2025, as well as the relevant peer group and benchmark returns
for the same periods. In general, the Board considered performance results in light of the Fund’s investment objective, strategies
and risks, and the responsibilities of the Adviser, as disclosed in the Fund’s prospectus. As to the Adviser’s performance,
the Board noted that the Fund’s annualized returns were above the Fund’s hybrid benchmark performance for all periods reviewed
with the exception of the ten-year period. The Fund also outperformed its peer group median for all periods reviewed, ranking in the first,
first, first and second quintiles of its peer group for the one-, three, five- and ten-year periods, respectively (the first quintile
being the best performers and the fifth quintile being the worst performers).
In
evaluating the Fund’s performance metrics, the Board took into account its discussions with management throughout the year regarding
the factors that contributed to or detracted from performance, as the case may be, and considered the Adviser’s overall track record
and reputation. After reviewing the foregoing and related factors, the Board concluded that the Fund’s performance was acceptable
and supported the renewal of the Advisory Agreement.
In
addition, based on the foregoing, the Board concluded that the Adviser and its personnel were qualified to continue to serve the Fund
in such capacity and that it was satisfied with the nature, extent and quality of services provided by the Adviser to the Fund.
TABLE OF CONTENTS
WILshire
variable insurance trust
Board
Approval of Advisory Agreement(Continued)
Comparative
Fees
The
Board compared the Fund’s actual management fee paid and total expense ratio to the applicable peer group of funds, as well as the
Fund’s size relative to its peers. In considering the comparative fee and expense data provided by the Adviser, the Board noted
that although the Fund’s total expense ratio was above the peer group median, ranking in the fifth quintile, the Fund’s actual
management fee paid was below the peer group median and ranked in the first quintile of its peer group (the first quintile being the lowest
and the fifth quintile being the highest). The Board took into account the Fund’s fund-of-funds structure and noted that the management
fee is applied to assets not invested in the Wilshire Mutual Funds complex. The Board also considered that the Adviser has entered into
an expense limitation agreement with respect to the Fund.
In
addition to the foregoing, the Board took into account the Adviser’s representation that there is no duplication of fees for the
Fund and that the Adviser’s management fee principally relates to asset allocation, underlying fund selection, management of cash
flows and portfolio monitoring.
As
part of its evaluation of the Fund’s management fee, the Board considered how such fee compared to the fee charged by the Adviser
to other clients that it manages pursuant to similar investment strategies, noting that Wilshire sub-advises other asset allocation relationships
and those sub-advised funds a lower fee. In this regard, the Board considered, among other things, Wilshire’s discussion of the
significant differences in the scope of services provided to the Fund and to such sub-advised funds. The Board concluded that the information
it received demonstrated that the aggregate services provided to and specific circumstances of the Fund were sufficiently different from
the services provided to and specific circumstances of the sub-advised funds to support the difference in fees.
Based
upon all of the above, the Board concluded that the management fee for the Fund was reasonable.
Costs
of Services Provided and Profitability to Wilshire
With
respect to the costs of services provided and profitability realized by Wilshire from its relationship with the Fund, the Board reviewed
a profitability analysis and data from Wilshire, setting forth, among other things, gross revenues received by Wilshire, expenses allocated
to the Trust and the operating margin/profitability rate. In the course of its review of Wilshire’s profitability, the Board took
into account the methods used by Wilshire to determine expenses and profit. The Board considered all of the foregoing in evaluating the
costs of services provided, the profitability to Wilshire and the profitability rates presented, and concluded that the profits realized
by Wilshire were not unreasonable in comparison with the costs of providing investment advisory services to the Fund.
Economies
of Scale
The
Board considered whether there have been economies of scale with respect to the management of the Fund as Fund assets grow, whether the
Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of economies of scale. The
Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The
Board noted the Adviser’s statements, including that it believes its management fee is appropriate and that, where possible, the
Adviser has utilized common service providers across multiple funds in the complex in order to negotiate lower fees on behalf of the Fund.
As
part of its assessment of economies of scale, the Board also considered that economies of scale may be shared through a number of means,
including expense limitations and/or management fees set at competitive rates pre-assuming future asset growth. Thus, the Board considered
the size of the Fund and the competitiveness of the actual management fee paid by the Fund, as well as the Adviser’s agreement to
limit the Fund’s expenses. The Board also took into account that the management fee includes a breakpoint.
Based
upon all of the above, the Board concluded that the management fee for the Fund reflects an appropriate recognition of any economies of
scale.
Fall-Out
Benefits
The
Board considered that the Adviser may retain a portion of the Rule 12b-1 fees collected by the Fund to offset its costs for distribution
services provided to the Fund but noted that the Adviser has not historically done so. The Board also considered the Adviser’s statement
that benefits from its relationship with the Fund were primarily limited to the advisory fees paid. The Board determined that the advisory
fees were reasonable in light of any fall-out benefits.
TABLE OF CONTENTS
WILshire
variable insurance trust
Board
Approval of Advisory Agreement(Continued)
Conclusion
Based
upon all of the information considered and the conclusions reached, the Board determined that the terms of the Advisory Agreement continue
to be fair and reasonable and that the continuation of the Fund’s Advisory Agreement is in the best interests of the Fund.
|
(b) |
Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period
covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period
covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
This is included as part of the report to shareholders filed under Item 7 of this Form.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
This is included as part of the report to shareholders filed under Item 7 of this Form.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters
to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders
may recommend nominees to the registrant’s board of trustees.
Item 16. Controls and Procedures.
|
(a) |
The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant’s disclosure controls
and procedures (as defined in Rule 30a-3(c) under the |
Investment Company Act of 1940 (the “Act”)) as of a
date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under
the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are
effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported
and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b) |
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act)
that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the
Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
Not applicable
Item 19. Exhibits.
(2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities
association upon which the registrant’s securities are listed. Not Applicable
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) Any written solicitation to purchase securities under Rule
23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable to open-end investment companies.
|
(5) |
Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange
Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not
previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment
companies and ETFs. For Closed end funds: There was no change in the registrant’s independent public accountant for the period covered
by this report. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
(Registrant) |
Wilshire
Variable Insurance Trust |
|
| |
By
(Signature and Title)* |
/s/ Jason A. Schwarz |
|
| |
|
Jason
A. Schwarz President and Principal Executive Officer |
|
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
| |
By
(Signature and Title)* |
/s/ Jason A. Schwarz |
|
| |
|
Jason
A. Schwarz President and Principal Executive Officer |
|
| |
By
(Signature and Title)* |
/s/ Michael Wauters |
|
| |
|
Michael
Wauters Treasurer, Principal Financial Officer, and Principal Accounting Officer |
|
* Print the name and title of each signing officer under his or her signature.