Delaware Wilshire Private Markets Tender Fund DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[  ] Preliminary Proxy Statement

[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[  ] Definitive Additional Materials

[  ] Soliciting Material under §240.14a-12

DELAWARE WILSHIRE PRIVATE MARKETS MASTER FUND

DELAWARE WILSHIRE PRIVATE MARKETS FUND

DELAWARE WILSHIRE PRIVATE MARKETS TENDER FUND

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[  ] Fee paid previously with preliminary materials.

[  ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DELAWARE WILSHIRE PRIVATE MARKETS MASTER FUND
DELAWARE WILSHIRE PRIVATE MARKETS FUND

DELAWARE WILSHIRE PRIVATE MARKETS TENDER FUND

One Freedom Valley Drive

Oaks, Pennsylvania 19456

March 1, 2024

Dear Shareholder,

We are writing to inform you of the upcoming joint special meeting of shareholders (the “Special Meeting”) of Delaware Wilshire Private Markets Master Fund (the “Master Fund”), Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund (the “Feeder Funds”) (the Feeder Funds and Master Fund, together, the “Funds”). At the Special Meeting, shareholders will have the opportunity to vote on an important proposal affecting the Funds. The Special Meeting will be held on March 28, 2024, at 10:00 a.m. Eastern time at the offices of SEI Investments, One Freedom Valley Drive, Oaks, PA 19456.

Each of the Funds is a closed-end management investment company organized as a Delaware statutory trust. The Feeder Funds operate as feeder funds in a master-feeder fund arrangement with the Master Fund. As feeder funds, the Feeder Funds seek to achieve their investment objective by investing substantially all of their assets in the Master Fund, which has the same investment objective as the Feeder Funds. Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Feeder Funds’ voting rights with respect to the Master Fund interests held by the Feeder Funds must be passed through to the Feeder Funds’ own shareholders. Therefore, as indicated below, you are being asked to vote on the following proposal applicable to both the Feeder Funds and the Master Fund (the “Proposal”):

To approve an investment management agreement appointing Wilshire Advisors LLC (“Wilshire”) as the investment adviser to the Master Fund and the Feeder Funds (the “New Advisory Agreement”).

The Board of Trustees of each Fund believes that the approval of the proposal is in the best interests of each Fund and its shareholders, and has unanimously approved, and recommends that you vote FOR, the Proposal.

The question and answer section that follows briefly discusses the Proposal. The Proposal will not result in changes to any Fund’s portfolio managers, contractual management fee rate or investment objective, strategy, risks or restrictions. Please review and consider the enclosed materials carefully, and then please take a moment to vote. Detailed information about the Proposal is contained in the enclosed Proxy Statement.

Your vote is important no matter how many shares you own. Voting your shares early will help prevent costly follow-up mail and telephone solicitation.

You may choose one of the following options to authorize a proxy to vote your shares (which is commonly known as proxy voting) or to vote in person at the meeting:

Mail: Complete and return the enclosed proxy card.

Internet: Access the website shown on your proxy card and follow the online instructions.

Telephone (automated service): Call the toll-free number shown on your proxy card and follow the recorded instructions.

In person: Attend the Special Meeting.

Thank you for your response and for your continued investment in the Funds.

	Sincerely,

	/s/ Michael Beattie
	Michael Beattie
	President of the Funds

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

DELAWARE WILSHIRE PRIVATE MARKETS MASTER FUND
DELAWARE WILSHIRE PRIVATE MARKETS FUND

DELAWARE WILSHIRE PRIVATE MARKETS TENDER FUND

One Freedom Valley Drive

Oaks, Pennsylvania 19456

NOTICE IS HEREBY GIVEN that a joint special meeting of the shareholders of Delaware Wilshire Private Markets Master Fund (the “Master Fund”), Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund (the “Feeder Funds”) (the Feeder Funds and Master Fund, together, the “Funds”) will be held on March 28, 2024, at 10:00 a.m. Eastern time at the offices of SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 (the “Special Meeting”).

At the Special Meeting, shareholders of the Funds will be asked to consider and vote upon the following proposal (the “Proposal”) and transact such other business as may be properly brought before the Special Meeting (and any adjournments or postponements thereof):

•

The Master Fund and the Feeder Funds operate pursuant to a master-feeder structure in which the Feeder Funds invest substantially all of their assets in the Master Fund. As a shareholder of the Master Fund, each Feeder Fund has been asked to vote on the proposal described in this proxy statement as it relates to the Master Fund. Pursuant to relevant provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), each Feeder Fund must (i) pass through to the Feeder Fund’s own shareholders voting rights with respect to the interest in the Master Fund that the Feeder Fund holds and (ii) vote its interest in the Master Fund in accordance with the voting instructions of the Feeder Fund’s shareholders. As a result, in addition to your vote on this proposal as it relates to the Feeder Funds, the Board of each of the Feeder Funds needs, and you are being asked to provide, your voting instructions on this matter as they relate to how each Feeder Fund should vote its interest in the Master Fund.

The Proposal is discussed in greater detail in the enclosed joint proxy statement. Please read the joint proxy statement carefully for information concerning the Proposal. The enclosed materials contain this Notice of Joint Special Meeting of Members (the “Notice”), the joint proxy statement and proxy card(s)/voting instruction form(s). A proxy card/voting instruction form is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the applicable Fund. If you complete, sign and return the proxy card(s)/voting instruction form(s), we will vote the card(s)/form(s) as you indicated. If you simply sign, date and return the enclosed proxy card(s)/voting instruction form(s), but do not specify a vote, your proxy will be voted FOR the Proposal.

Shareholders of record of the Funds at the close of business on the record date, January 26, 2024, are entitled to notice of the proxy solicitation and to vote at the Special Meeting and any adjournments or postponements thereof.

	By Order of the Board of Trustees,

	/s/ Michael Beattie
	Michael Beattie
	President of the Funds

TABLE OF CONTENTS

NOTICE OF SPECIAL MEETING	4
PROXY STATEMENT	7
QUESTIONS AND ANSWERS	9
PROPOSAL: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT WITH WILSHIRE ADVISORS LLC	11
ADDITIONAL INFORMATION	19

PROXY STATEMENT

March 1, 2024

DELAWARE WILSHIRE PRIVATE MARKETS MASTER FUND
DELAWARE WILSHIRE PRIVATE MARKETS FUND

DELAWARE WILSHIRE PRIVATE MARKETS TENDER FUND

One Freedom Valley Drive

Oaks, PA 19456

This Proxy Statement is being provided to you on behalf of the Boards of Trustees (collectively, the “Board”) of Delaware Wilshire Private Markets Master Fund (the “Master Fund”), Delaware Wilshire Private Markets Fund and the Delaware Wilshire Private Markets Tender Fund (together, the “Feeder Funds”) (the Feeder Funds and Master Funds together, the “Funds”), in connection with the Funds’ solicitation of their shareholders’ proxies for use at a special joint meeting of shareholders of the Funds on March 28, 2024, at 10:00 a.m. Eastern time at the offices of SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 (the “Special Meeting”).

The Feeder Funds operate as feeder funds in a master-feeder fund arrangement with the Master Fund. Each of the Funds is a closed-end management investment company organized as a Delaware statutory trust. Pursuant to the master-feeder fund arrangement, each of the Feeder Funds seeks to achieve its investment objective by investing substantially all of its assets in the Master Fund, which has the same investment objective as the Feeder Funds.

As a shareholder of the Master Fund, each Feeder Fund has been asked to vote on the proposal described in this proxy statement as it relates to the Master Fund. Pursuant to relevant provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), each Feeder Fund must (i) pass through to the Feeder Fund’s own shareholders voting rights with respect to the interest in the Master Fund that the Feeder Fund holds and (ii) vote its interest in the Master Fund in accordance with the voting instructions of the Feeder Fund’s shareholders. As a result, in addition to your vote on this proposal as it relates to the Feeder Funds, the Board of each of the Feeder Funds needs, and you are being asked to provide, your voting instructions on this matter as they relate to how each Feeder Fund should vote its interest in the Master Fund.

As of January 26, 2024, Delaware Wilshire Private Markets Fund owned 99.9% of the Master Fund and Delaware Wilshire Private Markets Tender Fund owned 0.1% of the Master Fund.

Delaware Management Company, a series of Macquarie Investment Management Business Trust (“Macquarie”), currently serves as the investment adviser to the Funds. Wilshire Advisors LLC (“Wilshire”) currently serves as the sub-adviser to the Funds.

You are being asked to vote on the following proposal applicable to both the Feeder Funds and the Master Fund (the “Proposal”):

To approve an investment management agreement appointing Wilshire as the investment adviser to the Master Fund and the Feeder Funds (the “New Advisory Agreement”).

We anticipate that the notice of Special Meeting of shareholders, this Proxy Statement, and the proxy card (collectively, the “Proxy Materials”) will be mailed to shareholders beginning on or about March 1, 2024.

Please read the Proxy Statement before voting on the Proposal. If you need additional copies of this Proxy Statement or the proxy card, please contact EQ Fund Solutions toll-free at (877) 361-7971 or in writing at 48 Wall Street, 22^nd Floor, New York, NY 10005. Additional copies of this Proxy Statement will be delivered to you promptly upon request. To obtain directions to attend the Special Meeting, please call (877) 361-7971. Shareholders of record of the Funds at the close of business on the record date, January 26, 2024 (the “Record Date”), are entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. As of the Record Date, the Funds have the following number of shares outstanding:

Fund	Shares Outstanding as of the Record Date
Delaware Wilshire Private Markets Master Fund	2,849,292.74
Delaware Wilshire Private Markets Fund	2,619,844.72
Delaware Wilshire Private Markets Tender Fund	8,613.26

Each full share entitles its holder to one vote at the Special Meeting. Each Fund’s shareholders will vote separately on the Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 28, 2024

The Notice of Special Meeting and Proxy Statement are available at: https://vote.proxyonline.com/delaware/docs/DelawareWilshire2024.pdf

Questions and Answers

We encourage you to read the full text of the enclosed Proxy Statement, but, for your convenience, we have provided a brief overview of the Proposal.

Why am I receiving this Proxy Statement?

You are receiving this Proxy Statement because you were a shareholder of one or both of the Feeder Funds on the Record Date and, therefore, have the right to vote on an important Proposal concerning the Funds.

What is the Proposal about?

You are being asked to approve the New Advisory Agreement among the Feeder Funds, the Master Fund, and Wilshire, appointing Wilshire as the investment adviser of the Funds. Wilshire currently serves as the sub-adviser to the Funds pursuant to a sub-advisory agreement dated January 8, 2021. Macquarie currently serves as the investment adviser to the Funds. If the Proposal is approved (subject to certain conditions), Macquarie will resign as investment adviser to the Funds effective immediately prior to the opening of business on April 1, 2024 pursuant to its investment advisory agreement with the Funds, the sub-advisory agreement with Wilshire (the “Existing Advisory Agreements”) will be terminated and the New Advisory Agreement will become effective immediately as of the opening of business on April 1, 2024, at which time Wilshire will become investment adviser to the Funds. Under the 1940 Act, the New Advisory Agreement cannot take effect for the Funds unless it is approved by a majority of the shareholders of the Funds (as defined under the 1940 Act).

What effect will the New Advisory Agreement have on the Funds compared to the Existing Advisory Agreements?

The terms and conditions, including the total advisory fees, will be substantially the same between the Existing Advisory Agreements and the New Advisory Agreement, except that Wilshire will be the sole investment adviser to the Funds, and there will be no sub-adviser. The commencement and termination dates of the New Advisory Agreement will be different, and the New Advisory Agreement will be modified to remove references to Macquarie.

Why is the Board recommending the approval of the New Advisory Agreement?

The Proposal follows a strategic review by Macquarie of its business interests and the ongoing viability of the Funds, during which Macquarie considered various options for the Funds. Macquarie, Wilshire and the Board believe that the Proposal, and approval of the New Advisory agreement, will permit shareholders to continue their investment in the Funds and continue to participate in an investment program with the same investment objectives, strategies and portfolio management team. Accordingly, the Board believes that the approval of the New Advisory Agreement is in the best interests of the Funds and their shareholders. If the Proposal is approved (subject to certain conditions), Macquarie will resign as the Funds’ investment adviser, and Wilshire will be the Funds’ new investment adviser. Wilshire and the Board do not believe there will be any reduction in the level or quality of services that the Funds will receive with Wilshire as the sole investment adviser, compared to the services the Funds currently receive from Macquarie and Wilshire.

As part of Wilshire becoming the sole investment adviser to the Funds, each Fund is simultaneously conducting a tender offer to its shareholders the primary purpose of which is to allow shareholders, including an affiliate of Macquarie, to redeem from the Funds prior to Wilshire becoming the sole investment adviser. As part of this tender offer process, an affiliate of Macquarie, the largest shareholder of the Funds, intends to request the Funds repurchase all of its shares in the tender offer. If all of these shares are not repurchased, Macquarie will not resign as the Funds’ investment adviser and Macquarie will remain the Funds’ investment adviser and Wilshire will remain the Funds’ investment sub-adviser under the Existing Advisory Agreements regardless of whether the Proposal is approved. The Funds currently expect that sufficient new subscriptions for shares will be received by the Funds in order to enable the Funds to fully redeem Macquarie’s shares in the Funds.

Who will pay for the proxy solicitation and related legal costs?

Wilshire will pay for the proxy solicitation and related legal costs, including the printing and mailing of the Proxy Statement and related materials. The estimated costs for preparing, printing, and mailing the Proxy Statement and soliciting shareholder votes will be approximately $40,000.

What will happen if Shareholders do not approve the Proposal?

Approval of the Proposal requires the vote of a majority of the outstanding shares of each Fund, as defined under the 1940 Act. If shareholders do not approve the Proposal with respect to a Fund, Macquarie will continue to serve as the Fund’s investment adviser pursuant to the existing investment advisory agreement dated September 11, 2020 and Wilshire will continue to serve as the Fund’s investment sub-advisor pursuant to the existing sub-advisory agreement dated January 8, 2021. The Board will take such action as it deems necessary and in the best interests of the Funds and its shareholders, which may include re-submitting the New Advisory Agreement to shareholders for approval.

Each Fund will each vote separately on the Proposal applicable to such Fund. This means that approval of the New Advisory Agreement by shareholders of one Fund is not contingent upon approval of the New Advisory Agreement by shareholders of the other Funds. However, in practice, given that the Feeder Funds own approximately 100% of the Master Fund and each Feeder Fund is passing through to the Feeder Fund’s own shareholder voting rights with respect to the interest in the Master Fund it holds and voting its Master Fund interest in accordance with the voting instructions of the Feeder Fund’s shareholders, it is unlikely there will be a different result between the Feeder Funds and the Master Fund.

PROPOSAL:
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
WITH WILSHIRE ADVISORS LLC

Shareholders of each Fund are being asked to approve the New Advisory Agreement appointing Wilshire as the investment adviser of the Funds.

Existing Advisory Agreements

The New Advisory Agreement would replace the Existing Advisory Agreements, which appointed Macquarie as the investment adviser of the Funds and appointed Wilshire as the sub-adviser to the Funds. Macquarie was first appointed investment adviser to the Funds pursuant to an investment advisory agreement dated September 11, 2020, which agreement was initially approved by the Funds’ sole initial shareholder and the Board for a two-year term on March 19, 2020 and has been renewed by the Board annually after the initial term pursuant to the terms of that agreement. Wilshire has served as sub-adviser to the Funds since the inception of the Funds. The current sub-advisory agreement between Macquarie and Wilshire is dated January 8, 2021 and was approved by the Board and by the Funds’ shareholders, and has been renewed by the Board annually after the initial term pursuant to the terms of that agreement. The Board of the Funds most recently renewed the Existing Advisory Agreements at a Board meeting on June 21-22, 2023.

The Existing Advisory Agreements provide for the following fees:

Fund	Advisory Fee Rate (Payable to Macquarie)	Sub-Advisory Fee Rate (Payable to Wilshire by Macquarie from its Advisory Fee)
Delaware Wilshire Private Markets Master Fund	1.25%	0.50%
Delaware Wilshire Private Markets Fund	0%	0%
Delaware Wilshire Private Markets Tender Fund	0%	0%

As disclosed in the Funds’ prospectuses, Macquarie has contractually agreed to waive fees and/or to reimburse expenses to the extent necessary to keep each Feeder Fund’s total operating expenses from exceeding 2.50% of the Fund’s average daily net assets until August 1, 2024 (“Expense Waiver”), subject to certain excluded expenses. After giving effect to the Expense Waiver, the Funds paid the following advisory fees with respect to the most recent fiscal year ended March 31, 2023:

Fund	Net Advisory Fees Paid
Delaware Wilshire Private Markets Master Fund	$0
Delaware Wilshire Private Markets Fund	$0
Delaware Wilshire Private Markets Tender Fund	$0

Background and Rationale for Appointment of Wilshire

The Proposal follows a strategic review by Macquarie of its business interests and the ongoing viability of the Funds, during which Macquarie considered various options for the Funds. After discussions among the relevant parties, Macquarie, Wilshire and the Board believe that the Proposal, and approval of the New Advisory agreement, is the best option for the Funds and its shareholders as it will permit shareholders to continue their investment in the Funds and continue to participate in an investment program with the same investment objectives, strategies and portfolio management team. Further, Wilshire and the Board do not believe there will be any reduction in the level or quality of services that the Funds will receive with Wilshire as the sole investment adviser, compared to the services the Funds currently receive from Macquarie and Wilshire.

As part of Wilshire becoming the sole investment adviser to the Funds, each Fund is simultaneously conducting a tender offer to its shareholders the primary purpose of which is to allow shareholders, including an affiliate of Macquarie, to redeem from the Funds prior to Wilshire becoming the sole investment adviser. As part of this tender offer process, an affiliate of Macquarie, the largest shareholder of the Funds, intends to request the Funds repurchase all of its shares in the tender offer. The Funds expect that the cash needed to satisfy the repurchase of the tendered shares will be provided by a combination of new subscriptions for shares of the Funds by clients of an unaffiliated investment adviser and by Wilshire.

The Board believes that each Fund’s tender offer is in the best interests of the Funds and their shareholders based on discussions with, and information provided by, Macquarie regarding the ongoing viability of the Funds and Wilshire regarding the expectation that new subscriptions for shares of the Funds will be received in an amount sufficient to fully redeem Macquarie’s interest in the Fund without a material impact on the Master Fund’s portfolio. Further, the Board believes it is in the best interests of the Funds and their shareholders to conduct the tender offer to provide shareholders with the option to redeem from the Funds prior to Wilshire becoming the sole investment adviser.

If the proposal is approved, and subject to certain conditions including the full repurchase of shares of the Funds held by the affiliate of Macquarie, Macquarie will resign as investment adviser to the Funds effective immediately prior to the opening of business on April 1, 2024, and Wilshire will become investment adviser to the Funds effective immediately as of the opening of business on April 1, 2024.

The New Advisory Agreement and Comparison of the Existing Advisory Agreement and the New Advisory Agreement

The New Advisory Agreement is substantially identical to the existing investment advisory agreement for Macquarie (the “Macquarie Advisory Agreement”), except for references to Macquarie. Importantly, the proposed New Advisory Agreement does not change any Fund’s contractual advisory fee rate. The contractual advisory fee rate is shown above. In addition, Wilshire has committed to continuing the Funds’ Expense Waiver, discussed above, until at least March 29, 2025.

The terms of the New Advisory Agreement are summarized below, and any material differences between the Macquarie Advisory Agreement and the New Advisory Agreement are described below. Please also review the complete text of the New Advisory Agreement, which is attached as Appendix A. The form of the New Advisory Agreement is marked to show the changes from the Macquarie Advisory Agreement.

Fees. There would be no change in the investment advisory fees payable by the Funds to the Adviser under the proposed New Advisory Agreement. The advisory fee rates are shown in the table above. The investment advisory fee is paid at the Master Fund level; no advisory fee is paid by the Feeder Funds. In addition, Wilshire has committed to continuing the Funds’ Expense Waiver, discussed above, until at least March 29, 2025.

Investment Advisory Services. There would be no practical change in the investment advisory services provided to the Funds by Wilshire under the proposed New Advisory Agreement. The proposed New Advisory Agreement and the Macquarie Advisory Agreement require Wilshire (via delegation by Macquarie pursuant to the Macquarie Advisory Agreement) to manage the assets and liabilities of the Funds and to manage the day-to-day business and affairs of the Funds, subject to the oversight of the Board and Macquarie. The only difference is that Wilshire currently manages the Funds subject to the supervision of Macquarie, and, if the Proposal is approved, and subject to certain other conditions, Macquarie will resign as the investment adviser to the Funds.

Duration and Termination. The New Advisory Agreement will become effective upon the approval of the Proposal by the Funds’ shareholders. The New Advisory Agreement has the same duration and termination provisions as the Macquarie Advisory Agreement. The New Advisory Agreement, like the Macquarie Advisory Agreement, will remain in effect for an initial period of two years, unless sooner terminated. After the initial two-year period, continuation of the New Advisory Agreement from year to year is subject to annual approval by the Board, including at least a majority of the Independent Trustees.

The New Advisory Agreement may be terminated by the Funds, without the payment of any penalty, by (i) by a vote of the Board or (ii) with respect to the Funds, upon the affirmative vote of a majority of the outstanding voting securities of the Funds. It may also be terminated at any time upon not more than 60 days’ written notice by the Wilshire, without the payment of any penalty, and shall automatically terminate in the event of its assignment.

Brokerage Policies. The New Advisory Agreement, like the Macquarie Advisory Agreement, authorizes Wilshire (via delegation by Macquarie pursuant to the Macquarie Advisory Agreement) to select the brokers or dealers that will execute the purchases and sales of securities of the Fund (if any) and directs Wilshire to seek for the Funds the most favorable execution and net price available under the circumstances. Wilshire may cause the Funds to pay a broker a commission more than that which another broker might have charged for effecting the same transaction, in recognition of the value of the brokerage and research and other services provided by the broker to Wilshire.

Payment of Expenses. Under the New Advisory Agreement, like the Macquarie Advisory Agreement, Wilshire, as investment adviser, agrees to bear all of its expenses in connection with the performance of its services under the New Advisory Agreement, including provision of personnel, office space, and equipment reasonably necessary to provide investment advisory services to the Funds.

Limitations of Liability. There would be no change in the provisions regarding limitation of liability under the proposed New Advisory Agreement as compared to the Macquarie Advisory Agreement. The proposed New Advisory Agreement provides that, in the absence of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under the Agreement, the adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholders in connection with the matters to which the agreement relates.

Use of Names. The New Advisory Agreement grants a license to the Funds to use Wilshire’s name under certain circumstances. The Macquarie Advisory Agreement also provided the Funds with a license to use Macquarie’s name under certain circumstances. Because Macquarie will not continue as the Funds’ investment adviser if the Proposal is approved, the New Advisory Agreement does not provide for a license to the Funds to use Macquarie’s name.

Amendments. There would be no change in the provisions addressing amendments under the proposed New Advisory Agreement as compared to the Macquarie Advisory Agreement. The proposed New Advisory Agreement provides that no provision of the Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and in accordance with the 1940 Act.

Board Considerations in Approving the New Advisory Agreement

The Board of the Funds, including a majority of the Trustees who are not parties to the New Advisory Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), approved the New Advisory Agreement on January 31, 2024 (the “Board Meeting”). The Board Meeting was held to decide whether to approve the New Advisory Agreement for an initial two-year term. The Board Meeting was held via videoconference in reliance on relief provided in orders issued by the Securities and Exchange Commission on March 13, 2020, March 25, 2020 and June 19, 2020 from 1940 Act sections and rules requiring that certain votes of a fund’s board of trustees be cast in person due to circumstances related to the current or potential effects of the COVID-19 pandemic.

In preparation for the Board Meeting, the Trustees requested that Wilshire and Macquarie furnish information necessary to evaluate the terms of the New Advisory Agreement. The Trustees also took into account their prior findings and conclusions at the most recent annual renewal of the Existing Advisory Agreements at a meeting of the Board held on June 21-22, 2023 (the “June Board Meeting”). Prior to the Board Meeting, counsel to the Independent Trustees of the Funds reviewed the information provided and submitted a request for additional information to Wilshire, and information was provided in response to this request. The Independent Trustees met to review and discuss this information prior to the Board Meeting. The Trustees used this information, as well as other information that Macquarie, Wilshire and other service providers of the Funds presented or submitted to the Board at the Board Meeting and at the June Board Meeting, to help them decide whether to approve the New Advisory Agreement for an initial two-year term.

Specifically, the Board requested and received written materials from Wilshire, Macquarie and other service providers of the Funds, or took into account such information received at the June Board Meeting, regarding: (i) the nature, extent and quality of the services to be provided by Wilshire; (ii) Wilshire’s investment management personnel; (iii) Wilshire’s operations and financial condition; (iv) Wilshire’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Funds’ proposed advisory fees to be paid to Wilshire and the Funds’ overall fees and operating expenses compared with peer groups of funds; (vi) Wilshire’s compliance program, including a description of any material compliance matters and any material compliance violations; (vii) Wilshire’s potential economies of scale with respect to the Funds; (viii) Wilshire’s policies on and compliance procedures for personal securities transactions; (ix) Wilshire’s investment experience; and (x) information about the Funds’ performance.

Representatives from Wilshire and Macquarie, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board Meeting to help the Trustees evaluate Wilshire’s services, fee and other aspects of the New Advisory Agreement. The Independent Trustees received advice from independent counsel and met in executive session outside the presence of Fund management and Macquarie.

At the Board Meeting, the Trustees, including a majority of the Independent Trustees, based on their evaluation of the information provided by Macquarie, Wilshire and other service providers of the Funds, approved the New Advisory Agreement. In considering the approval of the New Advisory Agreement, the Board considered various factors that they determined were relevant, including the following factors.

Nature, Extent and Quality of Services to be Provided by Wilshire

In considering the nature, extent and quality of the services to be provided by Wilshire, the Board reviewed the portfolio management services to be provided by Wilshire to the Funds, including the quality and continuity of Wilshire’s portfolio management personnel, the resources of Wilshire, and Wilshire’s compliance history and compliance program, including with respect to new services to be performed by Wilshire to the Funds as its investment adviser as compared to being the Funds investment sub-adviser. The Trustees reviewed the terms of the proposed New Advisory Agreement and compared such terms to the Macquarie Advisory Agreement. The Trustees also reviewed Wilshire’s proposed investment and risk management approaches for the Funds. The most recent investment adviser registration form (“Form ADV”) for Wilshire was available to the Board, as was the response of Wilshire to a detailed series of questions which included, among other things, information about the investment advisory services to be provided by Wilshire to the Funds.

The Trustees also considered other services to be provided to the Funds by Wilshire such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Funds’ investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services to be provided to the Funds by Wilshire would be satisfactory.

Investment Performance of the Funds and Wilshire

At the Board Meeting and at the June Board Meeting, the Board was provided with regular reports regarding the Funds’ performance over various time periods, including comparisons of the Funds’ performance to a broad-based index. Representatives from Macquarie and Wilshire provided information regarding and led discussions of factors impacting the performance of the Funds, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Funds’ performance was satisfactory. Based on this information, and considering Wilshire was expected to manage the Funds’ portfolios as the Funds’ new investment adviser in materially the same way as it previously managed the Funds’ portfolios as their sub-adviser, the Board concluded, within the context of its full deliberations, that the investment results that Macquarie and Wilshire had been able to achieve for the Funds were sufficient to support approval of the New Advisory Agreement.

Costs of Advisory Services and Economies of Scale

In considering the advisory fee payable by the Funds to Wilshire, the Trustees reviewed, among other things, a report of the proposed advisory fees to be paid to Wilshire. The Trustees noted the proposed advisory fee to be paid to Wilshire is identical to the advisory fee the Funds currently pay to Macquarie. The Trustees also took into account reports at the June Board Meeting, which were prepared by the Funds’ administrator, comparing the Funds’ net and gross expense ratios and advisory fees to those paid by peer groups of funds as classified by Lipper, an independent provider of investment company data. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services expected to be rendered by Wilshire. The Board also considered Wilshire’s commitment to managing the Funds and its willingness to enter into an expense limitation and fee waiver arrangement with the Funds.

Based on materials available to it at the Board Meeting and at the June Board Meeting, the Trustees reviewed the costs of services provided by and the profits realized by Wilshire from its relationship with the Funds, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to Wilshire and its affiliates. The Trustees considered how Wilshire’s profitability was affected by factors such as its organizational structure and methods for allocating expenses. The Trustees concluded that the profit margins of Wilshire with respect to the management of the Funds was not unreasonable. The Trustees discussed with representatives of Wilshire how Wilshire’s profitability may change as the sole investment adviser to the Funds.

The Trustees considered Wilshire’s views relating to economies of scale in connection with the Funds as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Funds and Fund shareholders, taking into account the small asset size of the Funds currently. The Board considered the existence of any economies of scale and whether those were passed along to the Funds’ shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fees were reasonable in light of the information that was provided to the Trustees by Wilshire with respect to economies of scale.

Approval of the New Advisory Agreement.

Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including a majority of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, concluded that the terms of the New Advisory Agreement, including the fees to be paid thereunder, were fair and reasonable and agreed to approve the New Advisory Agreement for an initial term of two years. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.

Information about Macquarie

If the Proposal is approved by the Funds’ shareholders (subject to certain additional considerations), the Existing Advisory Agreements will be terminated and Macquarie will no longer serve as the investment adviser to the Funds. Macquarie’s principal place of business is 100 Independence, 610 Market Street, Philadelphia, PA 19106. Together, the Adviser and the subsidiaries of Macquarie Management Holdings, Inc. (“MMHI”) manage, as of December 31, 2023, $175.3 billion in assets, including mutual funds, separate accounts, and other investment vehicles. Macquarie is an indirect wholly owned subsidiary of MMHI.

Ownership of Fund Shares by Macquarie and its Affiliates

As of the Record Date, MMHI, an affiliate of Macquarie, owned approximately 98% of the Delaware Wilshire Private Markets Fund’s outstanding voting securities, approximately 100% of the Delaware Wilshire Private Markets Tender Fund’s outstanding voting securities, and, through its ownership of the Feeder Funds, approximately 99% of the Master Fund’s outstanding voting securities. MMHI intends to vote its shares FOR the Proposal with respect to each Fund. Based on the foregoing direct and indirect voting authority, MMHI has the ability to control whether the Proposal is approved for all Funds.

Information about Wilshire

If the Proposal is approved by the Funds, Wilshire will furnish investment management services to the Funds, subject to the supervision and direction of the Board. Affiliates of Wilshire also manage other investment accounts. In the course of discharging its non-portfolio management duties under the advisory contract, Wilshire may delegate to affiliates certain administrative, non-investment advisory functions. As of December 31, 2023, Wilshire managed approximately $79 billion in assets for individuals (including high net worth individuals), pension and profit-sharing plans, charitable organizations, and corporations and other businesses. Wilshire does not currently manage any other fund with a similar investment objective as that of the Funds.

The names and principal occupations of the principal executive officers of Wilshire are listed below:

Name and Principal Occupation/Title for each executive officer of Wilshire

Name	Position with Wilshire
Andrew Stewart	Chief Executive Officer
Jason Schwarz	Deputy Chief Executive Officer and President
Scott Condron	Chief Operating Officer
Sandy Choi	General Counsel and Chief Operating Officer
Josh Emanuel, CFA	Chief Investment Officer
Emily Brown	Chief Financial Officer
Erin Simpson	Managing Director, Risk and Operations

The address for Wilshire and its principal executive officers is 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401. The parent company for Wilshire is Monica Holdco (US) Inc. and its indirect controlling owners are Monica Guarantor, LP, Monica Intermediate Holdings GP, LLC, and Monica Holdings (Jersey) GP, LP., each with an indirect 100% interest. Motive Monica, LP is an owner of approximately 51% of Monica Holdings (Jersey) GP, LP.

No broker affiliated with Wilshire provided any services to the Funds during the Funds’ most recent fiscal year.

No Trustee or officer of the Funds currently holds any position with Wilshire or its affiliated persons.

Vote Required

The approval of the New Advisory Agreement requires the affirmative vote of a majority of each Fund’s outstanding voting shares. The 1940 Act defines a “majority vote” as the vote of shareholders owning the lesser of (a) 67% or more of the shares present at a meeting of shareholders, if the holders of more than 50% of a fund’s outstanding shares are present or represented by proxy at such meeting; or (b) more than 50% of a fund’s outstanding voting shares.

If the New Advisory Agreement is approved by shareholders, the New Advisory Agreement is expected to become effective immediately after the close of business on March 28, 2024.

The Board recommends a vote “FOR” the Proposal.

ADDITIONAL INFORMATION

Service Providers

Delaware Management Company, a series of Macquarie Investment Management Business Trust serves as the Funds’ investment adviser, Wilshire Advisors LLC serves as the Funds’ sub-adviser, SEI Investments Global Funds Services (“SEI”) serves as the Funds’ administrator, SS&C Global Investor & Distribution Solutions, Inc. (“SS&C”) serves as the Funds’ transfer agent, and SEI Investments Distribution Co. (“SIDCo.”) serves as each Feeder Fund’s Distributor. Macquarie is located at 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106. Wilshire is located at 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401. SEI is located at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SS&C is located at 333 West 11th Street, Kansas City, MO 64105. SIDCo. is located at One Freedom Valley Drive, Oaks, PA 19456.

U.S. Bank, N.A., with its principal place of business located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as custodian for the securities and cash of the Funds’ portfolios.

Shares Outstanding

As of the Record Date, the Funds have the following number of shares outstanding:

Fund	Shares Outstanding as of the Record Date
Delaware Wilshire Private Markets Master Fund	2,849,292.74
Delaware Wilshire Private Markets Fund	2,619,844.72
Delaware Wilshire Private Markets Tender Fund	8,613.26

Each full share entitles its holder to one vote at the Special Meeting. Each Fund’s shareholders will vote separately on the Proposal.

Security Ownership of Certain Beneficial Owners and Management

Except as discussed above under the sub-section “Ownership of Fund Shares by Macquarie and its Affiliates,” the Funds are not aware of any person that, directly or indirectly own, control or hold with the power to vote, 5% or more of the Funds’ outstanding voting securities as of the Record Date.

As of the Record Date, the Trustees and executive officers, as a group, owned less than 1% of the outstanding shares of each Fund.

Quorum, Voting and Adjournment

For each Fund, the presence at the Special Meeting, in person or by proxy, of shareholders holding one-third of the total number of votes eligible to be cast by all shareholders as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for that Fund.

In the event that a quorum is not present for a Fund, or if there are insufficient votes to approve a Proposal by the time of the Special Meeting, the proxies or their substitutes may propose that the Special Meeting be adjourned, or the chairperson of the Special Meeting may adjourn the Special Meeting, one or more times to permit further solicitation. Any meeting of shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning to a meeting at another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set forth for the original meeting without further notice. The persons named as proxies will also vote upon any other business that may properly come before the Special Meeting, including any adjournment, in accordance with their judgment.

Effect of Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions will be treated as present for purposes of determining a quorum. For purposes of determining the approval of the Proposal, abstentions do not count as votes cast with respect to the Proposal. Accordingly, abstentions will have the effect of a vote against the New Advisory Agreement. There are not expected to be any broker non-votes because no voting securities of the Funds are held by brokers or nominees.

Revocation of Proxy. You may revoke your proxy at any time prior to its exercise and vote in person at the Special Meeting. You may revoke your proxy by written notice to the Secretary of the Funds at Delaware Wilshire Private Markets Fund, One Freedom Valley Drive, Oaks, PA 19456. Merely attending the Special Meeting will not revoke a validly given proxy received before the Special Meeting.

Shareholders do not have dissenters’ rights of appraisal in connection with the Proposal. If sufficient proxies are not obtained to approve the Proposal, the Board will consider what other action is appropriate and in the best interests of shareholders.

Method and Cost of Proxy Solicitation

Proxies will be solicited by the Funds primarily by mail and email. The solicitation may also include telephone, facsimile, internet, video or oral communication by certain officers of the Funds or officers or employees of Macquarie, who will not be paid for these services.

Wilshire will bear the costs of preparing, printing, and mailing this Proxy Statement and all other costs incurred in connection with the solicitation of written proxies. Wilshire and Macquarie estimate that the cost of preparing, printing and mailing the Proxy Statement and soliciting shareholder proxies will be $40,000.

Financial Statements and Other Information

The Funds will furnish, without charge, a copy of their annual and semi-annual reports to any shareholder upon request. Requests should be directed to Delaware Wilshire Private Markets Fund, One Freedom Valley Drive, Oaks, PA 19456 (telephone number (855) 520-7711). Those reports are also available on the Funds’ website at https://www.delawarefunds.com/products/delaware-wilshire-private-markets-fund.

Householding of Proxy Materials

The Securities and Exchange Commission (“Commission”) has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Please note that only one proxy statement or annual report may be delivered to two or more stockholders who share an address, unless the Funds have received instructions to the contrary. To request a separate copy of this proxy statement or annual report or for instructions as to how to request a separate copy of this document or annual report or as to how to request a single copy if multiple copies of this document or annual report are received, stockholders should contact the Funds at the address and phone number set forth below.

Requests should be directed to Delaware Wilshire Private Markets Fund, One Freedom Valley Drive, Oaks, PA 19456 (telephone number: (855) 520-7711). Copies of these documents may also be accessed electronically by means of the Commission’s home webpage at www.sec.gov.

Future Meetings; Shareholder Proposals

The Funds’ agreement and declaration of trust, and by-laws, as each may be amended from time to time, do not provide for annual meetings of shareholders, and the Funds do not currently intend to hold such meetings in the future. Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Funds’ shareholders must be received by the Funds a reasonable period of time prior to any such meeting.

APPENDIX A

NEW ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this [ ]11th day of [ ]~~September~~, 20204 by and between [~~Delaware~~Wilshire Private~~Markets~~ Assets Master Fund,~~Delaware~~Wilshire Private~~Markets~~Assets Tender Fund and~~Delaware~~Wilshire Private~~Markets~~ Assets Fund] (these three {3} funds hereinafter collectively referred to as the “Trust”), each a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and~~Delaware Management Company, a series of Macquarie Investment Management Business Trust~~[Wilshire Advisors LLC (the “Adviser”), a~~Delaware statutory trust~~California limited liability company with its principal place of business at~~2005 Market Street, Philadelphia, PA 19103~~1299 Ocean Avenue, Suite 600, Santa Monica, California 90401.

W I T N E S S E T H

WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act as the investment adviser to the Trust (and with respect to each trust~~on behalf of the series~~ set forth on Schedule A to this Agreement (collectively, the “Fund”), as such Schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:

The Adviser’s Services.

(a) Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Fund. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Fund with investment research, advice and supervision and shall furnish continuously an investment program for the Fund, consistent with the investment objectives and policies of the Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A2 (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the Securities and Exchange Commission (the “Commission”), and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over the Fund’s investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of the Fund’s assets or to otherwise exercise its right to control the overall management of the Fund. Without limiting the generality of the foregoing, the Adviser’s discretionary authority includes the authority to enter into trading agreements on behalf of the Fund and adhere on the Fund’s behalf to the applicable International Swaps and Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e. SEFs).

(b) Compliance. With respect to its management of the Fund, the Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund, and with any related policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting the Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.

(c) Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time.

The Adviser is authorized to instruct the Fund’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser’s discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

(d) Recordkeeping. The Adviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Adviser to supply to the Trust or its Board the information required to be supplied under this Agreement.

The Adviser shall maintain separate books and detailed records of all matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act (other than those records being maintained by any administrator, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the “Fund Books and Records”). The Fund Books and Records shall be delivered to the Trust upon the termination of this Agreement and shall be available to the Board during the Adviser’s normal business hours.

(e) Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and may, on its own initiative, furnish the Trust and its Board from time to time with whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees to notify the Trust promptly if the Adviser reasonably believes that the value of any security held by the Fund may not reflect fair value. The Adviser agrees to provide upon request any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Trust’s valuation procedures for the purpose of calculating the Fund net asset value in accordance with procedures and methods established by the Board, and provided to the Adviser in writing.

(f) Cooperation with Agents of the Trust. The Adviser agrees to cooperate with and provide reasonable assistance to the Trust, any Trust custodian or foreign sub- custodians, any Trust pricing agents and all other agents and representatives of the Trust with respect to such information regarding the Fund as such entities may reasonably request from time to time in the performance of their obligations, provide prompt responses to reasonable requests made by such persons and establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations. The Adviser shall not be responsible for any act or omission exclusively caused by any third party, including, without limitation, any administrator, distributor, custodian, or transfer agent for the Fund or the Trust.

(g) Services Not Exclusive. The services of the Adviser rendered to the Fund are not exclusive. The Adviser may now and in the future manage other investment accounts, including accounts with investment objectives and/or investment strategies identical or similar to those of the Fund (“Similar Accounts”). Nothing in this Agreement restricts Adviser from managing Similar Accounts, entering into other investment management, advisory, or similar relationships, or otherwise dealing with any securities for the account of any other client; provided that the Adviser treats the Fund fairly and allocates investment opportunities in a manner consistent with its fiduciary obligations to the Fund. The Trust acknowledges and agrees that: (i) such activities may involve substantial time and/or resources of the Adviser; (ii) the Adviser may charge fees which differ from the fees to be paid to the Adviser hereunder; and (iii) the Adviser makes no representations, warranties or guarantees that investment results will be the same for all clients or accounts managed by the Adviser or that the investment results of the Fund will be the same as, or better than, the investment results of Similar Accounts or other accounts that are managed by the Adviser.

(h) The Adviser may, at its expense, select and contract with one or more investment advisers registered under the Advisers Act (“Sub-Advisers”) to perform some or all of the services for a Fund for which it is responsible under this Agreement. The Investment Manager will compensate any Sub-Adviser for its services to the Fund. The Investment Manager may terminate the services of any Sub-Adviser at any time in its sole discretion, and shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Fund’s shareholders, if required, is obtained. The Investment Manager will continue to have responsibility for all advisory services furnished by any Sub-Adviser.

2. Code of Ethics. The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser has implemented procedures reasonably designed to ensure that its Access Persons (as defined in the Adviser’s Code of Ethics) comply in all material respects with the Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Adviser shall provide the Trust with a (i) copy of the Adviser’s current Code of Ethics, as in effect from time to time, and (ii) certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Adviser’s Code of Ethics to the Trust’s Board. The Adviser shall respond to requests for information from the Trust as to violations of the Code by Access Persons and the sanctions imposed by the Adviser. The Adviser shall promptly notify the Trust of any material violation of the Code, whether or not such violation relates to a security held by the Fund.

3. Information and Reporting. The Adviser shall provide the Trust and its officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

(a) Notification of Breach / Compliance Reports. The Adviser shall notify the Trust’s chief compliance officer promptly upon detection of (i) any material failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to seek to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) Board and Filings Information. The Adviser will provide the Trust with any information reasonably requested regarding its management of the Fund required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-PX, Form N- PORT, N-CEN amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its investment management services to the Fund in light of current and prospective economic and market conditions and shall furnish to the Board such information as may reasonably be necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto.

(c) Transaction Information. The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on the Fund and the Adviser’s services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement.

Brokerage.

(a) Principal Transactions. In connection with purchases or sales of securities for the account of the Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

(b) Placement of Orders. The Adviser shall arrange for the placing of all orders for the purchase and sale of securities for the Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser is directed at all times to seek for the Fund the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the Fund that the Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act and any Commission staff interpretations thereof. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its or its affiliates’ services to other clients.

(c) Aggregated Transactions. On occasions when the Adviser deems the purchase or sale of a security or other investment instrument, or any transaction in derivatives, to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Adviser will allocate securities or other investment instruments so purchased or sold, or such derivatives transactions engaged on behalf of Adviser’s clients, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

(d) Affiliated Brokers. The Adviser or any of its affiliates may act as broker in connection with the purchase or sale of securities or other investments for the Fund, subject to: (a) the requirement that the Adviser seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the Fund’s current Registration Statement; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of applicable law. These brokerage services are not within the scope of the duties of the Adviser under this Agreement. Subject to the requirements of applicable law and any procedures adopted by the Board, the Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Fund for these services in addition to the Adviser’s fees for services under this Agreement.

5. Custody. Nothing in this Agreement shall permit the Adviser to take or receive physical possession of cash, securities or other investments of the Fund.

6. Allocation of Charges and Expenses. The Adviser will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Adviser shall not be responsible for the Fund’s expenses, including expenses incurred in the purchase, sale and valuation of the Fund’s assets, including without limitation, transaction expenses, outside legal fees, and other related costs.

Representations, Warranties and Covenants.

(a) Properly Registered. The Adviser is a~~series of a business trust~~limited liability company that is registered as an investment adviser under the Advisers Act, and will remain so registered for the duration of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and to the best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to an investment company. The Adviser is in compliance in all material respects with all applicable federal and state law in connection with its investment management operations.

(b) ADV Disclosure. The Adviser has provided the Trust with a copy of its Form ADV Part I as most recently filed with the SEC and its current Part II and will, promptly after filing any amendment to its Form ADV with the SEC updating its Part II, furnish a copy of such amendments or updates to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

(c) Fund Disclosure Documents. The Adviser has reviewed, and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Fund (collectively the “Disclosure Documents”) and represents and warrants that such Disclosure Documents contain or will contain no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) Use oOf ~~The~~the Names “~~Delaware~~Wilshire” ~~and “The Delaware Professional Series”~~. The Adviser has the right to use the names “Wilshire~~Delaware~~”~~and “The Delaware Professional Series”~~in connection with its services to the Trust and that, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to reference names “Wilshire~~Delaware~~”~~and “The Delaware Professional Series”~~in connection with the management and operation of the Fund and with the formal name of the Fund. The Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Adviser or the Trust to use the names “Wilshire~~Delaware~~”~~and “The Delaware Professional Series”~~in connection with the formal name of the Fund.

(e) Insurance. The Adviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims related to the Fund will be made on its insurance policies. Furthermore, the Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.

(f) No Detrimental Agreement. The Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to its selection of securities for the Fund, and that all selections shall be done in accordance with what is in the best interest of the Fund.

(g) Conflicts. The Adviser shall act honestly, in good faith and in the best interests of the Trust including requiring any of its personnel with knowledge of Fund activities to place the interest of the Fund first, ahead of said personnel’s own interests, in all personal trading scenarios that may involve a conflict of interest with the Fund, consistent with its fiduciary duties under applicable law.

(h) Representations. The representations and warranties in this Section 7 shall be deemed to be made on the date this Agreement is executed and at the time of delivery of the quarterly compliance report required by Section 3(a), whether or not specifically referenced in such report.

8. The Names “Wilshire~~Delaware~~”~~and “The Delaware Professional Series”~~. The Adviser grants to the Trust a non-exclusive, royalty-free license to use the names “Wilshire~~Delaware~~”~~and “The Delaware Professional Series”~~ (the “Names”) in connection with the name of the Fund. The foregoing authorization by the Adviser to the Trust to use the Names in connection with the name of the Fund is not exclusive of the right of the Adviser itself to use, or to authorize others to use, the Names; the Trust acknowledges and agrees that, as between the Trust and the Adviser, the Adviser has the right to use, or authorize others to use, the Names. The Trust shall (1) only use the Names in a manner consistent with uses approved by the Adviser; (2) use its best efforts to maintain the quality of the services offered using the Names; and (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser representative samples of any promotional materials using the Names; and (b) change the name of the Fund within three months of its receipt of the Adviser’s request, or such other shorter time period as may be required under the terms of a settlement agreement or court order, so as to eliminate all reference to the Names and will not thereafter transact any business using the Names in connection with the name of the Fund; provided, however, that the Trust and the Adviser shall agree how long the Trust may continue to use any supplies of prospectuses, marketing materials and similar documents that the Trust had on the date of such name change in quantities not exceeding those historically produced and used in connection with such Fund. For the avoidance of doubt, the Adviser has the ability to request a name change for the Fund in the event a new sub-adviser is appointed and the parties shall agree to a commercially reasonable time period to implement the name change.

9. Adviser’s Compensation. The Fund shall pay to the Adviser, as compensation for the Adviser’s services hereunder, a fee, determined as described in Schedule A that is attached hereto and made a part hereof. Such fee shall be computed daily and paid not less than monthly in arrears by the Fund.

The method for determining net assets of the Fund for purposes hereof shall be the same as the method for determining net assets for purposes of establishing the offering and redemption prices of Fund shares as described in the Fund’s prospectus. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.

10. Independent Contractor. In the performance of its duties hereunder, the Adviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed to be an agent of the Trust or the Fund. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of the Fund, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

11. Assignment and Amendments. This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such termination shall not relieve the Adviser of any liability incurred hereunder.

This Agreement may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

12.

Duration and Termination.

This Agreement shall become effective as of the date executed and shall remain in full force and effect continually thereafter, subject to renewal as provided in Section 12(c) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows:

(a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to the Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or

(b) The Adviser may at any time terminate this Agreement with at least sixty (60) days’ written notice delivered or mailed by registered mail, postage prepaid, to the Trust; or

(c) This Agreement shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust or the Adviser, at a meeting called for the purpose of voting on such approval; or (ii) the vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder; and

(d) Termination of this Agreement pursuant to this Section shall be without payment of any penalty.

In the event of termination of this Agreement for any reason, the Adviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of the Fund’s assets, except as otherwise required by any fiduciary duties of the Adviser under applicable law. In the event of termination for any reason, the Adviser hereby agrees to continue to cooperate and work with any sub-adviser to the Fund in all ways necessary to assure a smooth transition and/or liquidation including, but not limited to, assistance related to valuation of Fund securities and any Fund liquidation plans/efforts and, if necessary, providing services beyond the 60 day notice period; provided that, notwithstanding anything to the contrary, the Adviser shall continue to receive compensation as described in Schedule A hereto while it continues to provide any such services with respect to the Fund. In addition, the Adviser shall deliver the Fund Books and Records to the Fund by such means and in accordance with such schedule as the Trust shall reasonably direct and shall otherwise cooperate, as reasonably directed by the Fund, in the transition of portfolio asset management to any successor of the Adviser.

13.

Certain Definitions. For the purposes of this Agreement:

(a) “Affirmative vote of a majority of the outstanding voting securities of the Fund” shall have the meaning as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

(b) “Interested persons” and “Assignment” shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

14.

Liability of the Adviser.

(a) Notwithstanding any other provision of this Agreement, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund’s Disclosure Documents solely to the extent such statements relate to the Adviser and the investment strategies employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are provided in writing to the Adviser in advance of any filing.

(b) Neither the Adviser nor any of its~~trustees~~directors, officers, members, shareholders, agents or employees shall have any liability to the Trust, the Fund or any shareholder of the Fund for any error of judgment, mistake of law, or loss arising out of any investment, or for any other act or omission in the performance by Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith, or gross negligence on Adviser’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, except to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty.

(c) The Adviser agrees to indemnify and defend the Trust, the Fund, their officers, trustees, and employees for any loss or expense (including reasonable attorneys’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged breach of this Agreement or material misstatement or omission in the Disclosure Documents made by the Adviser and provided to the Trust or the Fund by the Adviser.

(d) The Trust agrees to indemnify and defend the Adviser, and its officers,~~trustees~~directors, members, employees and any person who controls the Adviser for any loss or expense (including reasonable attorney’s fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged misstatement or omission in the Disclosure Documents other than a misstatement or omission made in reliance upon written information furnished by the Adviser as set forth above.

15. Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

16. Limitation of Liability. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities.

17. Change in the Adviser’s Ownership. The Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Adviser within a reasonable time prior to such change being effected.

18. Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware and the Sub-Adviser consents to the jurisdiction of courts, both state and federal, in Delaware, with respect to any dispute under this Agreement.

19. Paragraph Headings. The headings of paragraphs contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.

20. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written.

Each Fund listed on ScheduleBA

	By:
	Name:	Michael Beattie
	Title:	President

~~DELAWARE MANAGEMENT COMPANY, A SEREIS OF MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST~~[WILSHIRE ADVISORS LLC]

	By:
	Name:	~~Richard Salus~~
	Title:	~~Senior~~ Vice President

SCHEDULE A

to the

INVESTMENT ADVISORY AGREEMENT

dated as of~~September 11, 202~~0[ ] between~~Delaware Management Company, a series of Macquarie Investment Management Business Trust~~[Wilshire Advisors LLC] and

~~Each Fund Listed on Schedule B~~

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the Fund in accordance the following fee schedule:

Fund

Rate

~~Delaware~~Wilshire Private~~Markets~~ Assets Master Fund

[1.25]%

~~Delaware~~Wilshire Private~~Markets~~ Assets Tender Fund

0.00%

~~Delaware~~Wilshire Private~~Markets~~ Assets Fund

0.00%

A-1

~~Schedule B~~

~~Delaware Wilshire Private Markets Master Fund~~

~~Delaware Wilshire Private Markets Tender Fund~~

~~Delaware Wilshire Private Markets Fund~~

A-2

Delaware Wilshire Private Markets Tender Fund DEF 14ADefinitive proxy