N-CSRS 1 d844534dncsrs.htm VERSUS CAPITAL REAL ASSETS FUND LLC Versus Capital Real Assets Fund LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number    811-23201    

                    Versus Capital Real Assets Fund LLC                    

(Exact name of registrant as specified in charter)

5555 DTC Parkway, Suite 330

                                 Greenwood Village, CO 80111                                

(Address of principal executive offices) (Zip code)

Mark D. Quam

c/o Versus Capital Advisors LLC

5555 DTC Parkway, Suite 330

                    Greenwood Village, CO 80111                    

(Name and address of agent for service)

COPY TO:

Alan Hoffman, Esq.

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166-4193

Registrant’s telephone number, including area code:     (303) 895-3773

Date of fiscal year end:  March 31

Date of reporting period:  September 30, 2019

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


LOGO

VERSUS CAPITAL

REAL ASSETS FUND LLC

Semi-Annual Report

September 30, 2019

VERSUS CAPITAL ADVISORS LLC

This report is for shareholders of Versus Capital Real Assets Fund LLC. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund. Shares of the Fund are distributed by Foreside Funds Distributors LLC, Berwyn, Pennsylvania.

Important Information:

Intent to adopt alternate shareholder report delivery option under SEC Rule 30e-3

Beginning in April, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (https://www.versuscapital.com/investment-funds/vcrrx), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as an investment adviser, broker, bank or trust company) or, if you are a direct investor, by calling the Fund (toll-free) at (877) 200-1878 or by sending an email request to the Fund at info@versuscapital.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call the Fund (toll-free) at (877) 200-1878 or by sending an email request to the Fund at info@versuscapital.com to let the Fund know you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held in your account if you invest directly with the Fund.


 

 

TABLE OF CONTENTS

 

Portfolio of Investments

       2-5  

Statement of Assets and Liabilities

       6  

Statement of Operations

       7  

Statement of Changes in Net Assets

       8  

Statement of Cash Flows

       9  

Financial Highlights

       10  

Notes to Financial Statements

       11-17  

Additional Information

       18-20  

Economic and market conditions change frequently.

There is no assurance that the trends described in this report will continue or commence.

Privacy Notice

This notice describes the Fund’s privacy policy. The Fund is committed to protecting the personal information that it collects about individuals who are prospective, former or current investors. The Fund collects personal information for business purposes to process requests and transactions and to provide customer service. “Personal Information” is obtained from the following sources:

 

 

Investor applications and other forms, which may include your name(s), address, social security number or tax identification number.

 

 

Written and electronic correspondence, including telephone contacts; and

 

 

Transaction history, including information about the Fund’s transactions and balances in your accounts with the Fund or its affiliates or other holdings of the Fund and any affiliation with the Adviser and its subsidiaries.

The Fund limits access to Personal Information to those employees who need to know that information in order to process transactions and service accounts. Employees are required to maintain and protect the confidentiality of Personal Information. The Fund maintains physical, electronic and procedural safeguards to protect Personal Information.

The Fund may share Personal Information described above with the Adviser and its various other affiliates or service providers for business purposes, such as to facilitate the servicing of accounts. The Fund may share the Personal Information described above for business purposes with a non-affiliated third party only if the entity is under contract to perform transaction processing, servicing or maintaining investor accounts on behalf of the Fund. The Fund may also disclose Personal Information to regulatory authorities or otherwise as permitted by law. The Fund endeavors to keep its customer files complete and accurate. The Fund should be notified if any information needs to be corrected or updated.


VERSUS CAPITAL REAL ASSETS FUND LLC

Portfolio of Investments – September 30, 2019 (Unaudited)

 

 

 

     Shares             Value  
 

Private Investment Funds(a) - 57.2%

  
    

Diversified - 57.2%

  
        

AMP Capital Diversified Infrastructure
Trust(b)

   $ 24,307,265  
  24,396,573       

AMP Capital Infrastructure Debt Fund III

     25,430,500  
  8,957       

Blackstone Infrastructure Partners LP

     8,842,826  
  136,065       

BTG Pactual Open Ended Core US Timberland Fund LP(c)(d)

     157,412,355  
        

Ceres Farmland Holdings LP(e)(f)

     105,834,000  
  24,112,380       

Global Dividend Infrastructure Fund

     38,661,790  
  21,634       

Hancock Timberland and Farmland Fund
LP(e)

     22,179,295  
  115,770       

Harrison Street Social Infrastructure Fund
LP(d)(g)

     124,398,096  
        

IFM Global Infrastructure Fund (Offshore) LP(h)

     27,276,750  
        

IFM US Infrastructure Debt Fund, LP(i)

     9,830,800  
  60,903,438       

IIF Hedged LP

     58,438,925  
  34,599       

Jamestown Timberland Fund(d)(j)

     35,561,884  
  80,000,000       

RMS Evergreen Forestland Fund LP(d)

     81,111,200  
  5,054       

UBS AgriVest Farmland Fund, Inc.

     10,062,715  
  67,076       

US Core Farmland Fund LP(d)(j)

     80,997,743  
        

Versus Capital Real Assets Sub-REIT II
LLC(d)(k)(l)(m)

     1,331,554  
        

Versus Capital Real Assets Sub-REIT
LLC(d)(k)(l)(m)

     32,411,610  
       

 

 

 
    

Total Private Investment Funds

     844,089,308  
       

 

 

 
    

(Cost $801,019,826)

  
 

Common Stocks - 19.4%

  
    

Agricultural Chemicals - 1.0%

  
  114,804       

CF Industries Holdings, Inc.

     5,648,356  
  78,046       

Mosaic Co.

     1,599,943  
  100,324       

Nutrien, Ltd.

     4,997,837  
  30,778       

Nutrien, Ltd.

     1,535,207  
  29,381       

Yara International ASA

     1,265,324  
       

 

 

 
          15,046,667  
       

 

 

 
    

Agricultural Operations - 1.1%

  
  153,666       

Archer-Daniels-Midland Co.

     6,311,063  
  38,399       

Bunge, Ltd.

     2,174,151  
  46,776       

Genus, PLC

     1,605,766  
  2,615,200       

Golden Agri-Resources, Ltd.

     425,728  
  87,700       

Hokuto Corp.

     1,609,219  
  682,400       

IOI Corp. Bhd

     722,004  
  139,600       

Kuala Lumpur Kepong Bhd

     769,517  
  18,427       

Limoneira Co.

     338,320  
  824,300       

Sime Darby Plantation Bhd

     931,201  
  231,300       

SLC Agricola SA

     996,467  
       

 

 

 
          15,883,436  
       

 

 

 
    

Airport Development/Maintenance - 0.6%

 

  677,741       

Auckland International Airport, Ltd.

     3,883,282  
  14,000       

Flughafen Zurich AG

     2,592,255  
  10,900       

Grupo Aeroportuario Del Sureste SAB De CV

     1,662,250  
       

 

 

 
          8,137,787  
       

 

 

 
    

Building & Construction-Miscellaneous - 0.2%

 

  83,697       

Ferrovial SA

     2,418,398  
  10,701       

Louisiana-Pacific Corp.

     263,031  
  7,450       

Simpson Manufacturing Co., Inc.

     516,806  
       

 

 

 
          3,198,235  
       

 

 

 
    

Building Production-Wood - 0.1%

  
  28,910       

Masco Corp.

     1,204,969  
  12,557       

Stella-Jones, Inc.

     366,895  
    Shares             Value  
    

Building Production-Wood - (continued)

 

  4,852       

Universal Forest Products, Inc.

   $ 193,498  
       

 

 

 
          1,765,362  
       

 

 

 
    

Building-Heavy Construction - 0.3%

 

  6,424,430       

China Tower Corp., Ltd. 144A

     1,459,036  
  24,300       

Vinci SA

     2,617,335  
       

 

 

 
          4,076,371  
       

 

 

 
    

Chemicals-Diversified - 0.2%

 

  22,747       

FMC Corp.

     1,994,457  
  147,700       

Israel Chemicals, Ltd.

     739,977  
  29,200       

Sociedad Quimica Y Minera De Chile SA

     811,468  
       

 

 

 
          3,545,902  
       

 

 

 
    

Containers-Paper/Plastic - 0.3%

 

  110,689       

Graphic Packaging Holding Co.

     1,632,663  
  7,788       

Packaging Corp. of America

     826,307  
  36,773       

Sonoco Products Co.

     2,140,556  
       

 

 

 
          4,599,526  
       

 

 

 
    

Diversified - 0.8%

  
  14,700       

Crown Castle International Corp., REIT

     2,043,447  
  359,919       

Weyerhaeuser Co., REIT

     9,969,757  
       

 

 

 
          12,013,204  
       

 

 

 
    

Electric-Distribution - 0.5%

 

  112,180       

Hydro One, Ltd., 144A

     2,073,660  
  31,718       

Sempra Energy

     4,681,894  
       

 

 

 
          6,755,554  
       

 

 

 
    

Electric-Generation - 0.2%

  
  168,800       

Engie SA

     2,756,084  
       

 

 

 
    

Electric-Integrated - 4.9%

  
  127,600       

Ameren Corp.

     10,214,380  
  118,600       

American Electric Power Co., Inc.

     11,111,634  
  210,700       

Chubu Electric Power Co., Inc.

     3,049,669  
  255,067       

CLP Holdings, Ltd.

     2,679,966  
  79,951       

CMS Energy Corp.

     5,112,866  
  260,709       

CPFL Energia SA

     2,058,089  
  520,100       

Enel SPA

     3,883,729  
  63,300       

Entergy Corp.

     7,428,888  
  145,048       

FirstEnergy Corp.

     6,995,665  
  60,994       

NextEra Energy, Inc.

     14,210,992  
  83,300       

Xcel Energy, Inc.

     5,405,337  
       

 

 

 
          72,151,215  
       

 

 

 
    

Electric-Transmission - 0.2%

 

  131,500       

Red Electrica Corp. SA

     2,670,935  
       

 

 

 
    

Energy-Alternate Sources - 0.0%

 

  149,000       

Sao Martinho SA

     677,770  
       

 

 

 
    

Fisheries - 0.3%

  
  51,159       

Austevoll Seafood ASA

     485,011  
  5,057       

Bakkafrost

     298,496  
  124,789       

Leroy Seafood Group ASA

     757,980  
  10,900       

Maruha Nichiro Corp.

     274,604  
  49,486       

Mowi ASA

     1,141,736  
  20,514       

Salmar ASA

     899,692  
  177,186       

Tassal Group, Ltd.

     511,853  
       

 

 

 
          4,369,372  
       

 

 

 
 

 

See accompanying notes to portfolio of investments.

2


VERSUS CAPITAL REAL ASSETS FUND LLC

Portfolio of Investments – September 30, 2019 (Unaudited) (continued)

 

 

 

Shares             Value  
    

Food-Confectionery - 0.0%

  
  3,900       

Hershey Co.

   $ 604,461  
       

 

 

 
    

Food-Dairy Products - 0.1%

  
  12,299       

Danone SA

     1,083,420  
  12,900       

Megmilk Snow Brand Co., Ltd.

     310,316  
       

 

 

 
          1,393,736  
       

 

 

 
    

Food-Flour & Grain - 0.0%

  
  32,900       

Nisshin Seifun Group, Inc.

     607,946  
       

 

 

 
    

Food-Meat Products - 0.4%

  
  14,700       

NH Foods, Ltd.

     590,719  
  30,782       

Tyson Foods, Inc.

     2,651,561  
  2,694,000       

WH Group, Ltd. 144A

     2,412,937  
       

 

 

 
          5,655,217  
       

 

 

 
    

Food-Miscellaneous/Diversified - 0.9%

 

  14,044       

General Mills, Inc.

     774,105  
  22,717       

Ingredion, Inc.

     1,856,888  
  4,400       

Kerry Group, PLC

     514,589  
  18,849       

Kraft Heinz Co.

     526,547  
  3,200       

Mccormick & Co., Inc.

     500,160  
  27,601       

Mondelez International, Inc.

     1,526,887  
  52,805       

Nestle SA

     5,728,897  
  546,947       

Wilmar International, Ltd.

     1,476,043  
       

 

 

 
          12,904,116  
       

 

 

 
    

Food-Wholesale/Distribution - 0.1%

  
  10,371       

Sysco Corp.

     823,457  
       

 

 

 
    

Forestry - 0.7%

  
  216,245       

Interfor Corp. (m)

     2,285,112  
  92,130       

Svenska Cellulosa AB SCA

     821,529  
  184,259       

West Fraser Timber Co., Ltd.

     7,371,195  
       

 

 

 
          10,477,836  
       

 

 

 
    

Gas-Distribution - 1.1%

  
  826,906       

China Gas Holdings, Ltd.

     3,196,761  
  686,200       

National Grid, PLC

     7,440,703  
  105,660       

NiSource, Inc.

     3,161,347  
  126,500       

Tokyo Gas Co., Ltd.

     3,187,507  
       

 

 

 
          16,986,318  
       

 

 

 
    

Machinery-Farm - 0.3%

 

  42,230       

AG Growth International, Inc.

     1,419,089  
  7,467       

AGCO Corp.

     565,252  
  17,938       

Deere & Co.

     3,025,782  
       

 

 

 
          5,010,123  
       

 

 

 
    

Medical-Drugs - 0.2%

  
  19,205       

Zoetis, Inc.

     2,392,751  
       

 

 

 
    

Non-hazardous Waste Disposal - 0.1%

 

  1,797,000       

China Water Affairs Group, Ltd.

     1,396,294  
       

 

 

 
    

Paper & Related Products - 0.3%

 

  60,350       

Cascades, Inc.

     527,496  
  30,985       

Holmen AB

     733,388  
  19,404       

Mondi, PLC

     372,129  
  53,900       

Nippon Paper Industries Co., Ltd.

     876,856  
  108,400       

Oji Holdings Corp.

     505,282  
  6,534       

Smurfit Kappa Group, PLC

     195,544  
  27,500       

Suzano SA

     223,378  
Shares             Value  
    

Paper & Related Products - (continued)

 

  18,270       

UPM-Kymmene OYJ

   $ 540,053  
       

 

 

 
          3,974,126  
       

 

 

 
    

Pipelines - 2.0%

  
  41,300       

Cheniere Energy, Inc. (m)

     2,604,378  
  207,000       

Inter Pipeline, Ltd.

     3,632,675  
  330,400       

Kinder Morgan, Inc.

     6,809,544  
  109,800       

Pembina Pipeline Corp.

     4,070,105  
  154,600       

TC Energy Corp.

     8,005,102  
  199,400       

Williams Cos, Inc.

     4,797,564  
       

 

 

 
          29,919,368  
       

 

 

 
    

Public Thoroughfares - 0.8%

 

  230,200       

Atlantia SPA.

     5,567,635  
  485,900       

Ecorodovias Infraestrutura E Logistica SA

     1,658,278  
  1,260,500       

Jiangsu Expressway Co., Ltd.

     1,601,819  
  315,724       

Promotora Y Operadora De Infraestructura SAB De CV

     2,823,341  
       

 

 

 
          11,651,073  
       

 

 

 
    

Satellite Telecom - 0.1%

  
  111,588       

SES SA

     2,034,191  
       

 

 

 
    

Transport-Rail - 1.2%

  
  17,400       

Canadian Pacific Railway, Ltd.

     3,866,783  
  47,500       

CSX Corp.

     3,290,325  
  40,900       

East Japan Railway Co.

     3,899,921  
  1,014,400       

Rumo SA (m)

     5,996,140  
       

 

 

 
          17,053,169  
       

 

 

 
    

Water - 0.4%

  
  138,191       

Aqua America, Inc.

     6,195,103  
       

 

 

 
    

Total Common Stocks

     286,726,705  
       

 

 

 
    

(Cost $264,846,793)

  
 

Real Estate Investment Trust - 2.8%

  
    

Agricultural Operations - 0.1%

  
  126,000       

Farmland Partners, Inc., REIT

     841,680  
       

 

 

 
    

Public Thoroughfares - 0.6%

  
  901,886       

Transurban Group

     8,942,221  
       

 

 

 
    

REITS-Diversified - 2.1%

  
  43,800       

American Tower Corp., REIT

     9,685,494  
  271,485       

CatchMark Timber Trust, Inc., REIT

     2,896,745  
  49,800       

Gladstone Land Corp., REIT

     592,371  
  228,652       

Potlatch Deltic Corp., REIT

     9,394,168  
  327,923       

Rayonier, Inc., REIT

     9,247,429  
       

 

 

 
          31,816,207  
       

 

 

 
    

Total Real Estate Investment Trust

     41,600,108  
       

 

 

 
    

(Cost $37,024,358)

  
Par(n)                
 

Corporate Debt - 2.9%

  
    

Pipelines - 2.6%

  
    

Australia Government Bond,

  
  120,000       

3.00%, 9/20/2025

     120,456  
    

EPIC Y-Grade Services LP, L + 5.50%,

  
  10,000,000       

7.84%, 6/13/2025

     9,712,500  
    

Paradigm midstream LLC, L + 5.25%,

  
  9,562,500       

5.25%, 9/5/2024

     9,311,484  
    

Seaport Financing LLC, L + 5.50%,

  
  9,925,000       

5.50%, 10/31/2025

     9,825,750  
    

Woodford Express LLC,

  
 

 

See accompanying notes to portfolio of investments.

3


VERSUS CAPITAL REAL ASSETS FUND LLC

Portfolio of Investments – September 30, 2019 (Unaudited) (continued)

 

 

 

Par

           

Value

 
    

Pipelines - (continued)

  
  10,433,088       

7.12%, 1/27/2025

   $   9,848,835  
       

 

 

 
          38,819,025  
       

 

 

 
    

Sovereign - 0.3%

  
    

Canadian Government Real Return Bond (CAD),

  
  116,993       

4.25%, 12/1/2026

     114,039  
  209,408       

2.00%, 12/1/2041

     214,726  
    

Denmark Government Bond (DKK),

  
  1,599,107       

0.10%, 11/15/2023

     249,554  
    

French Republic Government Bond (EUR),

  
  463,327       

1.85%, 7/25/2027

     636,825  
    

Italy Buoni Poliennali Del Tesoro, 144A (EUR),

  
  384,279       

0.10%, 5/15/2022

     425,753  
  283,381       

2.35%, 9/15/2024

     350,104  
    

New Zealand Government Inflation Linked Bond (NZD),

  
  290,000       

3.00%, 9/20/2030

     253,527  
    

Spain Government Inflation Linked Bond (EUR),

  
  365,621       

0.30%, 11/30/2021

     411,956  
    

Spain Government Inflation Linked Bond, 144A (EUR),

  
  235,303       

1.80%, 11/30/2024

     295,761  
    

Sweden Inflation Linked Bond, 144A (SEK),

  
  515,000       

3.50%, 12/1/2028

     106,865  
    

United Kingdom Gilt Inflation Linked (GBP),

  
  313,913       

1.88%, 11/22/2022

     451,816  
  199,458       

0.75%, 3/22/2034

     397,185  
       

 

 

 
          3,908,111  
       

 

 

 
    

Total Corporate Debt

     42,727,136  
       

 

 

 
    

(Cost $43,468,764)

  
 

Private Debt - 10.3%

  
  50,000,000       

Blackstone CQP Common Holdco LP – 3L +5.0% - 7.80% at 3/31/2019 - 9/30/2024 (a)(l)

     51,352,224  
    

Frija LP

  
  98,874,367       

8.75%, 12/31/2022 (a)(l)(o)

     101,161,586  
       

 

 

 
    

Total Private Debt

     152,513,810  
       

 

 

 
    

(Cost $152,513,810)

  
 

U.S. Treasury Obligations - 0.5%

  
    

U.S. Treasury Inflation Indexed Bonds,

  
  2,262,435       

0.13%, 4/15/2020

     2,243,861  
  2,551,014       

1.13%, 1/15/2021

     2,559,130  
  729,571       

2.38%, 1/15/2025

     812,158  
  1,368,298       

2.50%, 1/15/2029

     1,652,293  
       

 

 

 
          7,267,442  
       

 

 

 
    

Total U.S. Treasury Obligations

     7,267,442  
       

 

 

 
    

(Cost $7,185,338)

  

Shares

           

Value

 
 

Short-Term Investments - 5.1%

  
  75,392,061       

Morgan Stanley Institutional Liquidity Funds - Treasury Securities Portfolio, 1.85%

   $ 75,392,061  
    

(Cost $75,392,061)

  
    

Total Investments - 98.2%

     1,450,316,570  
       

 

 

 
    

(Cost $1,381,450,950)

  
    

Other Assets

  
    

Net of Liabilities - 1.8%

     26,370,200  
       

 

 

 
    

Net Assets — 100.0%

   $ 1,476,686,770  
       

 

 

 

 

 

(a)

Restricted Securities.

(b)

Partnership is not designated in units. The Fund owns approximately 1.6% of this Fund.

(c)

The Fund owns more than 25% of the Private Investment Fund, but has contractually limited its voting interests to less than 5% of total voting interests.

(d)

Affiliated issuer.

(e)

The Fund owns more than 5% of the Private Investment Fund, but has contractually limited its voting interests to less than 5% of total voting interests.

(f)

Partnership is not designated in units. The Fund owns approximately 13.1% of this Fund.

(g)

The Fund owns more than 50% of the Private Investment Fund, but has contractually limited its voting interests to less than 10% of total voting interests.

(h)

Partnership is not designated in units. The Fund owns approximately 0.1% of this Fund.

(i)

Partnership is not designated in units. The Fund owns approximately 3.6% of this Fund.

(j)

The Fund owns more than 50% of the Private Investment Fund, but has contractually limited its voting interests to less than 5% of total voting interests.

(k)

Investment is a wholly-owned and controlled subsidiary that is not designated in units.

(l)

Security value was determined by using significant unobservable inputs.

(m)

Non-income producing security.

(n)

Par values are designated in the local currency.

(o)

Interest is paid in-kind.

Portfolio Abbreviations:

LP - Limited Partnership

PLC - Public Limited Company

REIT - Real Estate Investment Trust

144A – Rule 144A Security

L – 30 Day London Inter-bank Offered Rate

3L – 3 Month London Inter-bank Offered Rate

Foreign Currencies:

AUD - Australian Dollar

CAD - Canadian Dollar

DKK - Danish Krone

EUR - Euro

GBP – United Kingdom Pound Sterling

NZD – New Zealand Dollar

SEK – Swedish Krona

USD – United States Dollar

 

 

See accompanying notes to portfolio of investments.

4


VERSUS CAPITAL REAL ASSETS FUND LLC

Portfolio of Investments – September 30, 2019 (Unaudited) (continued)

 

 

 

Industry          % of Net    
Assets

Diversified

         58.0 %

Private Debt

         10.3 %

Short-Term Investments

         5.1 %

Electric-Integrated

         4.9 %

Pipelines

         4.6 %

REITS-Diversified

         2.2 %

Public Thoroughfares.

         1.4 %

Transport - Rail

         1.2 %

Agricultural Operations

         1.1 %

Gas - Distribution

         1.1 %

Agricultural Chemicals

         1.0 %

All Other Industries

         7.3 %

Other Assets net of Liabilities

         1.8 %
      

 

 

 

Total

         100.0 %
      

 

 

 

    

 

 

Forward foreign currency contracts as of September 30, 2019 were as follows:

 

Currency
Purchased

  Currency
Amount
      Purchased      
   

Currency
Sold

          Currency        
Amount

Sold
   

Counterparty

         Settlement      
Date
   Unrealized
    Appreciation    
     Unrealized
    Depreciation    
 

AUD

    82,664          

USD

    56,252            

HSBC Bank USA    

   11/14/19    $      $ 372  

AUD

    37,887          

USD

    26,000            

JP Morgan

   11/14/19             389  

CAD

    27,736          

USD

    21,100            

HSBC Bank USA

   11/14/19             150  

GBP

    53,887          

USD

    65,097            

HSBC Bank USA

   11/14/19      1,279         

NZD

    29,469          

USD

    19,000            

JP Morgan

   11/14/19             527  

USD

    115,085          

AUD

    169,121            

HSBC Bank USA

   11/14/19      762         

USD

    329,253          

CAD

    434,383            

HSBC Bank USA

   11/14/19      1,151         

USD

    250,714          

DKK

    1,658,096            

HSBC Bank USA

   11/14/19      7,777         

USD

    63,500          

EUR

    57,482            

HSBC Bank USA

   11/14/19      634         

USD

    2,117,590          

EUR

    1,875,754            

HSBC Bank USA

   1/15/20      71,471         

USD

    830,236          

GBP

    687,256            

HSBC Bank USA

   11/14/19             16,313  

USD

    195,021          

NZD

    301,323            

HSBC Bank USA

   11/14/19      6,321         

USD

    106,523          

SEK

    1,009,904            

HSBC Bank USA

   11/14/19      3,628         
             

 

 

    

 

 

 

Total

              $ 93,023      $ 17,751  
             

 

 

    

 

 

 

 

See accompanying notes to portfolio of investments.

5


VERSUS CAPITAL REAL ASSETS FUND LLC

Statement of Assets and Liabilities

September 30, 2019 (Unaudited)

 

 

ASSETS:

  

Investments:

  

Non-affiliated investment in securities at cost

   $ 902,456,426  

Non-affiliated net unrealized appreciation

     34,635,702  
  

 

 

 

Total non-affiliated investment in securities, at fair value

     937,092,128  
  

 

 

 

Affiliated investment in securities at cost

     478,994,524  

Affiliated net unrealized appreciation

     34,229,918  
  

 

 

 

Total affiliated investment in securities, at fair value

     513,224,442  
  

 

 

 

Cash

     2,890,926  

Foreign Currency (Cost $712,720)

     696,253  

Unrealized appreciation on forward foreign currency exchange contracts (a)

     93,023  

Receivables for:

  

Investments sold

     18,194,947  

Dividends and interest

     9,484,065  

Fund shares sold

     2,844,038  

Reclaims

     243,726  
  

 

 

 

Total receivables

     30,766,776  

Prepaid expenses

     108,800  
  

 

 

 

Total Assets

     1,484,872,348  
  

 

 

 

LIABILITIES:

  

Unrealized depreciation on forward foreign currency exchange contracts (a)

     17,751  

Payables for:

  

Investments purchased

     3,386,031  

Dividends

     3,329  

Adviser fees, net

     4,136,946  

Administrative fees

     173,418  

Audit and tax fees

     44,932  

Custodian fees

     34,345  

Directors’ fees

     14,243  

Legal fees

     255,742  

Transfer agent fees

     30,134  

Accrued expenses and other liabilities

     88,707  
  

 

 

 

Total Liabilities (b)

     8,185,578  
  

 

 

 

NET ASSETS

   $ 1,476,686,770  
  

 

 

 

NET ASSETS consist of:

  

Paid-in capital

   $     1,425,121,830  

Total distributable earnings

     51,564,940  
  

 

 

 

TOTAL NET ASSETS

   $ 1,476,686,770  
  

 

 

 

Net Assets

   $ 1,476,686,770  

Shares of beneficial interest outstanding (unlimited authorization)

     57,624,957  
  

 

 

 

Net asset value price per share (Net Assets/Shares Outstanding)

   $ 25.63  
  

 

 

 

 

                                                                                                      

(a) Primary risk exposure is foreign currency.

(b) See Note 7. Restricted Securities for detail of contingent liabilities related to unfunded commitments.

 

See accompanying notes to financial statements.

6


VERSUS CAPITAL REAL ASSETS FUND LLC

Statement of Operations

For the Six Months Ended September 30, 2019 (Unaudited)

 

 

Investment Income:

  

Dividends from non-affiliated investments

   $ 15,219,491  

Dividends from affiliated investments

     5,243,288  

Interest income

     7,400,303  

Less: foreign taxes withheld

     (469,417
  

 

 

 

Total Investment Income

     27,393,665  
  

 

 

 

Expenses:

  

Adviser fees (Note 3)

     8,015,685  

Administrative fees

     258,698  

Directors’ fees (Note 3)

     77,500  

Transfer agent fees

     52,554  

Custodian fees

     55,839  

Registration fees

     103,172  

Audit and tax fees

     46,923  

Legal fees

     392,900  

Printing fees

     59,955  

Insurance fees

     37,539  

Interest fees

     49,034  

Other expenses

     85,584  
  

 

 

 

    Total Expenses

     9,235,383  
  

 

 

 

Net Investment Income

     18,158,282  
  

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments:

  

Net realized gain on non-affiliated investments

     2,797,183  

Net realized loss on forward foreign currency transactions (a)

     (15,501

Net realized loss on foreign currency transactions

     (4,676

Net change in unrealized appreciation on non-affiliated investments and foreign currency

     10,730,543  

Net change in unrealized appreciation on affiliated investments

     14,252,602  

Net change in unrealized appreciation on forward foreign currency transactions (a)

     75,272  
  

 

 

 

Net Realized and Unrealized Gain on Investments

     27,835,423  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

   $      45,993,705  
  

 

 

 

                                                         

 

(a)

Primary risk exposure is foreign currency contracts.

 

See accompanying notes to financial statements.

7


VERSUS CAPITAL REAL ASSETS FUND LLC

Statement of Changes in Net Assets

 

 

     Six Months
Ended

September 30,
2019

(Unaudited)
    Year Ended
March 31,
2019
 

Increase in Net Assets:

    

From Operations:

    

Net investment income

   $ 18,158,282     $ 23,704,409  

Net realized gain (loss) on investment securities and foreign currency

     2,777,006       (25,145,620

Net change in unrealized appreciation on investments and foreign currency

     25,058,417       39,088,652  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting From Operations

     45,993,705       37,647,441  
  

 

 

   

 

 

 

Distributions to Shareholders from:

    

Net investment income and net realized gains

     (20,935,288     (12,494,219

Return of capital

     (3,956,153     (21,925,259
  

 

 

   

 

 

 

Total Distributions

     (24,891,441     (34,419,478
  

 

 

   

 

 

 

Capital Share Transactions:

    

Shares issued

     193,533,456       564,235,091  

Reinvested dividends

     5,303,486       7,183,054  

Shares redeemed

     (67,444,048     (53,188,005
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting From Capital Share Transactions

     131,392,894       518,230,140  
  

 

 

   

 

 

 

Total Increase in Net Assets

     152,495,158       521,458,103  
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Period

   $ 1,324,191,612     $ 802,733,509  
  

 

 

   

 

 

 

End of Period

   $ 1,476,686,770     $ 1,324,191,612  
  

 

 

   

 

 

 

Share Transactions:

    

Shares sold

     7,618,893       22,417,908  

Shares issued in reinvestment of dividends

     210,691       286,701  

Shares redeemed

     (2,671,096     (2,122,765
  

 

 

   

 

 

 

Net Increase in Shares of Beneficial Interest Outstanding

     5,158,488       20,581,844  
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

8


VERSUS CAPITAL REAL ASSETS FUND LLC

Statement of Cash Flows

For the Six Months Ended September 30, 2019

 

 

Cash Flows Used In Operating Activities:

    

Net increase in net assets resulting from operations

     $         45,993,705  

Adjustments to Reconcile Net Increase in Net Assets Resulting From Operations to Net Cash Used in Operating Activities:

    

Purchases of investment securities

       (262,074,905

Proceeds from disposition of investment securities

       118,366,682  

Net proceeds from short-term investment securities

       24,898,416  

Change in net unrealized appreciation on securities and foreign currency

       (25,058,417

Net realized gain from investments sold

       (2,797,183

Net realized loss on foreign currency transactions

       20,177  

Net amortization/(accretion) of premium/(discount)

       317,828  

Increase in dividends and interest receivable

       (5,741,745

Increase in reclaim receivable

       (61,261

Decrease in prepaid expenses

       28,458  

Increase in Adviser fees payable, net

       535,619  

Increase in administration fees payable

       77,262  

Increase in audit and tax fees payable

       9,274  

Increase in legal fees payable

       173,189  

Increase in custodian fees payable

       17,522  

Decrease in registration fees payable

       (14,570

Decrease in printing fees payable

       (7,502

Increase in transfer agent fees payable

       15,602  

Decrease in accrued expenses and other liabilities

       (30,180
    

 

 

 

Net Cash Used in Operating Activities

       (105,332,029
    

 

 

 

Effect of exchange rate changes on foreign currency

       (36,246

Cash Flows From Financing Activities:

    

Proceeds from shares sold

       194,072,757  

Payments of shares redeemed

       (67,444,048

Dividends paid (net of reinvestment of dividends)

       (19,584,671
    

 

 

 

Net Cash Provided by Financing Activities

       107,044,038  
    

 

 

 

Net Increase in Cash

       1,675,763  
    

 

 

 

Cash and Foreign Currency:

    

Beginning of the period

       1,911,416  
    

 

 

 

End of the period

     $ 3,587,179  
    

 

 

 

Supplemental Disclosure of Cash Flow Information:

    

Reinvestment of dividends

     $ 5,303,486  
    

 

 

 

 

See accompanying notes to financial statements.

9


VERSUS CAPITAL REAL ASSETS FUND LLC

Financial Highlights

 

 

       Six Months
Ended
September 30,
2019
  (Unaudited)  
      Year Ended  
March 31,

2019
      Period From  
September 18,
2017

(inception)
to March 31,
2018
 

Net Asset Value, Beginning of Period

     $ 25.24     $ 25.18     $ 25.00  

Income from Investment Operations:

        

Net investment income(a)

       0.33       0.58       0.17  

Net realized and unrealized gain

       0.51       0.26       0.11  
    

 

 

   

 

 

   

 

 

 

Total from investment operations

       0.84       0.84       0.28  
    

 

 

   

 

 

   

 

 

 

Less Distributions:

        

From net investment income

       (0.38     (0.28     (0.02

From return of capital

       (0.07     (0.50     (0.08
    

 

 

   

 

 

   

 

 

 

Total Distributions

       (0.45     (0.78     (0.10
    

 

 

   

 

 

   

 

 

 

Net Asset Value, End of Period

     $ 25.63     $ 25.24     $ 25.18  
    

 

 

   

 

 

   

 

 

 

Total Return Based on Net Asset Value

       3.49 %(b)      3.64     1.12 %(b) 

Ratios and Supplemental Data

        

Net Assets at end of period (000’s)

     $ 1,476,687     $ 1,324,192     $ 802,734  

Ratios of gross expenses to average net assets

       1.32 %(c)      1.33     1.36 %(c) 

Ratios of net expenses to average net assets

       1.32 %(c)      1.33     1.36 %(c) 

Ratios of net investment income to average net assets

       2.61 %(c)      2.18     1.26 %(c) 

Portfolio turnover rate

       10.24 %(b)      18.04     18.09 %(b) 

 

 

(a)

Per Share amounts are calculated based on average outstanding shares.

(b)

Not annualized.

(c)

Annualized.

 

See accompanying notes to financial statements.

10


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited)

 

NOTE 1. ORGANIZATION

Versus Capital Real Assets Fund LLC (the “Fund”) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, continuously offered, closed-end management investment company that provides liquidity through a quarterly repurchase policy. The Fund’s investment objective is to achieve long-term Real Returns through current income and long-term capital appreciation with low correlation to the broader public equity and debt markets. “Real Returns” are defined as total returns adjusted for the effects of inflation. The Fund attempts to achieve this objective by investing substantially all of its assets in public and private investments in global infrastructure, timberland and agriculture/farmland (“Real Asset Related Investments”). The Fund may also invest in wholly-owned and controlled subsidiaries (the “Subsidiaries”) that will make direct investments into timberland and agriculture/farmland assets. The Fund will maintain voting control of the Subsidiaries. The Subsidiaries will be real estate investment trusts (“Sub-REITs”) and the Fund shall report its investment in the Sub-REITs in accordance with generally accepted accounting principles. Accordingly, the Fund’s investment in the Sub-REITs shall be valued utilizing the fair value principles outlined within the Fund’s valuation Policy. For purposes of the Fund’s leverage and concentration policies under the Investment Company Act, the assets of the Sub-REITs will be consolidated with the assets of the Fund in order to determine compliance with such policies. Any leverage incurred at the Subsidiaries level will be aggregated with the Fund’s leverage for purposes of complying with Section 18 of the Investment Company Act. For purposes of complying with its fundamental and non-fundamental investment restrictions and policies pursuant to Section 8 of the Investment Company Act, the Fund will aggregate its direct investments with the investments of the Subsidiaries. The Fund was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2017, (the “Effective Date”) and accordingly, the Fund commenced its investment operations. The Fund is authorized to issue an unlimited number of shares of beneficial interest without par value up to a total of $2 billion.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

Securities Valuation - Consistent with Section 2(a)(41) of the 1940 Act, the Fund prices its securities as follows: Investments in securities that are listed on the New York Stock Exchange (the “NYSE”) are valued, except as indicated below, at the last sale price reflected at the close of the NYSE. If there has been no sale on such day, the securities are valued at the mean of the closing bid and ask prices for the day or, if no ask price is available, at the bid price. Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the last sale price as reflected on the tape at the close of the exchange representing the principal market for such securities. If, after the close of a foreign market, but prior to the NYSE close, market conditions change significantly, certain foreign securities may be valued pursuant to procedures established by the Board of Directors (the “Board”).

Debt securities are valued at their mean prices by an independent pricing service using valuation methods that are designed to represent fair value, such as matrix pricing and other analytical pricing models, market transactions and dealer quotations. Debt securities purchased with a remaining maturity of 60 days or less are valued at acquisition cost, plus or minus any amortized discount or premium which approximates fair value. Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates fair value.

Investments in open-end mutual funds are valued at their closing net asset value (the “NAV”).

Securities for which market prices are unavailable, or securities for which the Adviser determines that the bid and/or ask price does not reflect market value, will be valued at fair value pursuant to procedures approved by the Board. Circumstances in which market prices may be unavailable include, but are not limited to, trading in a security is suspended, the exchange on which the security is traded is subject to an unscheduled close or disruption or material events occur after the close of the exchange on which the security is principally traded. In these circumstances, the Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security and developments in the markets. The Fund’s use of fair value pricing may cause the NAV of the Shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of such security.

The Fund invests a significant portion of its assets in Private Investment Funds. The Board has approved procedures pursuant to which the Fund values its investments in Private Investment Funds at fair value. As a general matter, the Fund bases its NAV on valuations of its interests in the Private Investment Funds provided by the managers of the Private Investment Funds and their agents on a quarterly basis. These fair value calculations will involve significant professional judgment by the managers of the Private Investment Funds in the application of both observable and unobservable attributes and the calculated values of the Private Investment Funds themselves or their underlying assets may differ from their actual realizable value or future fair value. Additionally, between the quarterly valuation periods, the NAVs of the Private Investments Funds are adjusted daily based on the estimated total return that each underlying private fund will generate during the current quarter. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary if macro-level considerations or individual fund considerations warrant any adjustments. At the end of the quarter, each Private Investment Fund’s net asset value is adjusted as needed to reflect the actual income and appreciation or depreciation realized by such Private Investment Fund when the quarterly valuations and income are reported by each manager. As of the September 30, 2019 financial statements presented herein, all of the Fund’s investments in Private Investment Funds are reported at the respective NAVs provided by the managers of the Private Investment Funds and their agents which may differ from the valuations used by the Fund in its September 30, 2019 NAV calculation.

 

11


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

The Fund invests a portion of its assets in one or more wholly-owned and controlled subsidiaries that make direct investments into timberland and agriculture/farmland assets. The subsidiaries are each a real estate investment trust. The Board has approved procedures pursuant to which the Fund values its investments in each Sub-REIT at fair value. These fair value calculations will involve significant professional judgment by the Adviser in the application of both observable and unobservable attributes and the calculated values of the Sub-REITs’ themselves or their underlying assets may differ from their actual realizable value or future fair value. Additionally, between the quarterly valuation periods, the NAVs of each Sub-REIT are adjusted daily based on the estimated total return that each asset in each Sub-REIT will generate during the current quarter. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary if macro-level considerations or individual asset changes warrant any adjustments. As of the September 30, 2019 financial statements presented herein, the Fund had investments in two Sub-REITs, which are reported at fair value. At September 30, 2019, Versus Capital Real Assets Sub-REIT LLC owns an alfalfa property in Benton, Colorado fair valued at approximately $16,000,000 and almond properties in Placer and Sutter counties in California fair valued at approximately $14,950,000. Versus Capital Real Assets Sub-REIT II does not own property at September 30, 2019.

The Fund invests a portion of its assets in direct investments and co-investments into real asset related private debt investments. The Board has approved procedures pursuant to which the Fund values its investments in private debt investments at fair value. The Adviser will evaluate each investment’s fair value based on numerous factors, including but not limited to changes in credit risk, construction risk, the financial strength of the borrower, and the debt instrument’s spread to US Treasuries. In accordance with these procedures, the Adviser and the Board shall use their best efforts to ensure that value of each debt investment is adjusted based on the Adviser’s estimate of what actual fair value would be in an active, liquid or established market. Generally, the Fund will carry any private debt investments based upon principal balance plus any accrued interest, but, in certain circumstances, the Fund might value the private debt investments at a discount or a premium to the principal balance of the investment. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary if macro-level considerations or individual asset changes warrant any adjustments.

The Fund may use forward contracts for hedging exposure to foreign currencies.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market quotations, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

Fair Value Measurements: The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

   

Level 1 – unadjusted quoted prices in active markets for identical securities

 

   

Level 2 – prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, pre-payment speeds, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For the six months ended September 30, 2019, there were no transfers in or out of Level 3. A summary of inputs used to value the Fund’s investments as of September 30, 2019 is as follows:

 

        Total Market
Value at
09/30/2019
    

Level 1

Quoted

Price

     Level 2
Significant
Observable
Inputs
     Level 3
Significant
Unobservable
Inputs
                           

Private Investment Funds (Sub-REIT)*

     $ 33,743,164      $      $      $ 33,743,164     

Common Stocks*

       286,726,705        286,726,705                   

Real Estate Investment Trust*

       41,600,108        41,600,108                   

Corporate Debt*

       42,727,136               42,727,136            

Private Debt*

       152,513,810                      152,513,810     

U.S. Treasury Obligations*

       7,267,442               7,267,442            

Short-Term Investments*

       75,392,061        75,392,061                   

Other financial instruments (Forward foreign currency exchange contracts)*

       75,272               75,272            
    

 

 

    

 

 

    

 

 

    

 

 

    

Subtotal

     $ 640,045,698      $     403,718,874      $     50,069,850      $   186,256,974     
    

 

 

    

 

 

    

 

 

    

 

 

    

Private Investment Funds (held at NAV)*

     $ 810,346,144              
    

 

 

             

Total

     $   1,450,391,842              
    

 

 

             

* See Portfolio of Investments for industry breakout.

 

12


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

At the end of each calendar quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; the existence of contemporaneous, observable trades in the market; and changes in listings or delistings on national exchanges.

The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:

 

        Total at 09/30/2019     Private Investment Fund      Private Debt  

Balance as of 03/31/2019

     $ 164,649,528     $ 15,836,839      $ 148,812,689  

Net purchases

       21,789,845       17,602,000        4,187,845  

Accretion and Amortization

       (486,724            (486,724

Change in unrealized gain

       304,325       304,325         
    

 

 

   

 

 

    

 

 

 

Balance as of 09/30/2019

     $             186,256,974     $     33,743,164      $     152,513,810  
    

 

 

   

 

 

    

 

 

 

For the six months ended September 30, 2019 the total change in unrealized gain on Level 3 securities still held at the end of the period was $304,325.

Investment Income and Securities Transactions - Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Dividend income is recorded net of applicable withholding taxes. Interest income is accrued daily. Premiums and discounts are amortized or accreted on an effective yield method on fixed income securities. Dividend income from REIT investments is recorded using management’s estimate of the percentage of income included in distributions received from such investments based on historical information and other industry sources. The return of capital portion of the estimate is a reduction to investment income and a reduction in the cost basis of each investment which increases net realized gain (loss) and net change in unrealized appreciation (depreciation). If the return of capital distributions exceed its cost basis, the distributions are treated as realized gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts. The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and reclaims as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which the Fund invests. Securities are accounted for on a trade date basis. The cost of securities sold is determined and gains (losses) are based upon the specific identification method.

Foreign Currency - Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates at 4:00 p.m. U.S. ET (Eastern Time). Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses). Realized gains (losses) and unrealized appreciation (depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, and are included with the net realized and unrealized gain or loss on investment securities.

For the period ended September 30, 2019, the quarterly average value for forward foreign currency exchange purchase contracts was $192,445 and forward foreign currency exchange sale contracts was $2,683,785.

Dividends and Distributions to Shareholders - The Fund will make regular quarterly distributions to shareholders of all or a portion of any dividends or investment income it earns on investments. In addition, the Fund will make regular distributions to the shareholders of all or a portion of capital gains distributed to the Fund by Investment Funds and capital gains earned by the Fund from the disposition of Investment Funds or other investments, together with any dividends or interest income earned from such investments. A portion of any distribution may be a return of capital or from other capital sources.

U.S. Federal Income Tax Information - The Fund intends to qualify each year as a “regulated investment company” under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. This policy may cause multiple distributions during the course of the year, which are recorded on the ex-dividend date.

As of and during the six months ended September 30, 2019, the Fund did not have a liability for any unrecognized tax obligations. The Fund recognizes interest and penalties, if any, related to unrecognized tax obligations as income tax expense in the statement of operations. During the period, the Fund did not incur any interest or penalties. The Fund identifies its major tax jurisdiction as U.S. Federal.

Dividends from net investment income and distributions from realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts at fiscal year end based on the tax treatment; temporary differences do not require such reclassification.

 

13


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

For the year ended March 31, 2019, tax character of the distribution paid by the Fund was approximately $12,494,000 of ordinary income dividends and approximately $21,925,000 of return of capital. For the period ended March 31, 2018, the tax character of the distribution paid by the Fund were approximately $615,000 of ordinary income dividends and approximately $1,907,000 of return of capital. Distribution from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses. As of March 31, 2019, the Fund had no capital loss carryovers available to offset future capital gains.

Under federal tax law, capital and qualified ordinary losses realized after October 31 and December 31, respectively, may be deferred and treated as having arisen on the first day of the following fiscal year. For the fiscal year ended March 31, 2019, the Fund elected to defer approximately $18,571,000 in qualified late year losses.

As of September 30, 2019, the gross unrealized appreciation and depreciation and net unrealized appreciation on a tax basis were approximately $80,898,000, ($12,130,000) and $68,768,000, respectively. The aggregate cost of securities for federal income tax purposes at September 30, 2019, was approximately $1,286,365,000.

Guarantees and Indemnifications - In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown and this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund would expect the risk of loss to be remote.

Use of Estimates - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Pursuant to an Investment Management Agreement, Versus Capital Advisors LLC (the “Adviser”) serves as the investment adviser to the Fund. For its services under this agreement, the Fund pays the Adviser an Investment Management Fee at an annual rate of 1.15% of the Fund’s NAV, which accrues daily based on the net assets of the Fund and is paid quarterly. The Fund accrued fees to the Adviser of approximately $8,016,000 for the six months ended September 30, 2019.

The Adviser has retained the services of the following sub-advisers for the Fund: Brookfield Public Securities Group LLC and Lazard Asset Management LLC. The sub-advisers each manage a specified portion of the Fund’s assets to be invested in domestic and international public and private securities, such as common equities, preferred shares and debt investments associated with real assets (including secured debt and mezzanine financing). The Advisor accrued fees to the Investment Managers of approximately $910,000 for the six months ended September 30, 2019 . Fees paid to sub-advisers are based on the average net assets that they manage at an annual rate up to 0.60% and are paid by the Adviser from its Investment Management Fee.

Foreside Funds Distributors LLC, (the “Distributor”) serves as the Fund’s statutory underwriter and facilitates the distribution of Shares.

The Fund pays each Independent Director a fee per annum. In addition, the Fund reimburses each of the Independent Directors for travel and other expenses incurred in connection with attendance at meetings. Each of the Independent Directors is a member of the Audit Committee and/or Nominating Committee. The Chairman of the Audit Committee receives an additional fee per annum. Other members of the Board and executive officers of the Fund receive no compensation. The Fund also reimburses the Adviser for a portion of the compensation that it pays to the Fund’s chief compliance officer.

NOTE 4. INVESTMENT TRANSACTIONS

For the six months ended September 30, 2019, the purchases and sales of investment securities, excluding short-term investments and U.S. Government securities were approximately $248,004,050 and $135,676,487, respectively.

NOTE 5. REPURCHASE OFFERS

The Fund has a fundamental policy that it will make quarterly Repurchase Offers for no less than 5% of its shares outstanding at NAV, unless suspended or postponed in accordance with regulatory requirements (as discussed below), and that each quarterly repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline (defined below), or the next Business Day if the 14th is not a Business Day (each a “Repurchase Pricing Date”). In general, the Repurchase Pricing Date occurs on the Repurchase Payment Deadline and settlement occurs 3 days later. Shares will be repurchased at the NAV per Share determined as of the close of regular trading on the NYSE on the Repurchase Pricing Date. Repurchase tenders made during the six months ended September 30, 2019 cumulatively were approximately $67,444,000.

Shareholders will be notified in writing about each quarterly Repurchase Offer, how they may request that the Fund repurchase their shares and the Repurchase Request Deadline, which is the date the Repurchase Offer ends. The Repurchase Request Deadline will be determined by the Board. The time between the notification to shareholders and the Repurchase Request Deadline may vary from no more than 42 days to no less than 21 days. The repurchase price of the shares will be the NAV as of the close of regular trading on the NYSE on the Repurchase Pricing Date. Payment pursuant to the repurchase

 

14


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

will be made to the shareholders within seven days of the Repurchase Pricing Date (the “Repurchase Payment Deadline”). Certain authorized institutions, including custodians and clearing platforms, may set times prior to the Repurchase Request Deadline by which they must receive all documentation they may require relating to repurchase requests and may require additional information. In addition, certain clearing houses may allow / require you to submit your tender request only on the Repurchase Request Deadline.

Shares tendered for repurchase by shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. Repurchase proceeds will be paid to shareholders prior to the Repurchase Payment Deadline.

The Board, or a committee thereof, in its sole discretion, will determine the number of shares that the Fund will offer to repurchase (the “Repurchase Offer Amount”) for a given Repurchase Request Deadline. The Repurchase Offer Amount, however, will be no less than 5% of the total number of shares outstanding on the Repurchase Request Deadline.

If Share repurchase requests exceed the number of Shares in the Fund’s Repurchase Offer, the Fund may, in its sole discretion (i) repurchase the tendered Shares on a pro rata basis or (ii) increase the number of Shares to be repurchased by up to 2.0% of the Fund’s outstanding Shares. If share repurchase requests exceed the number of shares in the Fund’s Repurchase Offer plus 2% of the Fund’s outstanding shares, the Fund is required to repurchase the shares on a pro rata basis. As a result, tendering shareholders may not have all of their tendered Shares repurchased by the Fund.

A shareholder who tenders some, but not all, of such shareholder’s Shares for repurchase as of a Repurchase Pricing Date will be required to maintain a minimum aggregate NAV of shares. The Fund reserves the right to reduce the amount to be repurchased from a shareholder as of a Repurchase Pricing Date so that the required minimum aggregate NAV of shares is maintained. Upon request by a shareholder, the Board may permit a shareholder to cancel a shareholder’s tender of Shares, if such cancellation is determined by the Board to be in the best interest of the Fund.

NOTE 6. LINE OF CREDIT

On May 9, 2018, the Fund entered into a $30 million line of credit (“LOC”) with ZB, N.A. dba Vectra Bank Colorado. The LOC included a provision to increase the amount to $50 million not to exceed 3% of assets under management. On May 8, 2019, the Fund’s line of credit with ZB, N.A. dba Vectra Bank Colorado expired and the Fund opened a new $50 million facility with a $20 million accordion feature. Borrowings, if any, under the Vectra arrangement bear interest at the one month LIBOR/Swap Rate plus 1.5% at the time of borrowing. In addition, the Fund incurs a Non-Utilization Fee equal to 0.375% on the portion of the LOC not being used. The Fund incurred Non-Utilization Fees equal to approximately $49,000 during the six months ended September 30, 2019. As collateral for the lines of credit, the Fund would grant Vectra a first position security interest in and lien on securities held by the Fund in the collateral account. As of September 30, 2019 the Fund had not utilized this line of credit.

NOTE 7. RESTRICTED SECURITIES

Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with a Fund’s investment objective and investment strategies. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. Each of the following securities can suspend redemptions if its respective Board deems it in the best interest of its shareholders. None of these securities have suspended redemptions. This and other important information are described in the Fund’s Prospectus dated July 24, 2019.

As of September 30, 2019, the Fund invested in the following restricted securities:

 

Security (a)

     Acquisition
Date (b)
     Shares/Par      Cost
($1,000s)
     Value
($1,000s)
           Unfunded
Commitments
      ($1,000s)
     % of
Net
Assets
  Redemption
Notice (c)

AMP Capital Diversified Infrastructure Trust

       12/19/2017             $     25,005      $     24,307      $        1.6%      (d)

AMP Capital Infrastructure Debt Fund III

       9/18/2017        24,396,573        24,397        25,430        11,003        1.7%     (e)

Blackstone CQP Common Holdco LP

       9/27/2018        50,000,000        51,352        51,352               3.5%     (f)

Blackstone Infrastructure Partners LP

       3/31/2019        8,957        8,957        8,843        39,453        0.6%     (g)

BTG Pactual Open Ended Core US Timberland Fund LP (t)

       9/18/2017        136,065        140,000        157,412               10.6%     (h)

Ceres Farmland Holdings LP

       11/6/2017               100,000        105,834               7.2%     (i)

Frija LP

       12/18/2017        98,874,367        101,162        101,162               6.9%     (f)

Global Dividend Infrastructure Fund

       9/18/2017        24,112,380        40,000        38,662               2.6%     (j)

Hancock Timberland and Farmland Fund, LP

       9/18/2017        21,634        21,752        22,179        28,248        1.5%     (k)

Harrison Street Social Infrastructure Fund LP (t)

       7/2/2018        115,770        117,111        124,398        32,889        8.4%     (l)

IFM Global Infrastructure Fund (Offshore) LP

       9/28/2018               25,000        27,277        25,000        1.8%     (m)

IFM US Infrastrucutre Debt Fund, LP

       9/28/2018               10,016        9,831        5,000        0.7%     (n)

IIF Hedged LP

       9/18/2017        60,903,438        56,899        58,439               4.0%     (o)

Jamestown Timberland Fund (t)

       7/2/2018        34,599        34,681        35,562        31,319        2.4%     (p)

 

15


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

Security (a)

     Acquisition
Date (b)
   Shares/Par    Cost
($1,000s)
   Value
($1,000s)
  

Unfunded

Commitments    

 ($1,000s) 

   % of
Net
  Assets  
  Redemption
Notice (c)

RMS Evergreen Forestland Fund LP

         9/18/2017        80,000,000      $ 80,000      $ 81,111      $        5.5 %       (q)

UBS AgriVest Farmland Fund, Inc.

         7/1/2019        5,054        10,000        10,063               0.7 %       —  

US Core Farmland Fund LP (t)

         9/18/2017        67,076        75,000        80,998               5.5 %       (r)

Versus Capital Real Assets Sub-REIT II LLC

         7/25/2019               1,250        1,331               0.1 %       (s)

Versus Capital Real Assets Sub-REIT LLC

         9/29/2017               30,952        32,412               2.2 %       (s)
                

 

 

      

 

 

      

 

 

      

 

 

     

Total

                   953,534        996,603        172,912        67.5 %    
                

 

 

      

 

 

      

 

 

      

 

 

     

 

(a)

The securities include Investment Funds, debt securities, and wholly-owned REIT subsidiaries (sub-REIT). The Investment Funds are organized to serve as a collective investment vehicle through which eligible investors may invest in a professionally managed real asset portfolio of equity and debt investments consisting of timberland, infrastructure, agriculture and farmland. The principal investment objective of the Investment Funds is to generate attractive, predictable investment returns from a target portfolio of low-risk equity investments in income-producing real assets while maximizing the total return to shareholders through cash dividends and appreciation in the value of shares. The Fund’s debt securities are private loans made to the owners of infrastructure related assets. The principal investment objective of the debt securities is to generate a stable income stream of attractive and consistent cash distributions. The Fund has invested in wholly-owned and controlled subsidiaries that make direct investments and co-investments into timberland and agriculture/farmland assets. The principal objective of the sub-REIT is to generate attractive, predictable investment returns from a target portfolio of equity investments in primarily income-producing timberland and agriculture/farmland assets while maximizing the total return to shareholders through cash dividends and appreciation in the value of the assets.

(b)

Represents initial acquisition date as shares are purchased at various dates through the current period.

(c)

The restricted securities provide for redemption subject to certain lock-up and notice periods listed.

(d)

The fund does not have formal redemption notice or lockup periods and generally attempts to pay within 12 months of receiving the redemption request.

(e)

Closed-end fund which terminates February 12, 2026 subject to two additional one year extensions at the discretion of the fund’s manager. The fund does not provide for interim redemptions.

(f)

These are private debt investments.

(g)

Following the later of: (I) the three-year anniversary of each date on which a Limited Partner acquires Units; and (ii) the six-year anniversary of the date of the Initial Closing; a Limited Partner may request redemptions quarterly upon 90 days written notice.

(h)

Two-year lock-up; redemptions are provided quarterly with 90 days prior written notice.

(i)

Two-year lock-up for the initial capital contribution and then each subsequent contribution is subject to a lock up of the later of i.) the initial capital contribution date ii.) one-year from such contribution. The notice period for redemption is annually and must be submitted by September 30th in any given year.

(j)

Shares are subject to an initial lockup period of three-years from date of acquisition. Notification period of six months is required with redemption dates falling on March 31st and September 30th of each year.

(k)

Shares are subject to an initial lockup period of three-years from date of acquisition. The notice period for redemption is annually and must be submitted by April 30th in any given year.

(l)

Shares are subject to an initial lockup period of four-years; notification of at least 90 days prior to the last calendar day of the applicable calendar quarter for which the redemption request is to be effective.

(m)

Initiating the redemption process requires a written notification 45 days prior quarter end.

(n)

Shares are subject to an initial lockup period of one-year; with 60 day written notice.

(o)

There are two redemption election periods per year which occur from May 15th to June 30th and from November 15th to December 31st. As of September 30, 2019 the Fund has submitted a $15 million redemption notice which is subject to a redemption queue. The Investment Manager expects to meet this redemption request by the end of 2019.

(p)

Shares are subject to an initial lockup period of four years from the date of acquisition. A redemption request is first effective as of the last day of the first full calendar quarter after the quarter in which the investor delivers the redemption notice.

(q)

Shares are subject to an initial lockup period of three-years from date of acquisition. Investment redemption requests will be processed on a semi-annual basis on June 30 and December 31 of each year.

(r)

Shares are subject to an initial lockup period of three-years from date of acquisition. A redemption request is effective as of the last day of the first full calendar quarter after the quarter in which the investor delivers the redemption notice.

(s)

The security is a wholly-owned REIT subsidiary of the Fund and has no redemption provisions.

(t)

The Fund owns a non-voting majority interest in this private investment fund.

 

16


VERSUS CAPITAL REAL ASSETS FUND LLC

Notes to Financial Statements

September 30, 2019 (Unaudited) (continued)

 

 

NOTE 8. AFFILIATED ISSUER

The following table list each issuer owned by the Fund that may be deemed an “affiliated company” under the 1940 Act, as well as transactions that occurred in the security of such issuer during the six months ended September 30, 2019:

 

Affiliated Investment

     Value
at
03/31/19
     Purchases      Distributions        Sales        Realized
Gain/Loss
     Change
in
App/Dep
    Value at
09/30/19
     Shares
Held at
09/30/19
 

BTG Pactual Open Ended Core US Timberland Fund LP

     $ 150,512,493      $      $ 3,294,382      $      $      $ 6,899,862     $ 157,412,355        136,065  

Harrison Street Social Infrastructure Fund

       63,266,934        54,444,357                             6,686,805       124,398,096        115,770  

Jamestown Timberland Fund

       24,847,717        10,000,000                             714,167       35,561,884        34,599  

RMS Evergreen US Forestland Fund LP

       81,742,560               926,057                      (631,360     81,111,200        80,000,000  

US Core Farmland Fund LP

       80,718,940               1,022,849                      278,803       80,997,743        67,076  

Versus Capital Real Assets Sub-REIT LLC

       15,836,839        16,352,000                             222,771       32,411,610        30,952,000  

Versus Capital Real Assets Sub-REIT LLC II

              1,250,000                             81,554       1,331,554        1,250,000  
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

Total

     $ 416,925,483      $ 82,046,357      $ 5,243,288      $      $      $ 14,252,602     $ 513,224,442     
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

NOTE 9. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there are no additional subsequent events to report.

 

17


VERSUS CAPITAL REAL ASSETS FUND

Additional Information (Unaudited)

 

 

SECURITY PROXY VOTING

The Fund’s policy is to vote its proxies in accordance with the recommendations of management. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling (866) 280-1952 and on the SEC’s website at http://www.sec.gov.

PORTFOLIO HOLDINGS

The Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Port, which has replaced Form N-Q, within 60 days after the end of the period. Copies of the Fund’s Forms N-PORT will be available without a charge, upon request, by contacting the Fund at (866) 459-2772 and on the SEC’s website at http://www.sec.gov.

DIVIDEND REINVESTMENT PLAN

All distributions paid by the Fund will be reinvested in additional Shares of the Fund unless a shareholder “opts out” (elects not to reinvest in Shares), pursuant to the Fund’s Dividend Reinvestment Policy. A shareholder may elect initially not to reinvest by indicating that choice on a shareholder certification. Thereafter, a shareholder is free to change his, her or its election on a quarterly basis by contacting BNY Mellon (or, alternatively, by contacting the Selling Agent that sold such shareholder his, her or its Shares, who will inform the Fund). Shares purchased by reinvestment will be issued at their NAV on the ex-dividend date. There is no sales load or other charge for reinvestment. The Fund reserves the right to suspend or limit at any time the ability of shareholders to reinvest distributions. The automatic reinvestment of dividends and capital gain distributions does not relieve participants of any U.S. federal income tax that may be payable (or required to be withheld) on such distributions.

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT AND INVESTMENT SUB-ADVISORY AGREEMENTS

At a meeting held on June 12, 2019, the Board of Directors (the “Board”) of the Fund, including a majority of the Directors who are not “interested persons” (the “Independent Directors”), as such term is defined by the 1940 Act, approved the continuation of the following investment advisory agreements: the Investment Management Agreement between the Fund and Versus Capital Advisors LLC (the “Adviser”) (the “Management Agreement”), (2) the Investment Sub-Advisory Agreement between the Adviser and Brookfield Investment Management Inc. (now Brookfield Public Securities Group LLC, “Brookfield” or “Sub-Adviser”) and (3) the Investment Sub-Advisory Agreement between the Adviser and Lazard Asset Management LLC (“Lazard” or “Sub-Adviser”). (The Investment Sub-Advisory Agreements each are referred to as a “Sub-Advisory Agreement” and together with the Management Agreement are referred to as the “Agreements.”) In preparation for that meeting, the Independent Directors met on June 7, 2019, with the assistance of their independent legal counsel, to review and evaluate the materials provided by the Adviser and Sub-Advisers in response to a request for information on behalf of the Independent Directors (the “Responses”), along with a memorandum from their independent legal counsel. At the June 12, 2019 Board Investment Committee meeting, the Directors reviewed the Responses and received a presentation from the Adviser, including responses to supplemental questions that were provided to the Adviser by independent legal counsel on behalf of the Independent Directors. The Independent Directors further discussed continuation of the Agreements in an executive session with independent legal counsel during the June Board meeting.

In considering the Management Agreement, the Board noted that as a technical matter, because the Management Agreement initially had been executed as of April 6, 2017, the agreement was considered for continuation, and was renewed, at the Board’s March 1, 2019 meeting. However, in order to place the Management Agreement on the same annual contract renewal cycle as the other Agreements, it was reviewed again at the June 2019 Board meeting.

Management Agreement

Matters considered by the Board in connection with its approval of the Management Agreement included the following:

The nature, extent and quality of the services the Adviser provides under the Management Agreement: The Board reviewed and considered information regarding the nature, extent and quality of the services provided to the Fund by the Adviser, including the Adviser’s presentation about its operations and capabilities, including business continuity and information security, the Adviser’s Form ADV, the Management Agreement and other materials provided by the Adviser relating to the Management Agreement. The Board also noted information received at regular meetings throughout the year related to the services provided. The Board considered the investment strategy employed by the Adviser for investing in real assets, including infrastructure, farmland/agriculture and timberland, and reviewed the Fund’s investment allocations. Additionally, the Board considered the Adviser’s description of the investment decision-making process for the Fund, including the multi-step process for the selection of sub-advisers to manage portions of the Fund and the multi-step process for the selection of institutional funds or other direct investments for the Fund. The Board also considered the process for on-going monitoring of sub-advisers and institutional funds, including the review of performance, a review to ensure that investments are consistent with the Fund’s investment objective, compliance updates and due diligence visits. In addition to the portfolio construction and investment management services outlined above, the Board reviewed the additional services provided by the Adviser, including, but not limited to, compliance services, certain administrative services, and distribution, marketing and shareholder services. The Board reviewed and considered the qualifications, backgrounds and responsibilities of the professional personnel of the Adviser performing services for the Fund. The Board also considered the financial strength of the Adviser and its ability to fulfill its contractual obligations as well as the risks assumed by the Adviser in managing the Fund. The Board received financial statements from the Adviser and noted a recent minority investment in the Adviser by an outside party. The Board considered the additional resources added and steps taken by the Adviser to enhance the compliance program and other functions. The Board concluded that the Adviser was qualified to perform the services needed to successfully implement the Fund’s unique investment strategy.

 

18


VERSUS CAPITAL REAL ASSETS FUND

Additional Information (Unaudited)

 

 

Performance: The Board received and reviewed performance information for the Fund. The Board considered the Adviser’s success in structuring a portfolio with broad exposure to real assets that met the target range of private/public investment allocation. The Board considered the returns of the Fund and the various segments of the portfolio for the one-year and since inception periods (ended March 31, 2019) and compared the Fund’s return and standard deviation to the S&P Real Assets Index. The Board also considered the income distributions from the Fund. Given the unique investment strategy and construction of the Fund, the Adviser represented that there currently was no investment peer group with similarly constructed investments to use for performance comparisons. The Board also reviewed the measures used by the Adviser for evaluating the performance of the Sub-Advisers. Based on the information provided, the Board concluded that the Adviser was meeting the Fund’s investment objective and had delivered an acceptable level of investment returns to shareholders.

A comparison of fees with those paid by similar investment companies: The Board reviewed and considered the contractual advisory fee paid to the Adviser by the Fund in light of the nature, extent and quality of the investment advisory services provided by the Adviser. As a part of this review, the Board noted that the Adviser pays out of its own fee the sub-advisory and consulting fees and reviewed and considered the fee retained by the Adviser after the payment of these fees. The Board also reviewed a breakdown of other Fund expenses. The Board considered the advisory fee and the total expense ratio of the Fund in comparison to a group of closed-end interval funds (the “Peer Group”) provided by the Adviser. The Adviser explained that the Peer Group, which was a listing of relevant closed-end interval funds that invest in alternative investments and are included in the Morningstar Direct Database (with the addition of two interval funds that do not report to Morningstar), had diverse investment objectives and strategies that did not track those of the Fund. However, the Adviser stated that as there were no comparable funds based on investment strategy, the Peer Group served as a measure of alternative investments available to shareholders. The Board was also advised that the Adviser had no other client with a comparable investment strategy. The Board reviewed the advisory fee and total expense ratio of the funds in the Peer Group as well as summary statistics for the Peer Group and compared the advisory fee and total expense ratio of the Fund to those of the Peer Group. The Board considered that the Fund’s advisory fee and total expense ratio were each below the average and median of the Peer Group. In light of these factors, the Board concluded that the advisory fee was reasonable.

The Adviser’s costs and profitability: The Board considered the profitability of the Adviser and whether such profits were reasonable in light of the services provided to the Fund. As a part of this consideration the Board reviewed the Adviser’s 2017 audited financial statements along with unaudited financial statements for 2018 and first quarter 2019. The Board reviewed information provided by the Adviser regarding profitability from the fund complex. The Adviser reviewed its methodology for computing the information provided. The Board also considered the increase in overhead detailed by the Adviser as a result of additions of investment, compliance and other resources during the past year and the future intention to add more resources. The Board noted that the Fund was a specialized product that required appropriate expertise. The Board concluded that based upon these factors, the Adviser’s profits were not unreasonable.

Indirect benefits of providing advisory services: The Board was informed that the Adviser does not receive any indirect benefits from the Fund.

The extent to which economies of scale are shared with shareholders: The Adviser represented that the advisory fee structure for the Fund had been set to price the Fund at scale at the time of its launch, which would give the Fund the benefits of scale without waiting for asset growth. The Adviser also noted that an expense cap had been put in place by the Adviser for the first year and that all of the organizational and offering expenses had been paid by the Adviser to limit the Fund’s costs during the first year of operations. The Board also considered the level of the current assets in the Fund as well as additional investments being made by the Adviser into resources to support the services provided to the Fund. The Board concluded that the lack of advisory fee breakpoints was appropriate at this time and any economies of scale were appropriately reflected in the advisory fee paid by the Fund.

Conclusion: The Board, having requested and received such information from the Adviser as it believed reasonably necessary to evaluate the terms of the Management Agreement, determined that the continuation of the Management Agreement for an additional one-year term was in the best interests of the Fund and its shareholders. In considering the Management Agreement, the Board did not identify any one factor as decisive, but rather considered these factors collectively in light of surrounding circumstances. Further, each Director may have afforded a different weight to different factors.

Sub-Advisory Agreements

Matters considered by the Board in connection with its approval of the Sub-Advisory Agreements included the following:

The nature, extent and quality of the services provided under each Sub-Advisory Agreement: As to each Sub-Adviser, the Board considered the reputation, qualifications and background of the Sub-Adviser, the investment approach of the Sub-Adviser, the experience and skills of investment personnel responsible for the day-to-day management of the Fund and the resources made available to such personnel. The Independent Board Members also considered the Sub-Advisers’ financial strength, business continuity and information security, compliance with investment policies and general legal compliance. Based upon all relevant factors, the Independent Board Members concluded that the nature, extent and quality of the services provided by the Sub-Advisers were satisfactory.

Investment Performance. As to each Sub-Adviser, the Adviser had advised the Board that the investment services delivered to the Fund were reasonable. For Brookfield, performance information was reviewed for the period from October 1, 2017 (first full month after inception of services) through March 31, 2019. For Lazard, performance information was reviewed for the period from December 31, 2018 (inception of services) through March 31, 2019. Based upon the performance attribution information provided and the Adviser’s evaluation, the Board concluded that the services of each Sub-Adviser were reasonable.

Fees, Economies of Scale, Profitability and Other Benefits to Sub-Advisers. For each Sub-Adviser, the Board considered the sub-advisory fee rates, noting that the Adviser compensates each Sub-Adviser from its own advisory fee, so that shareholders pay only the advisory fee. In addition, in evaluating

 

19


VERSUS CAPITAL REAL ASSETS FUND

Additional Information (Unaudited)

 

 

the sub-advisory fee rates, the Board considered that the sub-advisory fee rate was negotiated at arm’s length between the Adviser and the Sub-Adviser. For each Sub-Adviser, the Board received information regarding fees charged to other clients of the Sub-Adviser with similarly managed portfolios.

The Board considered whether there are economies of scale with respect to the sub-advisory services provided by each Sub-Adviser and whether they were appropriately shared, noting the breakpoints in the fee schedules.

The Board considered profitability to each Sub-Adviser. For Brookfield, the Board reviewed the financial statements of the Sub-Adviser and considered the amount of fees paid to the Sub-Adviser under the agreement. For Lazard, the Board reviewed profitability information provided by the Sub-Adviser. Based upon its review, the Board concluded that the profitability of each Sub-Advisory Agreement was not unreasonable.

The Board also considered the character and amount of other incidental benefits received by each Sub-Adviser when evaluating the sub-advisory fees. The Board considered as a part of this analysis each Sub-Adviser’s brokerage practices and soft dollar practices. The Board concluded that taking into account the incidental benefits received by each Sub-Adviser and the other factors considered, the sub-advisory fees were reasonable.

Conclusion. The Board, having requested and received such information from the Sub-Advisers as it believed reasonably necessary to evaluate the terms of each Sub-Advisory Agreement, determined that the continuation of each Sub-Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders. In considering each Sub-Advisory Agreement, the Board did not identify any one factor as decisive, but rather considered these factors collectively in light of surrounding circumstances. Further, each Director may have afforded a different weight to different factors.

Conclusion

The Board, having reviewed each of the Agreements, determined that each Agreement should be renewed because each continues to enable the Fund’s investors to obtain high quality services at a cost that is appropriate, reasonable and in the interests of investors.

 

20


Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

  (b)

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a) Not Applicable

(b) There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.


Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

 

  (a)(1)

Not applicable.

 

  (a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

  (a)(3)

Not applicable.

 

  (a)(4)

Not applicable.

 

  (b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)       Versus Capital Real Assets Fund LLC                                                                          

By (Signature and Title)*           /s/ Mark D. Quam                                                                               

 

                    Mark D. Quam, Chief Executive Officer

 

                    (principal executive officer)

Date December 2, 2019                                                                                                                            

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*           /s/ Mark D. Quam                                                                               

 

                    Mark D. Quam, Chief Executive Officer

 

                    (principal executive officer)

Date December 2, 2019                                                                                                                            

By (Signature and Title)*           /s/ Brian Petersen                                                                                

 

                    Brian Petersen, Chief Financial Officer

 

                    (principal financial officer)

Date December 2, 2019                                                                                                                            

* Print the name and title of each signing officer under his or her signature.