SecProbe.io

CORRESP
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filename1.htm

Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

March 15, 2024

FILED AS EDGAR CORRESPONDENCE

    Re:
    Delaware Wilshire Private Markets Fund (File Nos. 333-249834 and 811-23561) and Delaware Wilshire Private Markets Tender Fund (File Nos. 333-265303 and 811-23562)

Dear Messrs. Worthington and Parachkevov:

On behalf of our clients, Delaware Wilshire Private
Markets Fund (the “Auction Fund”) and Delaware Wilshire Private Markets Tender Fund (the “Tender Offer Fund” and,
together with the Auction Fund, the “Funds”), this letter responds to the additional comments you provided on behalf of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) via telephone regarding the Funds’
definitive proxy statements on Schedule 14A and related materials (together, the “Proxy Materials”), which were filed with
the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940
Act”), on March 1, 2024. Below, we have briefly summarized your comments and questions, followed by our responses. Capitalized terms
not defined herein should be given the meaning provided in the Proxy Materials.

 1. Comment.	We understand a transaction is expected to close on or about April 1, 2024 whereby
(i) the Funds’ current investment adviser will be replaced by their current sub-adviser, and (ii) money from new subscriptions from
clients of a discretionary registered investment adviser (the “RIA”) will be used to repurchase the current adviser’s
shares in the Auction Fund pursuant to a tender offer to all current shareholders, including the adviser and its affiliates (the “Transaction”).
Please provide to the Staff supplementally your views as to:

(a) whether the change in the Funds’
investment adviser should be disclosed in a post-effective amendment or registration statement filed pursuant to Rule 486(a) under the
Securities Act of 1933, as amended (the “1933 Act”), that becomes effective prior to the closing of the Transaction, or whether
such information may be disclosed in a supplement to the registration statement filed under Rule 424(b)(3) under the 1933 Act.

Response.	It
has been long understood that registered investment companies may keep their registration statements current by disclosing certain information
in a supplement to their registration statements. Since at least the early 1980s, the SEC and its staff have acknowledged the widespread
industry practice of updating registration statements and disclosing new information concerning a fund via sticker or supplement. For
example, in the 1981 release re-proposing Rule 415 under the 1933 Act, in response to comments that current industry practice was to use
stickers to disclose material developments, the SEC noted that it was “aware that staff practice concerning the filing of post-effective
amendments and stickers . . . has been somewhat flexible depending on the nature of the information to be disclosed or modified and the
ability to reflect that information in a . . . sticker to the prospectus.”1

 1 See Proposing Release: Delayed or Continuous Offering
and Sale of Securities, Investment Company Act Release No. 11890 (Aug. 5, 1981).

   Morgan, Lewis & Bockius llp

   2222 Market Street

   Philadelphia, PA  19103-3007

   United States

    +1.215.963.5000

     +1.215.963.5001

Timothy Worthington, Esq.

Asen Parachkevov, Esq.

March 15, 2024

Page 2

Until 2020, closed-end funds, like the Funds,
were required to file stickers under Rule 497 of the 1933 Act, not the more flexible Rule 424. In 2020, following the Offering Reform
for Closed-end Investment Companies, closed-end funds became eligible to file stickers under Rule 424 and were no longer permitted to
use Rule 497, primarily to “avoid any confusion that might result if [closed-end] funds were permitted to file [stickers] under
both rule 424 and rule 497” and align certain registrants’ ability to use Rule 424(b) with Rule 415(a)(1)(x).2
Despite this change in rule, the decades-old legal principles and standards underpinning a fund’s ability to use a sticker to publicly
disclose pertinent information and changes to its registration statement have not been altered. In fact, in the release adopting the rule
amendments requiring closed-end funds to file stickers under Rule 424, the SEC emphasized that “[u]nder the amendment to rule 424(f),
an affected fund will be able to file any type of prospectus enumerated in rule 424(b) to update, or to include information omitted
from, a prospectus.”3

Under these long-standing principles concerning
the use of stickers, the SEC and its staff repeatedly have accepted and acknowledged the practice of disclosing changes to a registration
statement by filing a sticker instead of a post-effective amendment to a registration statement. In a 1993 release proposing to amend
the procedures by which mutual funds filed post-effective amendments, the SEC recognized stickering as “another method,”
along with filing post-effective amendments, of preventing “prospectuses from becoming stale[.]”4 In the corresponding
1994 adopting release, the SEC noted that funds “would generally inform investors of a change in the portfolio manager by means
of a ‘sticker’ to the fund’s prospectus.”5 According to the SEC, at the time such a sticker was filed,
a post-effective amendment to the registration statement would not be necessary.6

 2 See Final Rule: Offering Reform for Closed-End Investment
Companies, Investment Company Act Release No. 33836 (Aug. 1, 2020).

 3 See id. (emphasis added).

 4 See Proposing Release: Post-Effective Amendments to Investment
Company Registration Statements, Investment Company Act Release No. 18722, n.3 (Sep. 21, 1993).

 5 See Final Rule: Post-Effective Amendments to Investment
Company Registration Statements, Investment Company Act Release No. 20486, n.12 (Aug. 17, 1994).

 6 See id.

    2

Timothy Worthington, Esq.

Asen Parachkevov, Esq.

March 15, 2024

Page 3

Even material changes may, in most circumstances,
be disclosed and effectuated in supplements prior to filing a post-effective amendment or new registration statement that becomes effective
before the material change occurs. The SEC acknowledged this in the 2002 release adopting Rule 35d-1 under the 1940 Act. In that release,
the SEC said that “an investment company should update its prospectus to reflect an upcoming change in its 80% investment policy
by means of an amendment to its registration statement or a prospectus supplement or ‘sticker’ no later than the time that
it provides notice to its current shareholders of the change in policy.”7 As initially proposed, Rule 35d-1 required
shareholders to approve any change to an investment company’s 80% investment policy. Thus, a fund changing its 80% policy was permitted
to effectuate the change by filing a sticker instead of filing a post-effective registration statement that went effective prior to shareholder
approval. In addition, in the release proposing Rule 415, the SEC stated that “[m]aterial changes that can be accurately and succinctly
stated in a . . . sticker would continue to be permitted [under the proposed shelf-registration rule]” further indicating that such
changes can be effectuated in a supplement.8

Notwithstanding the above, the Funds recognize
that certain material changes that fundamentally alter the nature of an investment fund and its securities offering, may only be effectuated
through disclosure in a registration statement or post-effective amendment that becomes effective prior to the implementation of such
changes.9 For example, the SEC staff has stated that registrants may not “materially alter the nature of the fund contemplated
in the last pre-effective amendment by merely filing a Rule 497(b) or (c) prospectus that makes those material changes.”10
The example the staff provided of a fundamental alteration to the nature of the fund is where a fund “designed to invest primarily
in domestic equity securities . . . changes its investment objective and policies so that it becomes an emerging markets fund”.11
Item 34 (3)(a)(2) of Form N-2 requires a fund relying on Rule 415 under the 1933 Act to file a post-effective amendment to a registration
statement to “reflect in the prospectus any facts or events . . . which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement” (emphasis added).

 7 See Final Rule: Investment Company Names, Investment
Company Act Release No. 24828, n.19 (July 31, 2002).

 8 See Proposing Release: Delayed or Continuous Offering
and Sale of Securities, Investment Company Act Release No. 11890 (Aug. 5, 1981).

 9 See Guide 8 to Form N-2 (Nov. 20, 1992); SEC Division
of Investment Management “Dear Registrant” letter, Feb. 3, 1995.

 10 See SEC Division of Investment Management “Dear
Registrant” letter, Feb. 3, 1995.

 11 See id.

    3

Timothy Worthington, Esq.

Asen Parachkevov, Esq.

March 15, 2024

Page 4

The SEC has provided guidance on what constitutes
a “fundamental change”:

[T]he term “fundamental” is intended
to reflect current staff practice under which post-effective amendments are filed when major and substantial changes are made to information
contained in the registration statement. Material changes that can be stated . . . in a sticker will continue to be permitted. While many
variations in matters such as operating results, properties, business, product development, backlog, management and litigation
ordinarily would not be fundamental, major changes in the issuer's operations, such as significant acquisitions or dispositions, would
require the filing of a post-effective amendment. Also, any change in the business or operations of the registrant that would necessitate
a restatement of the financial statements always would be reflected in a post-effective amendment.12

In the March 3, 1982 release, the SEC also
stated its belief that “a detailed listing . . . of the situations in which post-effective amendments are appropriate [to disclose
a fundamental change] would impair the flexibility of current practice [of using stickers to disclose most changes],” which it deemed
valuable.13 Accordingly, what constitutes a fundamental change is a question of judgment by the registrant after considering
the totality of the facts as to the materiality of the supplemented information. There is no bright line test.

With respect to the Funds’ investment
adviser change as part of the Transaction, the Funds have made a reasoned determination that such change is not a fundamental change that
would materially alter the nature of the Funds, and accordingly, the Funds believe this is a change that can be disclosed and effectuated
in a supplement to the Funds’ registration statement. The Funds, in consultation with counsel, made this determination by applying
a reasonableness standard with respect to the materiality of the supplemented information. As part of its analysis of whether the investment
adviser change was a fundamental change, the Funds considered all relevant facts, including, but not limited to, the following:

 · The Funds’ sub-adviser, which will become
their new investment adviser, already manages the entire portfolio of each Fund and has done so since each Fund’s inception.

 · The Funds’ prospectus and statement of
additional information generally already contain the same information about the sub-adviser that will be disclosed when the sub-adviser
becomes the Funds’ adviser.

 · The Funds’ investment objective, strategies,
policies, restrictions and process will not change as a result of the Transaction.

 · The Funds’ portfolio managers will not
change as a result of the Transaction.

 · The Funds’ fees and expenses, including
management fees and fee waiver arrangements, will not change as a result of the Transaction.

 12 See Final Rule: Adoption of Fund of Funds Investments,
Securities Act Release No. 8713 (July 31, 2006), n. 102, (emphasis added), citing Final Rule – Adoption of Integrated
Disclosure System, Securities Act Release No. 6383 (Mar. 3, 1982) at text accompanying fn. 79-81.

 13 See id.

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Timothy Worthington, Esq.

Asen Parachkevov, Esq.

March 15, 2024

Page 5

 · The Funds’ board of trustees and officers
will not change as a result of the Transaction.

 · The Funds’ governing documents (declaration
of trust and by-laws) will not change as a result of the Transaction (except to reflect the change to the Funds’ names to remove
the reference to their current adviser).

In addition to the primary considerations
above, the Funds further took into account the following information when making its determination:

 · The anticipated change in the Funds’ investment
adviser has already been publicly disclosed in multiple Fund filings with the SEC. Specifically, the Funds filed a supplement to their
registration statement under Rule 424(b)(3) on January 31, 2024 to announce the Transaction, including the change in investment advisers
and the upcoming availability of a proxy statement for shareholders to approve a new advisory agreement. In addition, the Funds disclosed
the anticipated change of investment adviser pursuant to the Transaction in their Schedule TO tender offer filings on January 31, 2024
and February 28, 2024 and in their Definitive Proxy Statement filings on Schedule 14A on March 1, 2024.

 · The Funds currently do not have any shareholders
besides the current adviser and its affiliates.

 · The Funds are not currently being offered for
public sale formally or informally outside of the RIA’s clients participating in the Transaction, whose desire to invest its clients
in the Funds is premised on the investment sub-adviser assuming the role of the investment adviser of the Funds.

For the reasons stated above, the Funds
have determined that the Transaction is not a fundamental change that would materially alter the nature of the Funds, and accordingly,
the Funds believe this is a change that can be disclosed and effectuated in a supplement to the Funds’ registration statement. As
a result, the Funds plan on disclosing this change, once approved by shareholders, in a Rule 424B3 filing. As discussed with the Staff,
the Funds will be registering new shares pursuant to Rule 415(a)(5) and (6) prior to the end of the month, and that filing will be made
on Form N-2 pursuant to Rule 486(a), which will also disclose the investment adviser change and update the necessary disclosures.

*****

(b) whether details concerning how and whether
new subscriptions of Fund shares will be used to satisfy redemptions pursuant to a tender offer should be disclosed in a post-effective
amendment or registration statement filed pursuant to Rule 486(a) under the 1933 Act, that becomes effective prior to the closing of the
Transaction, or whether such information may be disclosed in a supplement filed under Rule 424(b)(3) under the 1933 Act.

Response.	The Funds believe
their current registration statement disclosure complies with the requirements of Form N-2 and does not need to be amended or supplemented
to disclose that new subscription money may be used to satisfy tender offer requests. Detailed information about how redemptions will
be funded or how subscription money will be used is not required by Form N-2.14 Accordingly, the Funds do not believe such
information could constitute a fundamental change that materially alters the nature of the fund such that it would be required to be disclosed
in a registration statement or post-effective amendment prior to implementation.

 14 Although Form N-2 requires disclosure of the Use of Proceeds
of an offering (see Item 7 of Form N-2), the SEC’s historical and current focus on this item has been to ensure that a fund
invested money in a timely manner (usually within three months and not later than six months) consistent with the