SecProbe.io

CORRESP
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filename1.htm

Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

November 14, 2022

FILED AS EDGAR CORRESPONDENCE

Jaea Hahn, Esq.

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Response Letter to Comments on Form N-2 for Delaware Wilshire Private Markets Tender Fund (File Nos.
333-265303 and 811-23562)

Dear Ms. Hahn:

On behalf of our client, Delaware Wilshire Private
Markets Tender Fund (the “Tender Offer Fund”), this letter responds to your comments on the Tender Offer Fund’s initial
registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and Amendment No. 4 to the Tender Offer
Fund’s registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”), on Form N-2 (the
“Registration Statement”), which you provided via letter on behalf of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”). The Registration Statement was filed with the SEC on May 27, 2022 under the 1933 Act
and the 1940 Act.

Summaries of your comments and our responses thereto
on behalf of the Tender Offer Fund are provided below. Unless otherwise defined herein, capitalized terms have the same meaning as contained
in the Tender Offer Fund’s prospectus (the “Prospectus”) and/or Statement of Additional Information (the “SAI”)
included as part of the Registration Statement.

   Morgan, Lewis & Bockius llp

   1701 Market Street

   Philadelphia, PA 19103-2921

   United States

    +1.215.963.5000

     +1.215.963.5001

Jaea Hahn, Esq.

November 14, 2022

Page 2

General Comments

 1. Comment.	The filing contains some placeholders for missing disclosure/financial statements.
Please ensure that all missing information, including seed financials, an auditor’s report and accompanying consent, are included
in a pre-effective amendment responding to these comments.

Response.	The Tender Offer
Fund confirms that the above-referenced information regarding financial information will be included in a future pre-effective amendment.

 2. Comment.	The Tender Offer Fund currently has an effective registration statement on Form
N-2 under the 1940 Act only and the SAI states that the Tender Offer Fund has not commenced operations. Supplementally, please confirm
that no Tender Offer Fund Shares have been sold pursuant to that registration statement.

Response.	The Tender Offer
Fund confirms that no Tender Offer Fund Shares have been sold.

 3. Comment.	Please supplementally explain why the Tender Offer Fund is now registering under
the 1933 Act since it already has an effective registration statement under the 1940 Act.

Response.	The Tender Offer
Fund believes registering its shares under the 1933 Act is desirable and prudent from a legal, business and marketing perspective.

 4. Comment.	Please briefly discuss any exemptive relief applied for or other approvals that
may need to occur prior to any offering/sale of Tender Offer Fund Shares.

Response.	Currently, it
is not anticipated that the Tender Offer Fund will require any further exemptive relief or other approval before commencing operations.
We note that the Tender Offer Fund has previously obtained a “co-investment’ exemptive order from the SEC. See File No. 812-15119-01,
Investment Company Act Release No. 34270 (May 12, 2021) (notice) and 34296 (June 8, 2021) (order). In addition, the Tender Offer Fund
is part of ongoing discussions with the SEC staff regarding obtaining a multi-class exemptive order for the Delaware Wilshire Private
Markets Master Fund, Delaware Wilshire Private Markets Fund and the Tender Offer Fund.

Repurchase Agreement comments:

 5. Comment.	Please clearly disclose at the outset of the repurchase disclosure, and everywhere
else in the prospectus that disclosure appears about repurchase offers, that in no case will the Fund make full payment of all consideration
offered in any repurchase offer later than 65 days after the last day that shares may be tendered pursuant to the repurchase offer, except
that full payment of the 5% annual audit holdback will be made no later than 5 business days after completion of the annual audit.

 Response. The registration statement has been revised to reflect these comments.

 6. Comment.	Please explain how issuing a promissory note to tendering shareholders is consistent
with a shareholder’s legal right to obtain prompt payment of the cash consideration under rule 13e-4(f)(5). If the Fund retains
this disclosure, please disclose: (a) the purpose and any legal effect of this issuance, which appears to merely evidence an obligation
to make a cash payment which already exists under federal law; and (b) that the terms of the Promissory Note will include the Fund’s
obligation to make full cash payment under the Promissory Note no later than 65 days after the last day that shares may be tendered pursuant
to the repurchase offer, other than the 5% annual audit holdback, which will be paid in full in cash no later than 5 business days following
completion of the annual audit.

Response.	The registration
statement has been revised to remove references to the use of a promissory note.

Jaea Hahn, Esq.

November 14, 2022

Page 3

Cover Page

 7. Comment.	Please define “Shares” on the cover page since the term is used
in footnotes 1 and 2.

 Response. The Tender Offer Fund has made the requested revisions.

 8. Comment.	We note that the introductory paragraph of the cover page states the Tender
Offer Fund is a Delaware Statutory Trust registered as a non-diversified closed-end management company and defines the 1940 Act while
footnote 1 to the table defines “DWPM Fund” yet the fourth paragraph on page 2 repeats all of this information. Please review
and revise the cover page to remove duplicative disclosure and defined terms.

 Response. The Tender Offer Fund has made the requested revisions.

 9. Comment.	Please consider using the term “Auction Fund” rather than DWPM Fund
and Master Fund to avoid confusion.

Response.	The Tender Offer
Fund respectfully declines to make the requested change. The Tender Offer Fund has previously considered this option for disclosure and
chose to use the term “DWPM Fund.” The DWPM Fund is currently in operation, and the Adviser prefers to continue using the
term “DWPM” Fund for business and marketing reasons, including public name recognition.

 10. Comment.	In the fourth paragraph on page 2, the last sentence essentially repeats previous
sentence but says “solely” rather than “substantially all”. Please reconcile. If each Feeder Fund will hold substantially
all of its assets in the Master Fund, clarify what other assets the Feeder Fund will hold.

Response.	Although the
Tender Offer Fund does not believe these two sentences are inconsistent, it has reconciled the language to use the term “solely”
in both sentences. The Tender Offer Fund intends to solely invest in assets of the Master Fund; however, it may hold cash positions for
purposes of temporary defensive measures or in connection with exchanges and tender offer repurchases. The Tender Offer Fund has revised
the disclosure to clarify the Prospectus in this regard.

 11. Comment.	In the fifth paragraph on page 2, please clarify that shares of the Auction
Fund may be sold only to Eligible Investors, Tender Offer Fund Shares are sold only to current Auction Fund Shareholders through an exchange
of Shares, and, if true, that the Master Fund Shares are currently held only by the Tender Offer and Auction Funds (but may be sold to
other Eligible Investors).

Response.	The Tender Offer
Fund has made the requested revisions and clarified that shares of the Master Fund may be purchased by the Feeder Funds and other Eligible
Investors.

Jaea Hahn, Esq.

November 14, 2022

Page 4

 12. Comment.	In the fifth paragraph on page 2, please remove the date since it is unclear
what the significance of registration under the 1933 Act has for an investor and shares of the Tender Offer Fund are already registered
under the 1940 Act.

 Response. The Tender Offer Fund has deleted the referenced sentence.

 13. Comment.	Since the Tender Offer Fund will be non-traded, please revise the last two paragraphs
to include disclosure of special risks related to liquidity (e.g., there will be no secondary market for the Tender Offer Fund Shares)
and distribution sources; highlight this disclosure in bold and bullet points. Please state that the Tender Offer Fund will make periodic
repurchase offers for its securities, subject to certain conditions. Specify the anticipated frequency of repurchase offers, pricing and
repayment, and if applicable, the anticipated timing of the fund’s initial repurchase offer. Add a cross reference to those sections
of the prospectus that discuss the fund’s repurchase policies, tax and other attendant risks.

 Response. The Tender Offer Fund has made the requested revisions.

Summary of Terms

The Funds, p. 11

 14. Comment.	Supplementally, please provide an update of the status of the multiclass exemptive
application filed with the Commission.

Response.	The Tender Offer
Fund, through legal counsel, continues to work with the Division of Investment Management Chief Counsel’s office on the details
of the multiclass exemptive application. We can provide the Staff with additional information about the status via telephone call, if
that would be helpful.

Purchase, Exchange and Repurchase of
Shares, pp. 1-3

 15. Comment.	Please revise this section to emphasize how Tender Offer Fund Shares are purchased,
exchanged or repurchased rather than the Auction Fund Shares.

 Response. The Tender Offer Fund has made the requested revisions.

 16. Comment.	In the first paragraph, please clarify that Tender Offer Fund Shares are “sold”
via exchange for Auction Fund Shares. Please clarify whether an Auction Fund Shareholder may revoke their exchange of Auction Fund Shares
for Tender Offer Fund Shares.

Response.	The Tender Offer
Fund has made the requested revisions.

 1 Page references are to the marked copy of the registration statement
provided by counsel on May 31, 2022.

Jaea Hahn, Esq.

November 14, 2022

Page 5

 17. Comment.	Please briefly describe the effect a repurchase of Tender Offer Fund Shares,
included any related financings, will have on expense ratios and portfolio turnover of the Tender Offer Fund.

 Response. The Tender Offer Fund has made the requested revisions.

 18. Comment.	Please consider deleting or separating out the discussion of the Auction Fund
Shares since these are not being offered by this prospectus.

Response.	The Tender Offer
Fund has revised this section of the Prospectus by separating out the discussion of the DWPM Fund.

NFS Auction Process, pp. 3-4

 19. Comment.	Please delete or move this disclosure to a less prominent location since the
process described is how an investor may purchase Auction Fund Shares and this prospectus relates to Tender Offer Fund Shares.

Response.	The Tender Offer
Fund has made the requested revisions by moving the disclosure to a less prominent location in the Summary of Terms section of the Prospectus.

The Tender Offer Fund, pp. 4-5

 20. Comment.	Please move this section to give more prominence since the Tender Offer Fund
is the fund being offered by the prospectus.

 Response. The Tender Offer Fund has made the requested revisions.

 21. Comment.	Please briefly describe when the Tender Offer Fund expects tender offers to
occur and state whether the fund has a fundamental policy with regard to repurchases.

Response.	The Tender Offer
Fund expects tender offers to occur annually, if approved by the Board. The Tender Offer Fund does not have a fundamental policy with
regard to repurchases.

 22. Comment.	Confirm that the Tender Offer Fund does not intend to operate as an interval
fund.

Response.	The Tender Offer
Fund confirms that it does not intend to operate as an interval fund.

Transfer of Shares, p. 5

 23. Comment.	This section describes the Auction Fund; please describe the process for the
Tender Offer Fund Shares.

Response.	The Tender Offer
Fund respectfully declines to revise this section, because it already discusses the limited circumstances under which both DWPM Fund Shares
and Tender Offer Fund Shares can be transferred. Because Tender Offer Fund Shares can be obtained by exchanging DWPM Fund Shares for Tender
Offer Fund Shares, the Tender Offer Fund does not believe removing the discussion of the DWPM Fund Shares from this section would be helpful.

Investment Minimum, p. 5

Jaea Hahn, Esq.

November 14, 2022

Page 6

 24. Comment.	Please clarify what is meant by “The minimum Exchange amount is $25,000
or, if lower, all of the investor’s DWPM Fund Shares” (for example, if an investor’s account value is lower than the
minimum, are they permitted to tender all of their remaining shares).

Response.	The Tender Offer
Fund has revised this sentence as follows: The minimum Exchange amount is $25,000 or all of the investor’s DWPM Fund Shares (if
the total aggregate value of the investor’s DWPM Fund Shares is less than $25,000).

Risks

Master-Feeder Structure, p. 11

 25. Comment.	Please confirm that even though the Master Fund has received a co-investment
exemptive order, it still does not intend to currently co-invest as stated in the second sentence.

Response.	The discussion
in the “Master-Feeder Structure” section under “Summary of Terms – Risks” is focused on potential investors
in the Master Fund in addition to the Feeder Funds. The disclosure does not address the Master Fund co-investing with its affiliates.
The Tender Offer Fund confirms that while it currently has no intention to do so, the Master Fund may accept other investors into the
Master Fund (beyond the Feeder Funds), as currently stated in the Prospectus.

Non-Diversification, p. 14

 26. Comment.	Please remove the last sentence of this section which mitigates the non-diversification
risk or move it to the discussion of the Master Fund’s principal investment strategy.

Response.	The Tender Offer
Fund has deleted the sentence.

 27. Comment.	Please distinguish between non-diversification for purposes of the 1940 Act
and qualifying as a regulated investment company for purposes of Subchapter M under the Internal Revenue Code.

Response.	The Tender Offer
Fund respectfully declines to make this revision. In response to Comment 26, the Tender Offer Fund removed from this risk factor the references
to regulated investment company status under the Internal Revenue Code. Accordingly, the Tender Offer Fund respectfully declines to add
back a discussion of regulated investment company status in this section. We note qualifying as a regulated investment company for purposes
of Subchapter M under the Internal Revenue Code is discussed in the U.S. Federal Income Tax Matters section of the Prospectus, which includes
a discussion of the diversification requirements under Subchapter M.

United Kingdom Exit from EU, pp. 15-16

Jaea Hahn, Esq.

November 14, 2022

Page 7

 28. Comment.	Please explain why this is a principal risk or move to where more appropriate
such as the SAI.

Response.	The Tender Offer
Fund believes this is a principal risk factor associated with investments in companies located in the United Kingdom or the European Union.
The Master Fund may invest directly or indirectly in securities of issuers located in, or exposed to the risks of, United Kingdom or European
Union countries. Accordingly, the Tender Offer Fund believes it should disclose this risk as a principal risk factor.

Market Disruption Risk and Terrorism
Risk, p. 17

 29. Comment.	Please update to discuss recent events such as Russia’s invasion of Ukraine,
if applicable.

 Response. The Tender Offer Fund has made the requested revisions.

Natural Disaster/Epidemic Risk, p. 17

 30. Comment.	Please revise the last sentence to remove “in either case.”

 Response. The Tender Offer Fund has made the requested rev