REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders and Board of Trustees of
Wilshire Private Assets Fund

In planning and performing our audit of the financial
statements of Wilshire Private Assets Fund (formerly,
Delaware Wilshire Private Markets Fund) (the Fund) as
of and for the year ended March 31, 2024, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB),
we considered the Funds internal control over
financial reporting, including controls over
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply
with the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness
of the Funds internal control over financial
reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling this
responsibility, estimates and judgments by management
are required to assess the expected benefits and
related costs of controls.  A funds internal control
over financial reporting is a process designed to
provide reasonable assurance regarding the
reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles (GAAP).  A funds internal
control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded
as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts
and expenditures of the fund are being made only in
accordance with authorizations of management and
trustees of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of a
funds assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in
the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the Funds annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over
financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the PCAOB.  However, we
noted no deficiencies in the Funds internal control
over financial reporting and its operation, including
controls over safeguarding securities, that we
consider to be a material weakness as defined above
as of March 31, 2024.

This report is intended solely for the information
and use of management and the Board of Trustees of
the Fund and the Securities and Exchange Commission
and is not intended to be and should not be used by
anyone other than these specified parties.


/s/ COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
May 30, 2024