Delaware Wilshire Private Markets Fund Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 23rd, 2021 • Delaware Wilshire Private Markets Fund • Delaware

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the “Board”) of Wilshire Private Markets Master Fund (the “Master Fund”), Wilshire Private Markets Fund (“Feeder Fund A”), and Wilshire Private Markets Tender Fund (“Feeder Fund T” and, collectively with Master Fund and Feeder Fund A, the “Fund”1), each a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and pursuant to the provisions of the Investment Advisory Agreement, dated as of September 11, 2020, by and between the Adviser and the Master Fund, Feeder Fund A, and Feeder Fund T (the “Management Agreement”), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth;

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 26th, 2021 • Delaware Wilshire Private Markets Fund
investment ADVISORY AGREEMENT
Investment Advisory Agreement • March 28th, 2024 • Delaware Wilshire Private Markets Fund • Delaware

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this [__] day of [_________], 2024 by and between Wilshire Private Assets Master Fund, Wilshire Private Assets Tender Fund and Wilshire Private 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 Wilshire Advisors LLC (the “Adviser”), a California limited liability company with its principal place of business at 1299 Ocean Avenue, Suite 600, Santa Monica, California 90401.

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • July 29th, 2021 • Delaware Wilshire Private Markets Fund
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 29th, 2021 • Delaware Wilshire Private Markets Fund • Delaware

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of July 28, 2021 by and among Delaware Management Company, a series of Macquarie Investment Management Business Trust (the “Adviser”), Delaware Wilshire Private Markets Fund and Delaware Wilshire Private Markets Tender Fund (together with Delaware Wilshire Private Markets Fund, the “Funds” and each, a “Fund”).

Services Agreement
Services Agreement • September 15th, 2020 • Delaware Wilshire Private Markets Fund • Massachusetts
ADMINISTRATION AGREEMENT
Administration Agreement • September 15th, 2020 • Delaware Wilshire Private Markets Fund • Pennsylvania

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 11th day of September, 2020 (the “Effective Date”), by and between Delaware Wilshire Private Markets Master Fund, Delaware Wilshire Private Markets Tender Fund, and Delaware Wilshire Private Markets Fund, each organized as a Delaware statutory trust (each, a “Fund” and collectively, the “Funds”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 31st, 2020 • Delaware Wilshire Private Markets Fund • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this __ day of _______, 2021, by and between Delaware Wilshire Private Markets Fund (the “Trust”), a statutory trust formed under the laws of Delaware, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

DISTRIBUTION AGREEMENT
Distribution Agreement • March 23rd, 2021 • Delaware Wilshire Private Markets Fund • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 22nd day of March, 2021, by and between Delaware Wilshire Private Markets Fund (the “Trust”), a statutory trust formed under the laws of Delaware, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

NASDAQ PRIVATE MARKET AUCTION FUND AGREEMENT
Nasdaq Private Market Auction Fund • July 29th, 2021 • Delaware Wilshire Private Markets Fund • New York

This NASDAQ PRIVATE MARKET AUCTION FUND AGREEMENT (“Agreement”) is entered into as of the date on which this Agreement has been executed on behalf of all parties hereto (the “Effective Date”) by and between (1) Delaware Wilshire Private Markets Fund (“Fund”); and (2) The NASDAQ Private Market, LLC (“NPM”), and Fund and NPM each a “Party” and collectively, “Parties”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 28th, 2024 • Delaware Wilshire Private Markets Fund • Delaware

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of [________], 2024 by and among Wilshire Advisors LLC (the “Adviser”), Wilshire Private Assets Fund and Wilshire Private Assets Tender Fund (together with Wilshire Private Markets Fund, the “Funds” and each, a “Fund”).

PRIVATE PLACEMENT AGENT AGREEMENT
Private Placement Agent Agreement • September 15th, 2020 • Delaware Wilshire Private Markets Fund • Delaware

THIS AGREEMENT made as of the 11th day of September 2020, by and among the Delaware Wilshire Private Markets Fund (the “Fund”), Delaware Management Company, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust, the investment adviser to the Fund with its principal office and place of business at 100 Independence, 610 Market Street, Philadelphia, Pennsylvania 19106-2354 (the “Investment Adviser”), and Foreside Financial Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Placement Agent”).

NASDAQ PRIVATE MARKET AUCTION FUND AGREEMENT
Nasdaq Private Market Auction Fund Agreement • September 15th, 2020 • Delaware Wilshire Private Markets Fund • New York

This NASDAQ PRIVATE MARKET AUCTION FUND AGREEMENT (“Agreement”) is entered into as of the date on which this Agreement has been executed on behalf of all parties hereto (the “Effective Date”) by and between (1) Delaware Wilshire Private Markets Fund (“Fund”); and (2) The NASDAQ Private Market, LLC (“NPM”), and Fund and NPM each a “Party” and collectively, “Parties”).

Form of SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • December 31st, 2020 • Delaware Wilshire Private Markets Fund • Delaware

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the “Board”) of Wilshire Private Markets Master Fund (the “Master Fund”), Wilshire Private Markets Fund (“Feeder Fund A”), and Wilshire Private Markets Tender Fund (“Feeder Fund T” and, collectively with Master Fund and Feeder Fund A, the “Fund”1), each a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and pursuant to the provisions of the Investment Advisory Agreement, dated as of September 11, 2020, by and between the Adviser and the Master Fund, Feeder Fund A, and Feeder Fund T (the “Management Agreement”), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth;

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