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: 811-22534
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, 2018
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.
VERSUS CAPITAL REAL ASSETS
FUND LLC
Semi-Annual Report
September 30, 2018
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.
TABLE OF CONTENTS
Portfolio of Investments.......................................................................................................................................... | 2-3 |
Statement of Assets and Liabilities........................................................................................................................ | 4 |
Statement of Operations.......................................................................................................................................... | 5 |
Statements of Changes in Net Assets..................................................................................................................... | 6 |
Statement of Cash Flows........................................................................................................................................ | 7 |
Financial Highlights................................................................................................................................................ | 8 |
Notes to Financial Statements................................................................................................................................ | 9-14 |
Additional Information........................................................................................................................................... | 15 |
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, 2018 (Unaudited)
Shares | Value | Shares | | Value | |
Private Investment Funds * - 53.1% | | | Electric-Integrated – (continued) | | |
| Diversified – 53.1% | | 69,400 | Dominion Energy, Inc.,............................................ | $ 4,877,432 | |
32,131,871 | AMP Capital Diversified Infrastructure Trust.......... | $ 24,687,523 | 18,200 | Duke Energy Corp. .................................................. | 1,456,364 | |
| AMP Capital Infrastructure Debt Fund III (USD | | 23,000 | Edison International ................................................. | 1,556,640 | |
9,149,334 | Hedged LP............................................................... | 9,656,503 | 275,200 | Enel SPA ................................................................... | 1,409,725 | |
| BTG Pactual Open Ended Core US Timberland | | 45,800 | Entergy Corp. ........................................................... | 3,715,754 | |
122,236 | Fund LP..................................................................... | 132,583,393 | 68,648 | Firstenergy Corp. ..................................................... | 2,551,646 | |
90,000,000 | Ceres Farmland Holdings LP..................................... | 92,124,639 | 47,194 | Nextera Energy, Inc. ................................................. | 7,909,714 | |
| Colonial First State Managed Infrastructure, Ltd. | | 51,680 | PG&E Corp.*** ........................................................ | 2,377,797 | |
24,112,380 | ATF Global Dividend Infrastructure Fund LP..... | 40,002,438 | 70,300 | Xcel Energy, Inc. ...................................................... | 3,318,863 | |
17,239 | Hancock Timberland and Farmland Fund LP............ | 17,037,726 | | | | |
16,167 | Harrison Street Social Infrastructure Fund................ | 16,166,667 | | Energy-Alternate Sources – 0.2% | | |
12,500,000 | IFM Global Infrastructure Fund LP........................... | 12,500,000 | 89,900 | Pattern Energy Group, Inc. ..................................... | | |
1,599,542 | IFM Sub Investment Grade Debt Fund (US) A LP... | 1,599,542 | | | | |
82,019,982 | IIF LP.............................................................................. | 71,865,908 | | Food-Miscellaneous/Diversified – 2.0% | | |
24,643 | Jamestown Timberland Fund..................................... | 24,681,500 | 37,299 | Danone SA ............................................................... | 2,888,508 | |
80,000,000 | RMS Evergreen US Forestland Fund LP................... | 82,695,200 | 62,544 | General Mills, Inc...................................................... | 2,684,388 | |
49,808 | US Core Farmland Fund LP.......................................... | 59,189,675 | 28,717 | Ingredion, Inc............................................................ | 3,014,136 | |
13,600,000 | Versus Capital Real Assets Sub-REIT LLC**.......... | 13,942,720 | 51,249 | Kraft Heinz Co. ......................................................... | 2,824,332 | |
| Total Private Investment Funds................................ | | 67,501 | Mondelez International, Inc..................................... | 2,899,843 | |
| (Cost $583,980,300) | | 34,705 | Nestle SA.................................................................... | 2,893,380 | |
| | | 46,000 | Tyson Foods, Inc...................................................... | 2,738,380 | |
| | | 1,279,547 | Wilmar International, Ltd......................................... | 3,013,892 | |
Common Stocks – 18.6% | | | | | |
| Agricultural Chemicals – 1.1% | | | Food-Wholesale/Distribution – 0.3% | | |
56,147 | CF Industries Holdings, Inc. ...................................... | 3,056,643 | 38,271 | Sysco Corp. .............................................................. | | |
95,246 | Mosaic, Co. ................................................................... | 3,093,590 | | | | |
52,324 | Nutrien, Ltd. .................................................................. | 3,021,193 | | Forestry – 1.0% | | |
65,681 | Yara International ASA .............................................. | 3,225,642 | 205,200 | West Fraser Timber Co., Ltd................................... | | |
| | | | | | |
| Agricultural Operations – 1.3% | | | Gas-Distribution – 1.5% | | |
59,266 | Archer-Daniels-Midland Co. ..................................... | 2,979,302 | 22,300 | Atmos Energy Corp.................................................. | 2,094,193 | |
46,199 | Bunge, Ltd...................................................................... | 3,174,333 | 130,900 | Beijing Enterprises Holdings, Ltd........................... | 734,064 | |
2,726,400 | IOI Corp. Bhd ............................................................... | 2,990,904 | 183,000 | ENN Energy Holdings, Ltd...................................... | 1,589,607 | |
497,300 | Kuala Lumpur Kepong Bhd ....................................... | 2,999,301 | 505,300 | National Grid, PLC ................................................... | 5,212,252 | |
2,288,000 | Sime Darby Plantation Bhd ........................................ | 2,930,144 | 107,900 | NiSource, Inc............................................................. | 2,688,868 | |
| | | 12,600 | Sempra Energy .......................................................... | 1,433,250 | |
| Airport Development/Maintenance – 0.9% | | 102,300 | Tokyo Gas Co., Ltd. ................................................. | 2,514,282 | |
18,500 | Aena SME SA ............................................................... | 3,211,172 | | | | |
5,600 | Aeroports De Paris....................................................... | 1,260,714 | | Independent Power Producer – 0.1% | | |
538,100 | Auckland International Airport, Ltd. ......................... | 2,603,756 | 27,800 | NRG Energy, Inc. ..................................................... | | |
134,700 | Beijing Capital International Airport Co., Ltd. ......... | 1,473,682 | | | | |
32,800 | Grupo Aeroportuario Del Pacifico SAB De CV ....... | 1,492,484 | | Non-hazardous Waste Disposal – 0.1% | | |
| | | 1,304,500 | China Water Affairs Group, Ltd. ................................ | | |
| Building & Construction-Miscellaneous – 0.1% | | | | | |
50,554 | Ferrovial SA .................................................................. | | | Oil Companies-Exploration & Production – 0.1% | | |
| | | 675,200 | Kunlun Energy Co., Ltd. ............................................. | | |
| Building-Heavy Construction – 0.4% | | | | | |
| Promotora Y Operadora De Infraestructura SAB | | | Pipelines – 2.4% | | |
160,200 | De CV........................................................................ | 1,705,153 | 26,100 | Cheniere, Inc.***...................................................... | 1,813,689 | |
25,400 | Vinci SA......................................................................... | 2,418,823 | 232,300 | Enbridge, Inc............................................................. | 7,496,043 | |
| | | 287,700 | Kinder Morgan, Inc.................................................. | 5,100,921 | |
| Chemicals-Diversified – 0.5% | | 86,800 | Pembina Pipeline Corp............................................. | 2,949,446 | |
35,047 | FMC Corp. .................................................................... | 3,055,397 | 38,500 | Targa Resources Corp. ............................................ | 2,167,935 | |
135,399 | K+S AG ......................................................................... | 2,842,264 | 58,900 | Transcanada Corp..................................................... | 2,383,087 | |
| | | 172,000 | Williams Cos., Inc. ................................................... | 4,676,680 | |
| Electric-Distribution – 0.5% | | | | | |
157,400 | Infraestructura Energetica Nova SAB De CV............. | 782,206 | | Public Thoroughfares – 1.0% | | |
58,500 | Orsted A/S ..................................................................... | 3,973,836 | 123,400 | Atlantia SPA ............................................................. | 2,560,297 | |
153,650 | Transmissora Alianca De Energia Eletrica SA......... | 760,917 | 304,200 | Atlas Arteria, Ltd. ..................................................... | 1,534,842 | |
| | | 117,800 | CCR SA ..................................................................... | 246,769 | |
| Electric-Integrated – 3.5% | | 45,300 | Corp America Airports SA***................................ | 386,862 | |
46,200 | Ameren Corp. ................................................................ | 2,920,764 | 636,700 | EcoRodovias Infraestrutura e Logistica SA.......... | 1,122,508 | |
71,700 | American Electric Power Co., Inc................................ | 5,082,096 | 1,165,300 | Jiangsu Expressway Co., Ltd. ................................ | 1,494,518 | |
56,700 | CMS Energy Corp......................................................... | 2,778,300 | 538,086 | Transurban Group ................................................... | 4,364,089 | |
| | | | | | |
See accompanying notes to financial statements
2
VERSUS CAPITAL REAL ASSETS FUND LLC
Portfolio of Investments – September 30, 2018 (Unaudited) (continued)
Shares | | Value | Shares | | | |
| Satellite Telecom – 0.1% | | Short-Term Investments – 8.2% | | |
30,400 | Eutelsat Communications SA................................... | | | Morgan Stanley Institutional Liquidity Fund- | | |
| | | 92,754,838 | Treasury Securities Portfolio.............................. | | |
| Transport-Rail – 1.3 % | | | (Cost $92,754,838) | | |
19,600 | Canadian National Railway Co................................. | 1,758,712 | | | | |
7,000 | Canadian Pacific Railway, Ltd.................................. | 1,480,749 | | Total Investments – 98.8%.................................... | | |
41,600 | CSX Corp..................................................................... | 3,080,480 | | (Cost $935,923,674) | | |
37,900 | East Japan Railway Co................................................ | 3,520,811 | | | | |
98,700 | Getlink............................................................................ | 1,260,551 | | Other Assets Net of Liabilities – 1.2% ............... | | |
9,500 | Kansas City Southern................................................ | 1,076,160 | | Net Assets – 100.0%............................................... | | |
137,800 | Rumo SA***............................................................... | 509,429 | | | | |
8,800 | Union Pacific Corp..................................................... | 1,432,904 | * | Non-Tradable Securities. | | |
11,100 | West Japan Railway Co.............................................. | 773,835 | ** | Affiliated issuer. | | |
| | | *** | Non-income producing security. | | |
| Water - 0.2% | | | | | |
968,400 | Guangdong Investment, Ltd. .................................... | 1,719,489 | | Portfolio Abbreviations: | | |
28,700 | Severn Trent, PLC....................................................... | 691,670 | | LP – Limited Partnership | | |
| | | | PLC – Public Limited Company | | |
| Total Common Stocks............................................... | | | REIT – Real Estate Investment Trust | | |
| (Cost $209,640,839) | | | | | |
| | | | | % of Net | |
Real Estate Investment Trust – 4.8% | | | | | |
| REITS-Diversified – 4.8% | | | Diversified................................................................ | 57.5% | |
37,100 | American Tower Corp., REIT.................................... | 5,390,630 | | Private Debt.............................................................. | 8.3% | |
558,694 | Catchmark Timber Trust, Inc., REIT ........................ | 6,385,872 | | Short-Term Investment............................................ | 8.2% | |
213,000 | Farmland Partners, Inc., REIT Corp., REIT.............. | 1,427,100 | | REITS-Diversified................................................... | 4.8% | |
107,700 | Gladstone Land Corp., REIT..................................... | 1,329,018 | | Pipelines.................................................................... | 3.8% | |
297,230 | Potlatch Corp., REIT................................................... | 12,171,568 | | Electric-Integrated.................................................... | 3.5% | |
397,500 | Rayonier, Inc., REIT .................................................. | 13,439,475 | | Food-Miscellaneous/Diversified............................. | 2.0% | |
9,300 | SBA Communications Corp., REIT**...................... | 1,493,859 | | Gas Distribution....................................................... | 1.5% | |
399,100 | Weyerhaeuser Co., REIT........................................... | 12,878,957 | | Agricultural Operations........................................... | 1.3% | |
| | | | Transport-Rail.......................................................... | 1.3% | |
| Total Real Estate Investment Trust........................ | | | Agricultural Chemicals............................................ | 1.1% | |
| (Cost $59,726,616) | | | Public Thoroughfares | 1.0% | |
| | | | Forestry..................................................................... | 1.0% | |
Par | | | | All Other Industries.................................................. | 3.5% | |
Corporate Debt – 1.4% | | | Other Assets Net of Liabilities................................ | 1.2% | |
| Pipelines – 1.4% | | | Total.......................................................................... | 100.0% | |
| EPIC Y-Grade Services, LP, | | | | | |
$10,750,000 | 5.50%, 6/7/2025 ....................................................... | 10,494,688 | | | | |
| Woodford Express LLC, | | | | | |
5,552,925 | 7.24%, 1/27/2025 ..................................................... | 5,546,012 | | | | |
| | | | | | |
| Total Corporate Debt.................................................. | | | | | |
| (Cost $16,001,807) | | | | | |
| | | | | | |
Private Debt – 12.7% | | | | | |
49,375,000 | Blackstone CQP Common Holdco LP....................... | 49,375,000 | | | | |
87,263,795 | Frija LP***................................................................... | | | | | |
| (Cost $142,079,404) | | | | | |
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See accompanying notes to financial statements
3
VERSUS CAPITAL REAL ASSETS FUND LLC
Statement of Assets and Liabilities
| |
ASSETS: | |
Investments: | |
..... Non-affiliated investment in securities at cost................................................................................... | $ 1,090,583,804 |
..... Non-affiliated net unrealized appreciation........................................................................................ | 9,883,447 |
..... Total non-affiliated investment in securities, at fair value................................................................. | 1,100,467,251 |
..... Affiliated investment in securities at cost......................................................................................... | 13,600,000 |
..... Affiliated net unrealized appreciation............................................................................................... | 342,700 |
..... Total affiliated investment in securities, at fair value........................................................................ | 13,942,700 |
| |
Foreign Currency (Cost $902,639)........................................................................................................ | 906,013 |
| |
Receivables for: | |
Investments sold............................................................................................................................... | 1,152,064 |
Dividends and interest....................................................................................................................... | 12,366,719 |
Fund shares sold............................................................................................................................... | 4,456,643 |
Reclaims........................................................................................................................................... | �� 126,331 |
Total receivables................................................................................................................................. | 18,101,754 |
Prepaid expenses.................................................................................................................................. | 98,626 |
Total Assets..................................................................................................................................... | 1,133,516,344 |
| |
LIABILITIES: | |
Due to Custodian – Cash....................................................................................................................... | 100,067 |
| |
Payables for: | |
Investments purchased...................................................................................................................... | 1,876,568 |
Dividends......................................................................................................................................... | 46 |
Adviser fees, net............................................................................................................................... | 3,069,310 |
Administrative fees........................................................................................................................... | 102,283 |
Audit and tax fees............................................................................................................................. | 32,085 |
Custodian fees.................................................................................................................................. | 26,116 |
Directors’ fees.................................................................................................................................. | 7,353 |
Legal fees......................................................................................................................................... | 15,542 |
Registration fees............................................................................................................................... | 1,667 |
Printing fees...................................................................................................................................... | 3,032 |
Transfer agent fees | 23,170 |
Accrued expenses and other liabilities................................................................................................ | 79,792 |
Total Liabilities............................................................................................................................... | 5,337,031 |
Commitments and Contingent Liabilities (Note 6) | |
NET ASSETS...................................................................................................................................... | $ 1,128,179,313 |
| |
| |
NET ASSETS consist of: | |
Paid-in capital....................................................................................................................................... | $ 1,119,194,082 |
Distributions in excess of net investment income................................................................................... | 2,264,584 |
Accumulated net realized gain on investments and foreign currency....................................................... | (3,508,875) |
Net unrealized appreciation on investments and foreign currency........................................................... | 10,229,522 |
TOTAL NET ASSETS........................................................................................................................ | $ 1,128,179,313 |
| |
Net Assets........................................................................................................................................ | $ 1,128,179,313 |
Shares of beneficial interest outstanding (unlimited authorization)...................................................... | 44,599,686 |
Net asset value price per share (Net Assets/Shares Outstanding) .................................................... | $ 25.30 |
| |
| |
See accompanying notes to financial statements.
4
VERSUS CAPITAL REAL ASSETS FUND LLC
Statement of Operations
For the Six Months Ended September 30, 2018 (Unaudited)
|
| | |
Investment Income: | |
Dividends income................................................................................................................................... | $ 16,035,706 |
Interest income....................................................................................................................................... | 649,079 |
Income from payment-in-kind | 5,440,609 |
Less: foreign taxes withheld.................................................................................................................... | (475,932) |
Total Investment Income.......................................................................................................................... | 16,208,853 |
| |
Expenses: | |
Adviser fees (Note 3).............................................................................................................................. | 5,532,168 |
Administrative fees................................................................................................................................. | 188,774 |
Director's fees (Note 3)........................................................................................................................... | 84,853 |
Transfer agent fees.................................................................................................................................. | 27,554 |
Custodian fees........................................................................................................................................ | 37,839 |
Registration fees..................................................................................................................................... | 67,015 |
Audit and tax fees................................................................................................................................... | 16,923 |
Legal fees............................................................................................................................................... | 253,650 |
Printing................................................................................................................................................... | 53,155 |
Insurance fees......................................................................................................................................... | 17,539 |
Other expenses........................................................................................................................................ | 30,855 |
Total Expenses.................................................................................................................................... | 6,310,325 |
Net Investment Income............................................................................................................................. | 15,339,137 |
| |
Net Realized and Unrealized Gain (Loss) on Investments | |
Net realized loss on investments.............................................................................................................. | (4,137,881) |
Net realized loss on foreign currency transactions.................................................................................... | (37,083) |
Net change in unrealized appreciation on non-affiliated investment securities and foreign currency........... | 5,203,797 |
Net change in unrealized appreciation on affiliated investment securities.................................................. | 256,001 |
Net Realized and Unrealized Gain on Investments................................................................................... | 1,284,834 |
| |
Net Increase in Net Assets Resulting from Operations............................................................................. | $ 16,623,971 |
| |
|
See accompanying notes to financial statements.
5
VERSUS CAPITAL REAL ASSETS FUND LLC
Statements of Changes in Net Assets
| | |
| Six Months Ended | |
| September 30, 2018 | Year Ended |
Increase in Net Assets: | (Unaudited) | March 31, 2018 |
From Operations: | | |
Net investment income............................................................................................. | $ 15,339,137 | $ 3,611,245 |
Net realized loss on investment securities and foreign currency................................. | (4,174,964) | (2,355,322) |
Net change in unrealized appreciation on investments and foreign currency............... | | |
Net Decrease in Net Assets Resulting from Operations............................................. | | |
| | |
Distributions to Shareholders from: | | |
Net investment income............................................................................................. | (13,048,971) | (615,416) |
Return of Capital...................................................................................................... | | |
Total Distributions................................................................................................. | | |
| | |
Capital Share Transactions: | | |
Class F-Shares: | | |
Shares issued............................................................................................................ | 334,129,726 | 805,250,864 |
Reinvested dividends................................................................................................ | 2,647,152 | 449,382 |
Shares redeemed...................................................................................................... | | |
Net Increase in Net Assets Resulting from Capital Share Transitions | | |
Total Increase in Net Assets | | |
| | |
Net Assets: | | |
Beginning of Period................................................................................................. | | |
End of Period........................................................................................................... | | |
Distributions in excess of net investment income................................................... | | |
| | |
| | |
Share Transactions: | | |
Shares sold............................................................................................................... | 13,201,020 | 32,127,748 |
Shares issued in reinvestment of dividends................................................................ | 104,956 | 18,026 |
Shares redeemed...................................................................................................... | | |
Net Increase in Shares of Beneficial Interest Outstanding........................................ | | |
| | |
See accompanying notes to financial statements.
6
VERSUS CAPITAL REAL ASSETS FUND LLC
Statement of Cash Flows
For the Six Months Ended September 30, 2018 (Unaudited)
| |
Cash Flows Provided by Operating Activities: | |
Net increase in net assets resulting from operations...................................................................... | $ 16,623,971 |
| |
Adjustments to Reconcile Net Increase in Net Assets Resulting | |
From Operations to Net Cash Used in Operating Activities: | |
Purchases of investment securities............................................................................................... | (471,485,540) |
Proceeds from disposition of investment securities...................................................................... | 79,762,265 |
Net proceeds from short-term investment securities..................................................................... | (79,212,892) |
Change in net unrealized depreciation on securities and foreign currency..................................... | (5,459,798) |
Income from payment-in-kind..................................................................................................... | (5,440,609) |
Net realized loss from investments sold....................................................................................... | 4,137,881 |
Net realized loss from foreign currency transactions.................................................................... | 37,083 |
Net amortization/(accretion) of premium/(discount)..................................................................... | 36,720 |
Increase in dividends and interest receivable................................................................................ | (9,584,353) |
Increase in reclaim receivable..................................................................................................... | (126,331) |
Decrease in other assets.............................................................................................................. | 29,740 |
Increase in prepaid expenses....................................................................................................... | (30,271) |
Decrease in Due to Custodian..................................................................................................... | (184,033) |
Increase in Advisor fees payable, net........................................................................................... | 1,238,964 |
Increase in administration fees payable........................................................................................ | 31,920 |
Decrease in audit and tax fees payable......................................................................................... | (26,615) |
Decrease in legal fees payable..................................................................................................... | (3,233) |
Increase in custodian fees payable............................................................................................... | 617 |
Increase in directors’ fees payable............................................................................................... | 7,353 |
Decrease in registration fees payable........................................................................................... | (8,971) |
Decrease in printing fees payable................................................................................................ | (10,084) |
Increase in transfer agent fees payable......................................................................................... | 6,520 |
Increase in accrued expenses and other liabilities......................................................................... | 4,277 |
Net Cash Used in Operating Activities..................................................................................... | (311,229,635) |
Effect of exchange rate changes on foreign currency.................................................................... | (30,177) |
| |
Cash Flows from Financing Activities: | |
Proceeds from shares sold...................................................................................................... | 337,390,215 |
Payment of shares redeemed.................................................................................................. | (14,906,074) |
Dividends paid (net of reinvestment of dividends).................................................................. | (10,401,819) |
Net Cash Provided by Financing Activities | 312,082,322 |
Net Decrease in Cash...................................................................................................... | 822,510 |
| |
Cash and Foreign Currency: | |
Beginning of the period......................................................................................................... | $ 83,503 |
End of the period................................................................................................................... | $ 906,013 |
| |
Supplemental Disclosure of Cash Flow Information: | |
Reinvestment of dividends..................................................................................................... | $ 2,647,152 |
| |
| |
See accompanying notes to financial statements.
7
VERSUS CAPITAL REAL ASSETS FUND LLC
| | Six Months | Period From |
| | Ended | September 18, 2017 |
| | September 30, 210 | (inception) |
| | (Unaudited) | To March 31, 2018 |
| | | |
Net Asset Value, Beginning of Period | | $ 25.18 | $ 25.00 |
Income from investment operations | | | |
Net investment income (a)............................................................................................................................ | | 0.40 | 0.17 |
Net realized and unrealized gain.................................................................................................................. | | | |
Total from investment operations.................................................................................................................. | | | |
| | | |
| | | |
Less Distributions: | | | |
.... From net investment income......................................................................................................................... | | (0.34) | (0.02) |
.... From return of capital | | | |
Total Distributions | | | |
Net Asset Value, End of Period | | | |
| | | |
Total Return Based on Net Asset Value | | 1.59%(b) | 1.12%(b) |
| | | |
Ratios and Supplemental Data: | | | |
Net Assets at end of period (000’s)................................................................................................................... | | $ 1,128,179 | $ 802,734 |
Ratios of gross expenses to average net assets................................................................................................ | | 1.31%(c) | 1.36%(c) |
Ratios of net expenses to average net assets.................................................................................................... | | 1.31%(c) | 1.36%(c) |
Ratios of net investment income to average net assets.................................................................................. | | 3.19%(c) | 1.26%(c) |
Portfolio turnover rate......................................................................................................................................... | | 3.72%(b) | 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.
8
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (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 a wholly-owned and controlled subsidiary (the “Subsidiary”) that will make direct co-investments into timberland and agriculture/farmland assets. The Fund will maintain voting control of the Subsidiary. The Subsidiary will be a real estate investment trust (“Sub-REIT”) and the Fund shall report its investment in the Sub-REIT in accordance with generally accepted accounting principles. Accordingly, the Fund’s investment in the Sub-REIT 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-REIT will be consolidated with the assets of the Fund in order to determine compliance with such policies. Any leverage incurred at the Subsidiary 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 Subsidiary. 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 was originally authorized to issue an unlimited number of shares of beneficial interest without par value up to a total of $450,000,000. On October 20, 2017, the Fund registered additional shares allowing it to issue an unlimited number of shares of beneficial interest without par value up to a total of $650,000,000. On February 1, 2018, the Fund registered additional shares allowing it to issue an unlimited number of shares of beneficial interest without par value to a total of $1.25 Billion. On July 25, 2018, the Fund registered additional shares allowing it to issue an unlimited number of shares of beneficial interest without par value to a total of $2,000,000.
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 Funds price their 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 bid 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.
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. 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 NAV.
As a general matter, the Fund records the fair value of its interests in certain investment funds based on the NAV provided by the Investment Managers and their agents. These fair value calculations will involve significant professional judgment by the Investment Managers in the application of both observable and unobservable attributes, the calculated net asset values of the Investment Funds' assets may differ from their actual realizable value or future fair value. Valuations will be provided to the Fund based on the interim unaudited financial records of Investment Funds, and, therefore, will be estimates subject to adjustment (upward or downward) upon the auditing of such financial records and may fluctuate as a result. Furthermore, the Board and the Adviser may not have the ability to assess the accuracy of these valuations.
9
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (Unaudited) (continued)
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.
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, prepayment 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. It is the Fund's policy to recognize transfers in and out of the levels at the value at the (end or beginning) of the period. For the period ended September 30, 2018, there were no transfers between levels. A summary of inputs used to value the Fund’s investments as of September 30, 2018 is as follows:
| | | Level 2 | Level 3 |
| Total Market | Level 1 | Significant | Significant |
| Value at | Quoted | Observable | Unobservable |
| 9/30/2018 | Price | Inputs | Inputs |
| | | | |
Common Stocks *........................................... | $ 209,154,741 | $ 209,154,741 | $ – . | $ – . |
Real Estate Investment Trust *........................ | 54,516,479 | 54,516,479 | – . | – . |
Corporate Debt *............................................. | 16,040,700 | – . | 16,040,700 | – . |
Private Debt*.................................................. | 93,834,759 | – . | – . | 93,834,759 |
Short-Term Investments*................................ | | | | |
Subtotal.......................................................... | | | | |
Private Investment Funds*.............................. | | | | |
Total............................................................... | | | | |
| | | | |
* See Schedule of Investments for industry breakout.
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; and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges. There were no transfers between categories during the period ended September 30, 2018.
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
Balance as of 03/31/2018................................ | $ 51,130,355 |
Net purchases................................................. | 37,263,795 |
Interest paid in-kind........................................ | |
Balance as of 09/30/2018................................ | |
For the period ended September 30, 2018 the total change in unrealized gain on Level 3 securities still held at the end of the period was $5,440,609.
10
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (Unaudited) (continued)
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. 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, if any, 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.
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, together with any dividends or interest income earned from such investments. A portion of any dividend 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 period ended September 30, 2018, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits 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.
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.
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.
Under federal tax law, capital losses realized after October 31 may be deferred and treated as having arisen on the first day of the
following fiscal year.
As of September 30, 2018, the gross unrealized appreciation and depreciation and net unrealized appreciation on a tax basis were approximately $33,612,000, ($17,945,000) and $15,667,000, respectively. The aggregate cost of securities for federal income tax purposes at September 30, 2018, was approximately $1,098,743,000.
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.
11
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (Unaudited) (continued)
NOTE 3. FEES AND OTHER TRANSACTIONSWITH 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 average daily net assets of the Fund and is paid quarterly. The Fund accrued fees to the Adviser of approximately $5,532,000 for the period ended September 30, 2018.
The Adviser will invest in a select group of institutional investment funds exclusively focused on Real Asset Related Investments. The Adviser has retained the services of the following Investment Managers for the Fund: Brookfield Investment Management Inc., Lazard Asset Management LLC and AMP Capital Investors (US) Limited. The Investment Managers will sub-advise 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) (referred to hereafter as the “Real Asset Securities” and together with the Investment Funds as “Real Asset Related Investments”). Fees to investment managers are based on the average net assets of the fund 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; provided, however, that if more than three board meetings require out-of-town travel time, such additional travel time may be billed at the rate set forth in the Board of Directors Retainer Agreement or as amended by action of the Board from time to time. 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.
NOTE 4. INVESTMENT TRANSACTIONS
For the period ended September 30, 2018, the purchases and sales of investment securities, excluding short-term investments and U.S. Government securities were approximately $470,797,000 and $76,916,000, 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 period ended September 30, 2018 cumulatively were approximately $14,906,000.
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 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. As a result, tendering shareholders may not have all of their tendered Shares repurchased by the Fund.
12
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (Unaudited) (continued)
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 equal to $2,000. 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 includes a provision to increase the amount to $50 based on 3% of assets under management. Borrowings, if any, under the Vectra arrangement bear interest at the one month LIBOR/Swap Rate plus 150 basis points at the time of borrowing. In addition, the Fund incurs a Non-Utilization Fee equal to xx basis points on the portion of the LOC not being used. The Fund incurred loan fees equal to approximately $xxx during the six months ended September 30, 2018. 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, 2018 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 25, 2018.
As of September 30, 2018, the Fund invested in the following restricted securities:
| | | | | Unfunded | | |
| Acquisition | | Cost | Value | Commitments | % of Net | Redemption |
| | | | | | | |
| | | | | | | |
AMP Capital Diversified Infrastructure Trust | 12/19/2017 | 32,131,871 | $ 25,004 | $ 24,687 | $ — | 2.2% | 30 Days |
AMP Capital Infrastructure Debt Fund III | | | | | | | |
(US Hedged) LP | 9/18/2017 | 9,149,334 | 9,148 | 9,656 | 26,052 | 0.9% | — |
Blackstone CQP Common Holdco LP | 9/27/2018 | 49,375,000 | 49,375 | 49,375 | — | 4.4% | — |
BTG Pactual Open Ended Core US | | | | | | | |
Timberland Fund LP | 9/18/2017 | 122,236 | 125,000 | 132,583 | 15,000 | 11.9% | 90 Days |
Ceres Farmland Holdings LP | 11/6/2017 | 90,000,000 | 90,000 | 92,125 | 10,000 | 8.2% | (c) |
Frija LP | 12/18/2017 | 87,263,795 | 87,264 | 93,835 | — | 8.3% | — |
Global Dividend Infrastructure Fund | 9/18/2017 | 24,112,380 | 40,000 | 40,002 | — | 3.5% | (d) |
Hancock Timberland and Farmland Fund LP | 9/18/2017 | 17,239 | 17,252 | 17,038 | 34,136 | 1.5% | (d) |
Harrison Street Social Infrastructure Fund | 7/2/2018 | 16,167 | 16,167 | 16,167 | 133,833 | 1.4% | — |
IFM Global Infrastructure Fund LP | 9/28/2018 | 12,500,000 | 12,500 | 12,500 | 37,500 | 1.1% | — |
IFM Sub Investment Grade Debt Fund | 9/28/2018 | 1,599,541 | 1,600 | 1,600 | 13,400 | 0.1% | — |
IIF LP | 9/18/2017 | 82,019,982 | 74,637 | 71,866 | — | 6.4% | 90 Days |
Jamestown Timberland Fund | 7/2/2018 | 24,643 | 24,682 | 24,681 | 25,318 | 2.2% | — |
RMS Evergreen US Forestland Fund LP | 9/18/2017 | 80,000,000 | 80,000 | 82,695 | — | 7.3% | (d) |
US Core Farmland Fund LP | 9/18/2017 | 49,808 | 54,390 | 59,190 | 20,610 | 5.2% | (e) |
Versus Capital Real Assets Sub-REIT LLC | 9/29/2017 | 13,600,000 | 13,600 | 13,943 | — . | 1.2% | — |
Total | | | $ 720,619 | $ 741,943 | $ 315,849 | 65.8% | |
| | | | | | | |
(a) The investment funds are closed-ended Investment Funds 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. 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.
(b) Represents initial acquisition date as shares are purchased at various dates through the current period.
(c) Closed end security which is not redeemable.
(d) Shares are subject to an initial lockup period of 1 year from date of acquisition.
(e) Shares are subject to an initial lockup period of 3 years from date of acquisition.
(f) Shares are subject to an initial lockup period of 4 years from date of acquisition.
13
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
September 30, 2018 (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 period ended September 30, 2018:
| Value at | | | | Realized | Change in | Value at | Shares Held |
| | | | | | | | |
| | | | | | | | |
Versus Capital Assets Sub-REIT LLC | $ 86,699 | $ 13,600,000 | — | — | — | $ 256,001 | $ 13,942,700 | $ 13,600,000 |
NOTE 9. REGULATORY UPDATES
In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which is effective for periods starting after December 15, 2019. The primary focus of the update is to improve the effectiveness of ASC 820's disclosure in the notes to financial statements. Management is currently evaluating the impact, if any, of applying ASU 2018-13.
Effective November 15, 2018, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. The amendment requires collapsing the components of distributable earnings on the Statement of Assets and Liabilities and collapsing the distributions paid to shareholders on the Statements of Changes in Net Assets. Management has evaluated the implications of adopting these amendments and there is no significant impact on the financial statements and accompanying notes.
NOTE 10. 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.
14
VERSUS CAPITAL MULTI-MANAGER REAL ESTATE INCOME FUND LC
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-Q within 60 days after the end of the period. Copies of the Fund’s Forms N-Q 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. You may also review and copy Form N-Q at the SEC’s Public Reference Room in Washington, D.C. For more information about the operation of the Public Reference Room, please call the SEC at 800-SEC-0330.
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.
15
Item 2. Code of Ethics.
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)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
Casey Frazier – Chief Investment Officer – Since Inception
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
Other Accounts Managed by Portfolio Manager(s) or Management Team Member
Name of Portfolio Manager or Team Member | Type of Accounts | Total No. of Accounts Managed | Total Assets (in 1,000,000) | No. of Accounts where Advisory Fee is Based on Performance | Total Assets in Accounts where Advisory Fee is Based on Performance |
Casey Frazier | Registered Investment Companies: | 1 | $2,527 | 0 | N/A |
Casey Frazier | Other Pooled Investment Vehicles: | 4 | $2 | 0 | N/A |
| Other Accounts: | 0 | N/A | 0 | N/A |
Potential Conflicts of Interests
The Adviser, the asset managers managing Institutional Investment Funds, the Securities Sub-Advisers and their respective affiliates manage the assets of and/or provide advice to registered investment companies, Institutional Investment Funds and individual accounts (collectively, “Institutional Clients”), as well as to the Fund. The Fund has no interest in the activities of the other Institutional Clients. In addition, the Adviser, the institutional asset managers managing Institutional Investment Funds, the Securities Sub-Advisers, and their respective affiliates, and any of their respective officers, directors, partners, members or employees, may invest for their own accounts in various investment opportunities, including in investment funds, private investment companies or other investment vehicles in which the Fund will have no interest. However, there are no affiliations or arrangements between the Institutional Clients, the Institutional Investment Funds, the managers of such funds and the Securities Sub-Advisers.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members
CIO receives a fixed salary.
(a)(4) Disclosure of Securities Ownership
None
(b) Not applicable
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, or persons performing similar functions, 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 registrant’s last fiscal quarter 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 11/29/2018
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 11/29/2018
By (Signature and Title)* /s/ John Gordon
John Gordon, Chief Financial Officer
(principal financial officer)
Date 11/29/2018
* Print the name and title of each signing officer under his or her signature.