January 7, 2022

VIA E-MAIL

Terrance P. Gallagher
Sole Trustee
First Trust Real Assets Fund
235 West Galena Street
Milwaukee, WI 53212

       Re:     First Trust Real Assets Fund
               File Nos. 333-261593; 811-23763


Dear Mr. Gallagher:

         On December 10, 2021, you filed the above-referenced registration
statement on Form N-
2 on behalf of First Trust Real Assets Fund (the    Fund   ). We have reviewed
the registration
statement and our comments are set forth below. For convenience, we generally
organized our
comments using the headings, defined terms, and page numbers from the
registration statement
as filed on EDGAR. Where a comment is made with respect to disclosure in one
location of the
filing, it applies to all similar disclosure found elsewhere. Capitalized terms
not otherwise
defined have the same meaning as in the Fund   s registration statement.

General Comments

    1. We note that the registration statement is missing substantial
information. Please confirm
       that all missing information and all exhibits will be filed in a
pre-effective amendment to
       the registration statement. We may have additional comments on such
portions when you
       complete them in the pre-effective amendment, on disclosures made in
response to this
       letter, or on information supplied supplementally.

    2. Please tell us if any test the waters materials have been presented to
potential investors in
       connection with this offering. If so, please provide us with copies of
such materials.

    3. We note the Fund   s intention to conduct a continuous offering at net
asset value and the
       repurchase-related requirements imposed by rule 23c-3 under the
Investment Company
       Act arising from the Fund   s election to be an interval fund. The Fund
 s strategy
       contemplates investments in Private Funds and REITs whose portfolios, as
indicated on
       page 33,    may include investments that are difficult to value and that
may only be able to
       be disposed of at substantial discounts or losses.    With a view to
enhanced disclosure
 Mr. Gallagher
Page 2

       under Calculation of Net Asset Value, please explain the process and
information
       considered when valuing Private Funds and REITs (including sub-REITs) on
a daily
       basis for the purpose of selling and repurchasing Fund shares. Please
explain what
       happens if a Private Fund adjusts its valuation after the Fund used the
Private Fund   s
       prior valuation for the Fund   s net asset value calculation.

   4. Please advise us if you have submitted or expect to submit any exemptive
applications or
      no-action requests in connection with the registration statement. In this
regard:

           a. We note that the registration statement discloses in several
places that the Fund
              has received an order to operate as a multi-class fund, but no
such order has been
              issued. Please advise us of the Fund   s plans to seek such an
order. In addition,
              throughout the registration statement, please disclose that the
other class
              presented (Class A or I Shares) is not available for investment
and delete
              disclosure stating that the Fund has received an exemptive order.

           b. Please advise us whether the Fund plans to seek an exemptive
order with respect
              to the Managed Distribution Policy.

Cover Page

   5. Please incorporate the following risks to the bolded bullet point list or
explain to us why
      these risks are not appropriate:

           a. The amount of distributions that the Fund may pay, if any, is
uncertain;

           b. The Fund may pay distributions in significant part from sources
that may not be
              available in the future and that are unrelated to the Fund   s
performance, such as
              from offering proceeds, borrowings, and amounts from the Fund   s
affiliates that
              are subject to repayment by investors; and

           c. An investor will pay a sales load of up to [_]% and offering
expenses of up to
              [_]% on the amounts it invests. If you pay the maximum aggregate
[__]% for
              sales load and offering expenses, you must experience a total
return on your net
              investment of [__]% in order to recover these expenses.

   6. Under    Interval Fund,    please include a cross-reference to the
prospectus sections that
      discuss the Fund   s repurchase policies and the attendant risks. See
Guide 10 to Form N-
      2.

Prospectus Summary

   7. Under Investment Objectives and Strategies, the disclosure states that
the Fund may take
      temporary defensive positions and invest in cash equivalents, government
securities or
      other short-term fixed income securities. Please disclose that taking a
defensive position
      may not be possible given the illiquid nature of the Fund   s
investments.
 Mr. Gallagher
Page 3


   8. Under    Distribution Policy,    we note that the Managed Distribution
Policy and DRIP are
      only discussed in the Fund Summary. Please consider including a fuller
description in
      the prospectus or relocating some of the disclosure. In addition, with
respect to the
      DRIP, please disclose:

           a. How Shareholders can terminate participation in the DRIP and
rights upon
              termination;

           b. If applicable, that a Shareholder holding shares that participate
in the DRIP in a
              brokerage account may not be able to transfer the shares to
another broker and
              continue to participate in the DRIP;

           c. The type and amount (if known) of fees, commissions, and expenses
payable by
              participants in connection with the DRIP; if a cash purchase plan
option is
              available, any minimum or maximum investment required; and

           d. How the Fund will handle partial shares.

   9. Under    Summary of Taxation,    we note the disclosure stating    the
Fund may also invest,
      either directly or indirectly through a subsidiary of the Fund, in
private Investment Funds
      treated as partnerships for U.S. tax purposes.    Please confirm
supplementally that the
      subsidiary referenced refers to the Fund   s Sub-REITs and not the
Subsidiary (i.e., the
      Cayman subsidiary) or another subsidiary.

Fund Fees and Expenses

   10. Footnote 5 suggests that the Fund will leverage with borrowed funds. In
the    Fund
       Summary    and    Investment Objectives and Strategies    sections,
please disclose the
       anticipated extent of such borrowings, how the borrowings will be used,
and the material
       terms of any agreements in place.

Investment Objectives and Strategies

   Investment Strategies and Overview of the Investment Process

   11. The disclosure in this section focuses on the types of investments the
Fund will make, but
       provides no insight into how the Adviser will research and select
investments or construct
       the portfolio as a whole. Please consider revising to explain the
Adviser   s strategies and
       process rather than listing investment types.

   12. The third sentence states that    Real asset companies include companies
that own, operate
       or derive at least 50% of their profits or revenues from, or commit at
least 50% of their
       assets to, real assets and activities related to real assets.    Please
describe with specificity
       the    activities related to real assets    and how these activities are
linked to    real assets
 Mr. Gallagher
Page 4

       investments. In addition, please remove    without limitation    from
the definition of real
       assets and disclose what makes an investment type    associated with
real assets.

   13. The disclosure on page 13 under    Private Funds    states that    The
Private Funds may
       invest in properties located outside of the United States, including in
any one non-U.S.
       country, which investments, in the aggregate, shall not exceed 50% of
the Fund   s total
       assets.    Please reconcile this disclosure with the previous sentence,
which notes that the
       Fund will not invest more than 15% of its assets in Private Funds, among
other pooled
       investment vehicles. We may have further comments.

   14. If the Investment Adviser or any of its affiliates will be entitled to
any form of
       compensation in connection with the Sub-REITs (including structuring or
management
       fees), please revise to disclose the nature and material terms of such
compensation.

   15. The disclosure on page 14 under    Real Asset Securities    states that:

           a.      The Fund   s direct and indirect investments in the
securities of non-U.S. issuers
                (excluding the Private Funds) shall not exceed in the aggregate
50% of the Fund   s
                total assets.    Please disclose this investment more
prominently, including in the
                Fund Summary and in the first paragraph under Investment
Strategies and
                Overview of Investment Process. Please also disclose whether
there are specific
                countries or regions in which the Fund expects to invest. In
this regard, we note
                the disclosure in the risk section re: emerging markets risk.
In addition:

                    i. If the Fund intends to principally invest in China,
including A-Shares,
                       please disclose this in the Fund   s principal
investment strategy and as a
                       principal risk; and

                   ii. Please confirm in correspondence that the Fund will not
principally invest
                       in U.S. listed Chinese companies, including those that
use a variable
                       interest entity structure. If it intends to make such
investments, please
                       include appropriate principal investment strategy and
risk disclosure. In
                       this regard, please see, e.g., Chair Gary Gensler   s
Statement on Investment
                       Protection Related to Recent Developments in China (July
30, 2021). We
                       may have additional comments.

           b. The Fund may invest up to 15% of its assets in high yield or
junk    bonds. Please
              disclose this investment more prominently, including in the Fund
Summary and in
              the first paragraph under Investment Strategies and Overview of
Investment
              Process.

   16. With respect to the Subsidiary:

           a. Please include the investment advisory agreement between the
Subsidiary and the
              Investment Adviser as an exhibit to the registration statement,
as it is a material
              contract;
 Mr. Gallagher
Page 5


           b. Please confirm that the Subsidiary   s principal investment
strategies or principal
              risks that constitute principal investment strategies or risks of
the Fund have been
              disclosed;

           c. Please confirm that the Subsidiary   s principal investment
strategies or principal
              risks that constitute principal investment strategies or risks of
the Fund have been
              disclosed;

           d. Please explain in correspondence whether the financial statements
of the
              Subsidiary will be consolidated with those of the Fund. If not,
please explain why
              not;

           e. Please confirm in correspondence that: (1) the Subsidiary   s
management fee
              (including any performance fee), if any, will be included in
Management Fees
              and the Subsidiary   s expenses will be included in    Other
Expenses    in the Fund   s
              prospectus fee table; and (2) the Subsidiary and its board of
directors will agree to
              inspection by the staff of the Subsidiary   s books and records,
which will be
              maintained in accordance with Section 31 of the Investment
Company Act and the
              rules thereunder; and

           f. Please confirm that the Subsidiary and its board of directors
will agree to
              designate an agent for service of process in the United States.

   17. Under    Precious Metals,    please disclose examples of    other
minerals and chemical
       elements.    In addition, please describe how the Fund will obtain its
exposure to precious
       metals (e.g., through its investment in the Subsidiary) in this section
and in the    Precious
       Metals    risk section under    Principal Risks.

   18. In the second bullet under    The Subsidiary    on page 15, for clarity,
please change
          exchange-traded funds    to    exchange-traded products    if
accurate.

Principal Risk Factors

   Leverage Risk

   19. Please disclose that the management fee payable to the Investment
Adviser will be higher
       when the Fund uses leverage than when it does not use leverage and that
the Investment
       Adviser: 1) has a financial incentive to use leverage; and 2) will have
a conflict of interest
       in determining whether to use or increase the use of leverage for the
Fund. Please also
       explain how the Investment Adviser expects to manage this conflict of
interest.

   Liquidity Risk

   20. Please correct the multiple cross-references to    Quarterly Repurchases
of Shares    in this
       paragraph and throughout the prospectus, as such section does not exist.
 Mr. Gallagher
Page 6


    Repurchase Policy Risk

    21. We note that the Fund discloses that it may reserve some of its net
assets in cash to
        finance Share repurchases. Please confirm that such cash will not
include cash generated
        from selling additional Shares or from income expected to be received
during the tender
        period.

    Derivatives Risk

    22. For clarity, please group    Derivatives Risks,       Futures Contracts
Risks,    and    Exchange-
        Linked Instruments Risks    together.

    LIBOR Risk

    23. Please review this disclosure in light of the Staff Statement on LIBOR
Transition - Key
        Considerations for Market Participants (Dec. 12, 2021) and update the
risk disclosure as
        appropriate, e.g., to include operational risks of service providers
and market participants
        that may affect the Fund.

    Concentration Risk

    24. Please tailor the    Concentration Risk    to the Fund   s policy of
concentrating its
        investments in securities of companies in the real estate industry.

    Potential Conflicts of Interest Risk

    25. In the last sentence, please correct the cross reference to the SAI to
be    Investment
        Management and Other Services - Conflicts of Interest.

    Limits of Risk Disclosure

    26. The disclosure under this heading refers to documents that will not be
delivered with the
        prospectus and otherwise implies that the disclosure is incomplete.
Please remove or
        revise the disclosure to avoid this implication.

Management of the Fund

    The Investment Adviser

    27. Please include appropriate disclosure that provides investors with a
basis to assess the
        expertise and experience of the Investment Adviser with respect to
foreign investments.
        See Guide 9 to Form N-2.


 Mr. Gallagher
Page 7

   Portfolio Managers

   28. Please disclose that the SAI provides additional information about the
portfolio
       managers    compensation, other accounts managed, and the portfolio
managers
       ownership of Fund securities. See Item 9.1.c of Form N-2.

Fund Expenses

         If organizational expenses will be paid out of Fund assets, please so
disclose, including
         how will they be amortized and over what period. See Item 9.1.f of
Form N-2.

Tender Offers/Offers to Repurchase

   29. Please revise this sentence    In certain circumstances, the Board may
require a
       Shareholder to tender its Shares    to note that any such redemption
will be conducted
       consistently with the requirements of rule 23c-2 under the Investment
Company Act.

Calculation of Net Asset Value

   30. Please revise the sentence beginning    To the extent that the Fund
invests in private
       Investment Funds    on page 25 to reflect the Fund   s principal
investment strategy, which
       includes such investments.

Taxation of the Fund

   31. The fifth paragraph on page 63 states that the Fund    expects to invest
   in certain debt
       instruments, including OID securities. Please confirm that the Fund will
not invest
       principally in OID securities. If the Fund intends to make such
investments, please
       include appropriate disclosure in the principal investment strategy and
risk sections. We
       may have further comments.

SAI

   32. In    Control Positions    on page B-7, please describe the risks to the
Fund if an Investment
       Fund incurred significant liabilities resulting from regulatory
violations.

Part C

   33. Please supplementally confirm that the Fund will file executed copies of
the agreements
       listed in the exhibit index when available.

   34. We note that section 4.3 of the By-Laws states that broker non-votes
will be counted as
       present for quorum purposes. Please advise us how this provision is
consistent with
       NYSE Rule 452 with respect to shareholder meetings involving non-routine
matters.
 Mr. Gallagher
Page 8

      35. Please confirm that the legal opinion (to be filed by amendment) will
be consistent with
          Staff Legal Bulletin No. 19 (Oct. 14, 2011).

      36. We note that the Board of Trustees has not been entirely selected and
that the registration
          statement has been signed by the sole trustee. Please ensure that
once the Board of
          Trustees has been properly constituted, a pre-effective amendment to
the registration
          statement will be signed by a majority of trustees. See Section 6(a)
of Securities Act.



                                                *****

Responses to this letter should be made in a letter to me filed on EDGAR and in
the form of pre-
effective amendments filed pursuant to rule 472 under the Securities Act. Where
no change will
be made in a filing in response to a comment, please indicate this fact in the
letter to us and
briefly state the basis for your position.

We remind you that the Fund is responsible for the accuracy and adequacy of its
disclosure in the
registration statements, notwithstanding any review, comments, action, or
absence of action by
the staff.

Should you have any questions prior to filing a pre-effective amendment, please
contact me at
(202) 551-6869 or hunter-cecih@sec.gov.

                                                        Sincerely,

                                                        /s/ Holly Hunter-Ceci

                                                        Holly Hunter-Ceci
                                                        Senior Counsel




cc:      Joy Ausili, UMB Fund Services, Inc.
         John Kernan, Staff Accountant
         Jay Williamson, Branch Chief
         Christian Sandoe, Assistant Director