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 number811-23201
Versus Capital Real Assets Fund LLC
(Exact name of registrant as specified in charter)
5555 DTC Parkway, Suite 330
Greenwood Village, CO 80111
(Address of principal executive offices) (Zip code)
Mark D. Quam
c/o Versus Capital Advisors LLC
5555 DTC Parkway, Suite 330
Greenwood Village, CO 80111
(Name and address of agent for service)
COPY TO:
Alan Hoffman, Esq.
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166-4193
Registrant's telephone number, including area code:(303) 895-3773
Date of fiscal year end:March 31
Date of reporting period:March 31, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
![](https://capedge.com/proxy/N-CSR/0001687898-19-000025/vcrrxn-csr03312019edgarx3x1.jpg)
VERSUS CAPITAL
REAL ASSETS FUND LLC
Annual Report
March 31, 2019
VERSUS CAPITAL ADVISORS, LLC
This report is for shareholders of Versus Capital Real Assets Fund LLC. It is not authorized for distribution unless preceded or accompanied by a current prospectus for the Fund. Shares of the Fund are distributed by Foreside Funds Distributors LLC, Berwyn, Pennsylvania.
Important Information:
Intent to adopt alternate shareholder report delivery option under SEC Rule 30e-3
Beginning in April, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund's website (https://www.versuscapital.com/vcrrx-docu), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as an investment adviser, broker, bank or trust company) or, if you are a direct investor, by calling the Fund (toll-free) at (877) 200-1878 or by sending an email request to the Fund at info@versuscapital.com.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you may call the Fund (toll-free) at (877) 200-1878 or by sending an email request to the Fund at info@versuscapital.com to let the Fund know you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held in your account if you invest directly with the Fund.
| |
TABLE OF CONTENTS |
Shareholder Letter | 2 |
Report of Independent Registered Public Accounting Firm | 3 |
Portfolio of Investments | 4-6 |
Statement of Assets and Liabilities | 7 |
Statement of Operations | 8 |
Statements of Changes in Net Assets | 9 |
Statement of Cash Flows | 10 |
Financial Highlights | 11 |
Notes to Financial Statements | 12-18 |
Additional Information | 19-22 |
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 taxidentification number.
- Written and electronic correspondence, including telephone contacts; and
- Transaction history, including information about the Fund's transactions and balances in your accounts with theFund 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 Shareholder Letter March 31, 2019
Dear Shareholder,
Versus Capital Advisors LLC (“Versus Capital”) is pleased to provide the audited annual financial statements for the Versus Capital Real Assets Fund LLC (the “Fund”) for the fiscal year ended March 31, 2019. The Fund launched in September of 2017 and has experienced significant growth in assets under management since the inception. The Fund ended the fiscal year on March 31, 2019 with approximately $1.3 billion in assets invested across infrastructure, farmland and timberland.
Given where we are in the economic cycle, we believe that predictability of income is of utmost importance. We have seen additional allocations to real estate and real assets among large institutions like CalSTRS, and other large public pension plans have announced increases to their real assets exposure. We believe this increased demand for real assets makes sense as real assets have historically possessed stable cash flows and attractive earnings growth compared to other asset classes. Additionally, they have served as diversifiers to traditional asset classes. We continue to see compelling opportunities in infrastructure, farmland and timberland investments.
During the last fiscal year, the portfolio reached its target allocation to private real asset investments adding positions to each vertical (infrastructure, farmland and timberland) in the portfolio. The emphasis has been on opportunities that provide compelling risk-adjusted returns and add increased diversification. To start off the new fiscal year, the Fund allocation was approximately 73% to private real assets and 27% to public real assets. The underlying institutional private funds provide our Fund with exposure to over $55 billion of private market hard assets across eight distinct sectors. The majority of capital is allocated to North America while also providing exposure to major European, Australian, and Asian geographies.
At Versus Capital, we believe it is critical for all investors to diversify beyond traditional 60/40 portfolios (60% MSCI ACWI / 40% Barclays Global Agg) with alternative investments. The drivers are in place for real assets to continue to deliver steady performance into the foreseeable future and provide investors with important diversification benefits. Real assets’ potential to provide positive returns when traditional asset class returns turn negative is their biggest attraction. This was borne out during 2018 when a global 60/40 portfolio had negative returns in three out of four quarters and lost 5.6% for the year compared to the positive performance of the Fund posting a +0.61% for the same time period.
Although economic growth and trade war rhetoric has been a slight headwind for several verticals in our Fund, the underlying positions have performed in line with our expectations, and our outlook for the remainder of 2019 is still strong given healthy fundamentals and demographic tailwinds. The Fund’s trailing one-year and since inception annualized returns have risen to +3.64% and +3.01%, respectively, and volatility for the Fund has remained within expectations at 2.37% since inception, resulting in a solid (+0.52) Sharpe Ratio over the since inception period.
Performance data quoted represents past performance, which does not guarantee future results. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost; and the current performance may be lower or higher than the performance data quoted. Please call for the most recent month-end performance.
We believe the Fund is well-positioned to continue to deliver attractive risk-adjusted returns and diversify portfolios of stocks and bonds. On behalf of the entire Versus Capital team, I would like to thank you for your continued support of the Fund.
Sincerely, Mark Quam
Chief Executive Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Versus Capital Real Assets Fund LLC
Opinion on the financial statements
We have audited the accompanying statement of assets and liabilities of Versus Capital Real Assets Fund LLC (the “Fund”), including the portfolio of investments, as of March 31, 2019, the related statements of operations and cash flows for the year then ended, and the statements of changes in net assets and the financial highlights for year then ended and for the period from September 18, 2017 (commencement of operations) to March 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2019, and the results of its operations and its cash flows for the year then ended, changes in its net assets and its financial highlights for the year then ended and for the period from commencement of operations to March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of March 31, 2019, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the auditor of one or more investment companies in the Fund’s investment company group since 2011.
Chicago, Illinois
May 30, 2019
| | | | | | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | | |
Portfolio of Investments – March 31, 2019 (Unaudited) | | | | |
Shares | | | Value | Shares | | | Value |
Private Investment Funds * - 55.9% | | | | Containers-Paper/Plastic - 0.4% | | |
| Diversified – 55.9% | | | 95,650 | Graphic Packaging Holding Co. | $ | 1,208,059 |
32,131,871 | AMP Capital Diversified Infrastructure Trust | $ | 25,221,494 | 5,110 | Metsa Board OYJ | | 31,326 |
19,169,564 | AMP Capital Infrastructure Debt Fund III (USD | | | 12,730 | Packaging Corp. of America | | 1,265,107 |
| Hedged LP | | 19,430,673 | 35,437 | Sonoco Products Co. | | 2,180,439 |
10,399,612 | Blackstone Infrastructure Partners L.P | | 10,297,883 | | | | 4,684,931 |
| BTG Pactual Open Ended Core US Timberland | | | | Diversified Minerals – 0.0% | | |
136,065 | Fund LP | | 150,512,493 | 13,512 | Livent Corp. *** | | 165,925 |
100,000,000 | Ceres Farmland Holdings LP | | 102,684,700 | | | | |
24,112,380 | Global Dividend Infrastructure Fund, LP | | 40,530,500 | | Electric-Distribution – 0.9% | | |
17,239 | Hancock Timberland and Farmland Fund LP | | 17,636,498 | 317,700 | Infraestructura Energetica Nova SAB De CV | | 1,276,676 |
62,617 | Harrison Street Social Infrastructure Fund | | 63,266,934 | 46,118 | Orsted A/S 144A | | 3,495,195 |
25,000,000 | IFM Global Infrastructure Fund LP | | 25,940,975 | 53,800 | Sempra Energy | | 6,771,268 |
8,170,572 | IFM Sub Investment Grade Debt Fund (US) A LP | | 8,224,759 | | | | 11,543,139 |
73,671,593 | IIF Hedged LP | | 72,780,166 | | Electric-Generation – 0.2% | | |
24,643 | Jamestown Timberland Fund | | 24,847,717 | 197,900 | Engie SA | | 2,948,099 |
80,000,000 | RMS Evergreen US Forestland Fund LP | | 81,742,560 | | | | |
67,151 | US Core Farmland Fund LP | | 80,718,940 | | Electric-Integrated – 4.3% | | |
14,600,000 | Versus Capital Real Assets Sub-REIT LLC**,**** | | 15,836,839 | 60,900 | Ameren Corp. | | 4,479,195 |
| Total Private Investment Funds | | 739,673,131 | 89,100 | American Electric Power Co., Inc. | | 7,462,125 |
| (Cost $714,090,889) | | | 107,367 | Dominion Energy, Inc., | | 8,230,754 |
| | | | 46,500 | Edison International | | 2,879,280 |
Common Stocks – 18.7% | | | 53,900 | Emera, Inc | | 2,015,477 |
| Agricultural Chemicals – 0.8% | | | 68,400 | Entergy Corp. | | 6,541,092 |
94,106 | CF Industries Holdings, Inc. | | 3,847,053 | 197,748 | Firstenergy Corp. | | 8,228,294 |
39,546 | Mosaic, Co. | | 1,080,001 | 61,594 | Nextera Energy, Inc. | | 11,907,352 |
88,950 | Nutrien, Ltd. | | 4,691,809 | 90,500 | Xcel Energy, Inc. | | 5,087,005 |
19,481 | Yara International ASA | | 796,862 | | | | 56,830,574 |
| | | 10,415,725 | | Fisheries - 0.2% | | |
| Agricultural Operations – 0.6% | | | 20,245 | Austevoll Seafood ASA . | | 239,420 |
85,066 | Archer-Daniels-Midland Co. | | 3,668,897 | 2,001 | Bakkafrost | | 99,018 |
23,199 | Bunge, Ltd. | | 1,231,171 | 49,383 | Leroy Seafood Group ASA | | 358,193 |
34,700 | Hokuto Corp. | | 600,511 | 4,300 | Maruha Nichiro Corp. | | 153,641 |
374,700 | IOI Corp. Bhd | | 409,348 | 19,583 | Mowi ASA . | | 437,072 |
84,300 | Kuala Lumpur Kepong Bhd | | 512,098 | 8,118 | Salmar ASA | | 389,478 |
438,100 | Sime Darby Plantation Bhd | | 538,705 | 70,118 | Tassal Group, Ltd. | | 241,966 |
102,154 | Sime Darby Plantation Bhd | | 1,086,408 | | | | 1,918,788 |
| | | 8,047,138 | | Food-Confectionery – 0.0% | | |
| Airport Development/Maintenance – 0.8% | | | 2,900 | Hershey Co. | | 333,007 |
9,200 | Aeroports De Paris | | 1,779,194 | | | | |
761,041 | Auckland International Airport, Ltd. | | 4,218,705 | | Food-Dairy Products– 0.2% | | |
10,900 | Grupo Aeroportuario Del Pacifico SAB De CV | | 1,763,184 | 174,603 | a2Milk Co., Ltd. *** | | 1,701,524 |
64,040 | Grupo Aeroportuario Del Pacifico SAB De CV | | 2701,317 | 8,599 | Danone SA | | 662,582 |
| | | 10,462,400 | 5,100 | Megmilk Snow Brand Co., Ltd | | 123,968 |
| Building & Construction-Miscellaneous – 0.3% | | | | | | 2,488,074 |
150,636 | Ferrovial SA | | 3,528,234 | | Food-Flour & Grain – 0.0% | | |
9,247 | Louisiana-Pacific Corp | | 225,442 | 13,000 | Nisshin Seifun Group, Inc. | | 297,934 |
6,438 | Simpson Manufacturing Co., Inc | | 381,580 | | | | |
| | | 4,135,256 | | Food-Meat Products– 0.2% | | |
| Building Production Wood – 0.2% | | | 5,800 | NH Foods, Ltd*** | | 208,545 |
47,510 | Masco Corp. | | 1,867,618 | 26,760 | Tyson Foods, Inc | | 1,857,947 |
10,851 | Stella-Jones, Inc. | | 366,694 | 1,066,000 | WH Group, Ltd 144A | | 1,140,695 |
4,193 | Universal Forest Products, Inc | | 125,329 | | | | 3,207,187 |
| | | 2,359,641 | | Food-Miscellaneous/Diversified - 0.7% | | |
| Building-Heavy Construction - 0.2% | | | 10,344 | General Mills, Inc. | | 535,302 |
33,200 | Vinci SA | | 3,229,650 | 29,232 | Ingredion, Inc. | | 2,767,978 |
| | | | 3,100 | Kerry Group, PLC | | 344,267 |
| Chemicals-Diversified – 0.2% | | | 10,149 | KraftHeinz Co. | | 331,365 |
14,447 | FMC Corp. | | 1,109,818 | 2,400 | Mccormick & Co. Inc | | 361,512 |
94,600 | Israel Chemicals, Ltd | | 495,704 | 20,001 | Mondelez International, Inc. | | 998,450 |
24,799 | K+S AG | | 454,553 | 35,305 | Nestle SA. | | 3,364,745 |
14,900 | Sociedad Quimica Y Minera De Chile SA | | 572,756 | 335,947 | Wilmar International, Ltd | | 820,501 |
| | | 2,632,831 | | | | 9,524,120 |
| | | | | Food-Wholesale/Distribution – 0.0% | | |
| | | | 7,771 | Sysco Corp. | | 518,792 |
|
Seeaccompanying notes tofinancial statements |
4
| | | | | |
VERSUSCAPITALREALASSETSFUNDLLC | | | | |
Portfolio of Investments – March 31, 2019 (continued) | | |
|
Shares | | Value | Shares | | Value |
| Forestry – 0.8% | | | Transport-Rail (continued) | |
132,093 | Interfor Corp. ***. | 1,549,907 | 42,300 | East Japan Railway Co | 4,076,189 |
17,832 | Svenska Cellulosa AB SCA | 154,589 | 817,400 | Rumo SA*** | 3,970,768 |
182,500 | West Fraser Timber Co., Ltd. | 8,876,791 | 11,800 | Union Pacific Corp | 1,972,960 |
| | 10,581,287 | | | 15,838,044 |
| Gas-Distribution – 1.8% | | | Water - 0.1% | |
29,900 | Atmos Energy Corp. | 3,077,607 | 143,743 | United Utilities Group, PLC | 1,524,711 |
1,285,006 | China Gas Holdings, Ltd. | 4,518,012 | | | |
1,094,027 | Hong Kong & China Gas Co., Ltd. | 2,622,894 | | Total Common Stocks | 248,339,012 |
506,800 | National Grid, PLC | 5,616,002 | | (Cost $232,139,597) | |
143,300 | NiSource, Inc. | 4,106,978 | | | |
121,700 | Tokyo Gas Co., Ltd. | 3,287,097 | Real Estate Investment Trust - 3.8% | |
| | 23,228,590 | | Agricultural Operations - 0.1% | |
| Machinery-Farm - 0.4% | | 79,500 Farmland Partners, Inc., REIT | 508,800 |
37,330 | AG Growth International, Inc. | 1,739,189 | | | |
6,605 | AGCO Corp. | 459,378 | | Public Thoroughfares - 0.5% | |
17,938 | Deere & Co. | 2,867,210 | 744,186 Transurban Group. | 6,975,010 |
| | 5,065,777 | | | |
| Medical-Drugs - 0.1% | | | REITS-Diversified – 3.2% | |
16,988 | Zoetis, Inc | 1,710,182 | 48,400 American Tower Corp., REIT | 9,537,603 |
| | | 289,585 Catchmark Timber Trust, Inc., REIT | 2,843,725 |
| Non-hazardous Waste Disposal – 0.1% | | 17,200 Crown Castle International Corp., REIT. | 2,201,600 |
1,797,000 | China Water Affairs Group, Ltd. | 1,877,133 | 31,700 Gladstone Land Corp., REIT | 401,005 |
| | | 229,444 Potlatch Corp., REIT | 8,670,689 |
| Oil Companies-Exploration & Production – 0.1% | | 271,379 Rayonier, Inc., REIT | 8,553,866 |
1,461,938 | Kunlun Energy Co., Ltd. | 1,527,130 | 386,232 Weyerhaeuser Co., REIT | 10,173,351 |
| | | | | 42,381,839 |
| Paper & Related Products - 0.2% | | | Total Real Estate Investment Trust | 49,865,649 |
8,488 | Billerudkorsnas AB | 112,613 | | (Cost $47,479,703) | |
37,979 | Cascades, Inc | 237,022 | Par ***** | | |
12,752 | Holmen AB | 276,374 | Corporate Debt – 3.1% | |
5,211 | Mercer International, Inc. | 70,401 | | Pipelines – 3.0% | |
7,986 | Mondi, Ltd. | 176,438 | 55,000 | Australia Government Bond, 3.00%, 9/20/2025 | 56,364 |
3,674 | Neenah, Inc | 236,459 | 9,812,500 | EIF Van Hook Holdings, L+5.25%-7.85%, 9/5/2024 . | 9,395,469 |
51,000 | Nine Dragons PaperHoldings, Ltd | 48,596 | 10,000,000 | EPIC Y-Grade Services, LP, L+5.5%-8.1%, 6/13/2025 | 9,775,000 |
22,200 | Nippon Paper Industries Co., Ltd. | 457,901 | 9,975,000 | Seaport Financing LLC, L+5.5% 8.1%, 10/31/2025 | 9,975,000 |
56,500 | OjiHoldings Corp | 350,226 | 10,486,048 | Woodford Express LLC, L+5.0% 7.6%, 1/27/2025 | 10,192,753 |
23,838 | Sappi, Ltd, | 110,114 | | | 39,394,586 |
2,689 | Smurfit Kappa Group, PLC | 75,440 | | Sovereign - 0.1% | |
| | 2,151,584 | 204,211 | Canadian Government Real Return Bond, | |
| Pastoral & Agricultural - 0.1% | | | 2.00%, 12/1/2041 | 202,897 |
3,232,800 | Charoen Pokphand Indonesia Tbk PT | 1,452,944 | 1,085,637 | Denmark Government Bond, | |
137,753 | Inghams Group, Ltd. | 427,437 | | 0.10%, 11/15/2023 | 175,786 |
| | 1,880,381 | 213,734 | French Republic Government Bond, | |
| Pipelines – 2.5% | | | 1.85%, 7/25/2027 | 301,374 |
29,400 | Cheniere, Inc.*** | 2,009,784 | 175,712 | Italy Buoni Poliennali Del Tesoro, 144A | |
132,400 | Enbridge, Inc | 4,795,271 | 87,584 | 0.10%, 5/15/2022 | 196,840 |
252,200 | Inter Pipeline, Ltd | 4,172,666 | | 2.35%, 9/15/2024 | 105,779 |
362,600 | Kinder Morgan, Inc | 7,255,626 | 240,000 New Zealand Government Inflation Linked Bond, | |
112,700 | Pembina Pipeline Corp. | 4,250,169 | | 3.00%, 9/20/2030 | 215,379 |
58,000 | TC Energy Corp. | 2,604,976 | 169,217 Spain Government Inflation Linked Bond, 144A | |
254,100 | Williams Cos., Inc. | 7,297,752 | 107,804 | 0.30%, 11/30/2021 | 199,528 |
| | 32,386,244 | | 1.80%, 11/30/2024 | 139,818 |
| Public Thoroughfares – 1.0% | | 240,000 Sweden Inflation Linked Bond, 144A | |
291,300 | Atlantia SPA | 7,545,058 | | 3.50%, 12/1/2028 | 50,880 |
1,030,700 | Ecorodovias Infraestrutura e Logistica SA | 2,537,691 | 162,376 United Kingdom Gilt Inflation Linked, | |
1,345,400 | Jiangsu Expressway Co., Ltd. | 1,902,425 | 91,397 | 1.88%, 11/22/2022 | 248,710 |
134,992 | Promotora Y Operadora De Infraestructura SAB De CV. | 1,338,497 | | 0.75%, 3/22/2034 | 178,537 |
| | 13,323,671 | | | 2,015,528 |
| Shipping and Logistics - 0.1% | | | Total Corporate Debt | 41,410,114 |
704,742 | China Merchants Port Holdings Co., Ltd. | 1,501,065 | | (Cost $41,777,920) | |
|
| Transport-Rail – 1.2 % | | | | |
22,200 | Canadian National Railway Co. | 1,987,343 | | | |
51,200 | CSX Corp | 3,830,784 | | | |
|
|
Seeaccompanying notes tofinancial statements |
5
| | | | | | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | | |
Portfolio of Investments – March 31, 2019 (continued) | | | | |
|
Par | | | Value | | Industry | | |
|
Private Debt – 11.2% | | | | Diversified | 55.9 | % |
50,000,000 | Blackstone CQP Common Holdco LP – 3L + | $ | 51,486,766 | | Private Debt | 11.3 | % |
| 5.0% - 7.80% at 3/31/2019 - 9/27/2024 **** | | | | Short-Term Investment | 7.6 | % |
94,686,522 | Frija LP - 8.75%, 12/20/2027 ***, **** | | 97,325,923 | | Pipelines | 5.5 | % |
| Total Private Debt | | 148,812,689 | | Electric-Integrated | 4.3 | % |
| (Cost $148,812,689) | | | | REITS-Diversified | 3.2 | % |
| | | | | Gas Distribution | 1.8 | % |
| | | | | Public Thoroughfares | 1.5 | % |
| | | | | Transport-Rail | 1.2 | % |
U.S. Treasury Obligations - 0.5% | | | | All Other Industries | 8.7 | % |
| U.S. Treasury Inflation Indexed Bonds, . | | | | Other Assets Net of Liabilities | (1.0 | )% |
2,219,586 | 0.13%, 4/15/2020 | | 2,209,451 | | | | |
2,502,707 | 1.13%, 1/15/2021 | | 2,535,017 | | Total | 100.0 | % |
614,270 | 2.38%, 1/15/2025 | | 682,167 | | | | |
1,342,387 | 2.50%, 1/15/2029 | | 1,591,148 | | | | |
| Total U.S. Treasury Obligations | | 7,017,783 | | | | |
| (Cost $6,951,173) | | | | | | |
|
| Short-Term Investments – 7.6% | | | | | | |
100,290,476 | Morgan Stanley Institutional Liquidity Fund- | | | | | | |
| Treasury Securities Portfolio 2.27% | | 100,290,476 | | | | |
| (Cost $100,290,476) | | | | | | |
|
| Total Investments – 100.8% | | 1,335,408,854 | | | | |
| (Cost $1,291,542,447) | | | | | | |
|
| Liabilities in excess of Other Assets – (0.8)% | | (11,217,242 | ) | | | |
| Net Assets – 100.0% | $ | 1,324,191,612 | | | | |
|
|
|
* | Non-Tradable Securities. | | | | | | |
** | Affiliated issuer. | | | | | | |
*** | Non-income producing security. | | | | | | |
**** | Security value was determined by using significant unobservable inputs. | | | | |
***** | Par values below are designated in the local currency. | | | | | | |
|
| Portfolio Abbreviations: | | | | | | |
| LP – Limited Partnership | | | | | | |
| PLC – Public Limited Company | | | | | | |
| REIT – Real Estate Investment Trust | | | | | | |
| 144A – Rule 144A Security | | | | | | |
| L – 30 Day London Inter-bank Offered Rate | | | | | | |
| 3L – 3 Month London Inter-bank Offered Rate | | | | | | |
Seeaccompanying notes tofinancial statements
6
| | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | |
Statement of Assets and Liabilities | | |
March 31, 2019 | | |
|
ASSETS: | | |
Investments: | | |
Non-affiliated investment in securities at cost | $ | 1,276,942,447 |
Non-affiliated net unrealized appreciation | | 42,629,568 |
Total non-affiliated investment in securities, at fair value | | 1,319,572,015 |
|
Affiliated investment in securities at cost | | 14,600,000 |
Affiliated net unrealized appreciation | | 1,236,839 |
Total affiliated investment in securities, at fair value | | 15,836,839 |
|
Cash | | 1,881,225 |
Foreign Currency (Cost $30,437) | | 30,191 |
|
Receivables for: | | |
Investments sold | | 885,142 |
Dividends and interest | | 3,742,320 |
Fund shares sold | | 3,383,339 |
Reclaims | | 182,465 |
Total receivables | | 8,193,266 |
Prepaid expenses | | 137,258 |
Total Assets | | 1,345,650,794 |
|
LIABILITIES: | | |
Payables for: | | |
Investments purchased | | 17,456,886 |
Dividends | | 45 |
Adviser fees, net | | 3,601,327 |
Administrative fees | | 96,156 |
Audit and tax fees | | 35,658 |
Custodian fees | | 16,823 |
Directors’ fees | | 14,243 |
Legal fees | | 82,553 |
Registration fees | | 14,570 |
Printing fees | | 7,502 |
Transfer agent fees | | 14,532 |
Accrued expenses and other liabilities | | 118,887 |
Total Liabilities | | 21,459,182 |
Commitments and Contingent Liabilities (Note 6) | | |
NET ASSETS | $ | 1,324,191,612 |
|
NET ASSETS consist of: | | |
Paid-in capital | $ | 1,293,728,936 |
Total distributable earnings | | 30,462,676 |
TOTAL NET ASSETS | $ | 1,324,191,612 |
|
|
Net Assets | $ | 1,324,191,612 |
Shares of beneficial interest outstanding (unlimited authorization) | | 52,466,469 |
Net asset value price per share (Net Assets/Shares Outstanding) | $ | 25.24 |
Seeaccompanying notes tofinancial statements.
7
| | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | |
Statement of Operations | | | |
For the Year Ended March 31, 2019 | | | |
|
Investment Income: | | | |
Dividends income | $ | 25,990,708 | |
Interest income | | 12,775,512 | |
Less: foreign taxes withheld | | (632,001 | ) |
Total Investment Income | | 38,134,219 | |
|
Expenses: | | | |
Adviser fees (Note 3) | | 12,485,608 | |
Administrative fees | | 468,251 | |
Director's fees (Note 3) | | 169,243 | |
Transfer agent fees | | 79,821 | |
Custodian fees | | 93,372 | |
Registration fees | | 127,318 | |
Audit and tax fees | | 63,590 | |
Legal fees | | 521,264 | |
Printing fees | | 163,155 | |
Service fees | | 50,354 | |
Insurance fees | | 54,872 | |
Interest fees | | 47,500 | |
Other expenses | | 105,462 | |
Total Expenses | | 14,429,810 | |
|
Net Investment Income | | 23,704,409 | |
|
Net Realized and Unrealized Gain (Loss) on Investments | | | |
Net realized loss on investments | | (24,986,066 | ) |
Net realized loss on foreign currency transactions | | (159,554 | ) |
Net change in unrealized appreciation on non-affiliated investment securities and foreign currency | | 37,938,512 | |
Net change in unrealized appreciation on affiliated investment securities | | 1,150,140 | |
Net Realized and Unrealized Gain on Investments | | 13,943,032 | |
|
Net Increase in Net Assets Resulting from Operations | $ | 37,647,441 | |
Seeaccompanying notes tofinancial statements.
8
| | | | | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | | | | |
|
Statements of Changes in Net Assets | | | | | | |
|
|
| | Year Ended | | | Year Ended | |
Increase in Net Assets: | | March 31, 2019 | | | March 31, 2018* | |
From Operations: | | | | | | |
Net investment income | $ | 23,704,409 | | $ | 3,611,245 | |
Net realized loss on investment securities and foreign currency | | (25,145,620 | ) | | (2,355,322 | ) |
Net change in unrealized appreciation on investments and foreign currency | | 39,088,652 | | | 4,769,724 | |
Net Decrease in Net Assets Resulting from Operations | | 37,647,441 | | | 6,025,647 | |
|
Distributions to Shareholders from: | | | | | | |
Net investment income and net realized gains(a) | | (12,494,219 | ) | | (615,416 | ) |
Return of Capital | | (21,925,259 | ) | | (1,906,472 | ) |
Total Distributions | | (34,419,478 | ) | | (2,521,888 | ) |
|
|
Capital Share Transactions: | | | | | | |
Shares issued | | 564,235,091 | | | 805,250,864 | |
Reinvested dividends | | 7,183,054 | | | 449,382 | |
Shares redeemed | | (53,188,005 | ) | | (6,570,496 | ) |
Net Increase in Net Assets Resulting from Capital Share Transitions | | 518,230,140 | | | 799,129,750 | |
Total Increase in Net Assets | $ | 521,458,103 | | $ | 802,633,509 | |
|
Net Assets: | | | | | | |
Beginning of Period** | $ | 802,733,509 | | $ | 100,000 | |
End of Period(b) | $ | 1,324,191,612 | | $ | 802,733,509 | |
|
|
Share Transactions: | | | | | | |
Shares sold | | 22,417,908 | | | 32,127,748 | |
Shares issued in reinvestment of dividends | | 286,701 | | | 18,026 | |
Shares redeemed | | (2,122,765 | | | (261,149 | ) |
Net Increase in Shares of Beneficial Interest Outstanding | | 20,581,844 | | | 31,884,625 | |
* | The Fund commenced operations on September 18, 2017. |
** | Represents initial seed capital invested by Versus Capital Advisors, LLC. |
(a) | For the period ended March 31, 2018, distributions to shareholders were from net investment income. |
(b) | Net assets - End of year includes distributions in excess of net investment income of $(25,582) in 2018. During 2018, the requirement to disclose undistributed (distributions in excess of) net investment income was eliminated. |
Seeaccompanying notes tofinancial statements.
9
| | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | |
Statement of Cash Flows | | | |
For the Year Ended March 31, 2019 | | | |
|
|
Cash Flows Provided by Operating Activities: | | | |
Net increase in net assets resulting from operations | $ | 37,647,441 | |
|
Adjustments to Reconcile Net Increase in Net Assets Resulting | | | |
From Operations to Net Cash Used in Operating Activities: | | | |
Purchases of investment securities | | (885,741,274 | ) |
Proceeds from disposition of investment securities | | 302,754,301 | |
Net proceeds from short-term investment securities | | 71,677,254 | |
Change in net unrealized depreciation on securities and foreign currency | | (39,088,652 | ) |
Net realized loss from investments sold | | 24,986,066 | |
Net realized loss from foreign currency transactions | | 159,554 | |
Net amortization/(accretion) of premium/(discount) | | 1,035,811 | |
Decrease in dividends and interest receivable | | (959,954 | ) |
Increase in other assets | | (152,725 | ) |
Increase in prepaid expenses | | (68,903 | ) |
Decrease in Due to Custodian | | (284,100 | ) |
Increase in Advisor fees payable, net | | 1,770,981 | |
Increase in administration fees payable | | 25,793 | |
Decrease in audit and tax fees payable | | (23,042 | ) |
Increase in legal fees payable | | 63,778 | |
Decrease in custodian fees payable | | (8,676 | ) |
Increase in directors’ fees payable | | 14,243 | |
Increase in registration fees payable | | 3,932 | |
Decrease in printing fees payable | | (5,614 | ) |
Decrease in transfer agent fees payable | | (2,118 | ) |
Increase in accrued expenses and other liabilities | | 43,371 | |
Net Cash Used in Operating Activities | | (486,152,533 | ) |
Effect of exchange rate changes on foreign currency | | (164,054 | ) |
|
Cash Flows from Financing Activities: | | | |
Proceeds from shares sold | | 568,568,884 | |
Payment of shares redeemed | | (53,188,005 | ) |
Dividends paid (net of reinvestment of dividends) | | (27,236,379 | ) |
Net Cash Provided by Financing Activities | | 488,144,500 | |
Net Increase in Cash | | 1,827,913 | |
|
Cash and Foreign Currency: | | | |
Beginning of the period | | 83,503 | |
End of the period | $ | 1,911,416 | |
|
Supplemental Disclosure of Cash Flow Information: | | | |
Reinvestment of dividends | $ | 7,183,054 | |
Seeaccompanying notes tofinancial statements.
10
| | | | | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | | | | | |
Financial Highlights | | | | | | |
|
| | | | | Period From | |
| | | | | September 18, 2017 | |
| | Year Ended | | | (inception) | |
| | to March 31, 2019 | | | to March 31, 2018 | |
|
Net Asset Value, Beginning of Period | $ | 25.18 | | $ | 25.00 | |
Income from investment operations | | | | | | |
Net investment income(a) | | 0.58 | | | 0.17 | |
Net realized and unrealized gain | | 0.26 | | | 0.11 | |
Total from investment operations | | 0.84 | | | 0.28 | |
|
|
Less Distributions: | | | | | | |
From net investment income | | (0.28 | ) | | (0.02 | ) |
From return of capital | | (0.50 | ) | | (0.08 | ) |
Total Distributions | $ | (0.78 | ) | | (0.10 | ) |
Net Asset Value, End of Period | $ | 25.24 | | $ | 25.18 | |
|
Total Return Based on Net Asset Value | | 3.64 | % | | 1.12 | %(b) |
|
Ratios and Supplemental Data: | | | | | | |
Net Assets at end of period (000’s) | $ | 1,324,192 | | $ | 802,734 | |
Ratios of gross expenses to average net assets | | 1.33 | % | | 1.36 | %(c) |
Ratios of net expenses to average net assets | | 1.33 | % | | 1.36 | %(c) |
Ratios of net investment income to average net assets | | 2.18 | % | | 1.26 | %(c) |
Portfolio turnover rate | | 18.04 | % | | 18.09 | %(b) |
(a) | Per Share amounts are calculated based on average outstanding shares. |
(b) | Not annualized, |
(c) | Annualized. |
Seeaccompanying notes tofinancial statements.
11
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019
NOTE 1. ORGANIZATION
Versus Capital Real Assets Fund LLC (the “Fund”) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, continuously offered, closed-end management investment company that provides liquidity through a quarterly repurchase policy. The Fund’s investment objective is to achieve long-term Real Returns through current income and long-term capital appreciation with low correlation to the broader public equity and debt markets. “Real Returns” are defined as total returns adjusted for the effects of inflation. The Fund attempts to achieve this objective by investing substantially all of its assets in public and private investments in global infrastructure, timberland and agriculture/farmland (“Real Asset Related Investments”). The Fund may also invest in wholly-owned and controlled subsidiaries (the “Subsidiaries”) that will make direct co-investments into timberland and agriculture/farmland assets. The Fund will maintain voting control of the Subsidiaries. The Subsidiaries will be a real estate investment trusts (“Sub-REITs”) and the Fund shall report its investments in the Sub-REITs in accordance with generally accepted accounting principles. Accordingly, the Fund’s investments in the Sub-REITs shall be valued utilizing the fair value principles outlined within the Fund’s valuation Policy. For purposes of the Fund’s leverage and concentration policies under the Investment Company Act, the assets of the Sub-REITs will be consolidated with the assets of the Fund in order to determine compliance with such policies. Any leverage incurred at the Subsidiaries level will be aggregated with the Fund’s leverage for purposes of complying with Section 18 of the Investment Company Act. For purposes of complying with its fundamental and non-fundamental investment restrictions and policies pursuant to Section 8 of the Investment Company Act, the Fund will aggregate its direct investments with the investments of the Subsidiaries. The Fund was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2017, (the “Effective Date”) and accordingly, the Fund commenced its investment operations. The Fund 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 Billion.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.
Securities Valuation- Consistent with Section 2(a)(41) of the 1940 Act, the Fund prices 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.
The Fund invests a significant portion of its assets in Private Investment Funds. The Board has approved procedures pursuant to which the Fund values its investments in Private Investment Funds at fair value. As a general matter, the Fund bases its NAV on valuations of its interests in the Private Investment Funds provided by the managers of the Private Investment Funds and their agents. These fair value calculations will involve significant professional judgment by the managers of the Private Investment Funds in the application of both observable and unobservable attributes and the calculated values of the Private Investment Funds themselves or their underlying assets may differ from their actual realizable value or future fair value. Additionally, between the quarterly valuation periods, the NAVs of the Private Investments Funds are adjusted daily based on the estimated total return that each underlying private fund will generate during the current quarter. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary
12
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019 (continued)
if macro-level considerations or individual fund considerations warrant any adjustments. At the end of the quarter, each Private Investment Fund’s net asset value is adjusted as needed to reflect the actual income and appreciation or depreciation realized by such Private Investment Fund when the quarterly valuations and income are reported by each manager. As of the March 31, 2019 financial statements presented herein, all of the Fund’s investments in Private Investment Funds are valued at the respective NAVs provided by the managers of the Private Investment Funds and their agents.
The Fund invests a portion of its assets in one or more wholly-owned and controlled subsidiaries that make direct investments and co-investments into timberland and agriculture/farmland assets. The subsidiaries are each a real estate investment trust (“Sub-REITs”). The Board has approved procedures pursuant to which the Fund values its investments in each Sub-REIT at fair value. These fair value calculations will involve significant professional judgment by the Adviser in the application of both observable and unobservable attributes and the calculated values of the Sub-REITs’ themselves or their underlying assets may differ from their actual realizable value or future fair value. Additionally, between the quarterly valuation periods, the NAVs of each Sub-REIT are adjusted daily based on the estimated total return that each asset in each Sub-REIT will generate during the current quarter. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary if macro-level considerations or individual asset changes warrant any adjustments. As of the March 31, 2019 financial statements presented herein, the Fund had investments in a single Sub-REIT, which is reported at fair value. This Sub-REIT invested in a single parcel of land consisting 4,713 acres in Benton, Colorado.
The Fund invests a portion of its assets in direct investments and co-investments into real asset related private debt investments. The Board has approved procedures pursuant to which the Fund values its investments in private debt investments at fair value. The Adviser will evaluate each investment’s fair value based on numerous factors, including but not limited to changes in credit risk, construction risk, the financial strength of the borrower, and the debt instrument’s spread to US Treasuries. In accordance with these procedures, the Adviser and the Board shall use their best efforts to ensure that value of each debt investment is adjusted based on the Adviser’s estimate of what actual fair value would be in an active, liquid or established market. Generally, the Fund will carry any private debt investments based upon principal balance plus any accrued interest, but, in certain circumstances, the Fund might value the private debt investments at a discount or a premium to the principal balance of the investment. The Adviser and the Board’s Valuation Committee monitor these estimates regularly and update them as necessary if macro-level considerations or individual asset changes warrant any adjustments. As of the March 31, 2019 financial statements presented herein, the Fund’s investments in private debt investments are reported at fair value.
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) |
13
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019 (continued)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those
| | | | | | | | | | | | |
securities. A summary of inputs used to value the Fund’s investments as of March 31, 2019 is as follows: | | | | |
| | | | | | | | Level 2 | | | Level 3 | |
| | Total Market | | Level 1 | | | Significant | | | Significant | |
| | | Value at | | Quoted | | | Observable | | | Unobservable | |
| | | 3/31/2019 | | Price | | | Inputs | | | Inputs | |
|
Private Investment Funds (Sub-REIT) * | | $ | 15,836,839 | $ | – | . | | $ – | . | $ | 15,836,839 |
Common Stocks * | | | 248,339,012 | | 248,339,012 | | – | . | | – | . |
Real Estate Investment Trust * | | | 49,865,649 | | 49,865,649 | | – | . | | – | . |
Corporate Debt * | | | 41,410,114 | | – | . | | 41,410,114 | | – | . |
Private Debt* | | | 148,812,689 | | – | . | | – | . | | 148,812,689 |
U.S. Treasury Obligations* | | | 7,017,783 | | – | . | | 7,017,783 | | – | . |
Short-Term Investments* | | | 100,290,476 | | 100,290,476 | | – | . | | – | . |
Subtotal | | $ | 611,572,562 | $ | 398,495,137 | $ | 48,427,897 | $ | 164,649,528 |
Private Investment Funds (held at NAV)* | | $ | 723,836,292 | | | | | | | | | |
Total | $ | 1,335,408,854 | | | | | | | | | |
* See Schedule of Investments for industry breakout. | | | | | | | | | | |
At the end of each calendar quarter, management evaluates the classification of Levels 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.
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
| | | | | | | | |
| | | | | Private | | Private | |
| | Total | | | Investment Fund | | Debt | |
Balance as of 03/31/2018 | $ | 51,130,355 | | $ | –. | $ | 51,130,355 | |
Transfers in / out | | 86,699 | | | 86,699 | | –. | |
Net purchases | | 114,344,745 | | | 14,600,000 | | 99,744,745 | |
Accretion and amortization | | (932,056 | ) | | –. | | (932,056 | ) |
Change in unrealized gains (loss) | | 19,785 | | | 1,150,140 | | (1,130,355 | ) |
Balance as of 03/31/2019 | $ | 164,649,528 | | $ | 15,836,839 | $ | 148,812,689 | |
For the year ended March 31, 2019 the total change in unrealized gain on Level 3 securities still held at the end of the year was $19,785.
| | | | | | |
| | Total Market | | | | Input |
| | Value at | Valuation | Unobservable | | Range |
Category | | 3/31/2019 | Technique | Input | | (Wgt – Avg.) |
Private Investment Funds | $ | 15,836,839 | Cost Approach | Price Per Acre | $ | 1,094 - $3,858 |
Private Debt | | 148,812,689 | Discounted Cash Flow | Discount Rate | | 7.3% - 10.0% |
| $ | 164,649,528 | | | | |
Investment Income and Securities Transactions-Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Dividend income is recorded net of applicable withholding taxes. Interest income is accrued daily. Premiums and discounts are amortized or accreted on an effective yield method on fixed income securities. Dividend income from REIT investments is recorded using management’s estimate of the percentage of income included in distributions received from such investments based on historical information and other industry sources. The return of capital portion of the estimate is a reduction to investment income and a reduction in the cost basis of each investment which increases net realized gain (loss) and net change in unrealized appreciation (depreciation). If the return of capital distributions exceed its cost basis, the distributions are treated as realized gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.
The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and reclaims as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which the Fund invests. Securities are accounted for on a trade date basis. The cost of securities sold is determined and gains (losses) are based upon the specific identification method.
14
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019 (continued)
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 year ended March 31, 2019, 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. As of March 31, 2019, permanent differences identified and reclassified among the components of net assets were decrease undistributed net investment income approximately $5,927,000 and to increase accumulated net realized gain by approximately $15,898,000, and to decrease paid-in-capital by approximately $21,824,000.
For the year ended March 31, 2019, tax character of the distribution paid by the Fund was approximately $12,494,000 of ordinary income dividends and approximately $21,925,000 of return of capital. For the period ended March 31, 2018, the tax character of the distribution paid by the Fund were approximately $615,000 of ordinary income dividends, approximately $0 of long-term capital gains and approximately $1,907,000 of return of capital. Distribution from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.
As of March 31, 2019, the Fund had had no capital loss carryovers available to offset possible future capital gains.
Under federal tax law, capital and qualified ordinary losses realized after October 31 and December 31, respectively, may be deferred and treated as having arisen on the first day of the following fiscal year. For the year ended March 31, 2019, the Fund elected to defer approximately $18,571,000 in qualified late year losses.
As of March 31, 2019, the gross unrealized appreciation and depreciation and net unrealized appreciation on a tax basis were approximately $63,921,000, $(14,877,000) and $49,044,000, respectively. The aggregate cost of securities for federal income tax purposes at March 31, 2019, was approximately $1,286,365,000.
Guarantees and Indemnifications –In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown and this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund would expect the risk of loss to be remote.
Use of Estimates -The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
15
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019 (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 $12,486,000 for the year ended March 31, 2019.
The Adviser has retained the services of the following Investment Managers for the Fund: Brookfield Investment Management Inc. and Lazard Asset Management LLC. 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”). Fees to investment managers are based on the average net assets managed by the Investment Manager at an annual rate up to 0.60% and are paid by the Adviser from its Investment Management Fee. The Adviser accrued fees to the Investment Managers of approximately $1,449,000 for the year ended March 31, 2019 which is approximately 0.13% of average total assets under management for the Fund during the fiscal year ended March 31, 2019.
Foreside Funds Distributors LLC, (the “Distributor”) serves as the Fund's statutory underwriter and facilitates the distribution of Shares.
The Fund pays each Independent Director a fee per annum. In addition, the Fund reimburses each of the Independent Directors for travel and other expenses incurred in connection with attendance at meetings. Each of the Independent Directors is a member of the Audit Committee and/or Nominating Committee. The Chairman of the Audit Committee receives an additional fee per annum. Other members of the Board and executive officers of the Fund receive no compensation.
NOTE 4. INVESTMENT TRANSACTIONS
For the year ended March 31, 2019, the purchases and sales of investment securities, excluding short-term investments and U.S. Government securities were approximately $900,994,000 and $298,281,000 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 year ended March 31, 2019 cumulatively were approximately $53,188,000.
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.
A shareholder who tenders some, but not all, of such shareholder's Shares for repurchase as of a Repurchase Pricing Date may be required to maintain a minimum aggregate NAV of shares. The Fund reserves the right to reduce the amount to be repurchased from a shareholder as of a Repurchase Pricing Date so that the required minimum aggregate NAV of shares is maintained. Upon request by a shareholder, the Board may permit a shareholder to cancel a shareholder's tender of Shares, if such cancellation is determined by the Board to be in the best interest of the Fund.
16
VERSUS CAPITAL REAL ASSETS FUND LLC Notes to Financial Statements March 31, 2019 (continued)
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 million not to exceed 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 37.5 basis points on the portion of the LOC not being used. The Fund incurred Non-Utilization Fees equal to approximately $48,000 during the year ended March 31, 2019. As collateral for the lines of credit, the Fund would grant Vectra a first position security interest in and lien on securities held by the Fund in the collateral account. As of March 31, 2019, the Fund had not utilized this line of credit.
NOTE 7. RESTRICTED SECURITIES
Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with a Fund’s investment objective and investment strategies. Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. Each of the following securities can suspend redemptions if its respective Board deems it in the best interest of its shareholders. None of these securities have suspended redemptions. This and other important information are described in the Fund's Prospectus dated April 3, 2019.
As of March 31, 2019, the Fund invested in the following restricted securities:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Unfunded | | | | |
| Acquisition | | | | Cost | | | Value | | | | Commitments % of Net Redemption |
Security (a) | Date (b) | Shares | | ($ | 1,000 | s) | ($ | 1,000 | s) | | ($ | 1,000 | s) | Assets | | Notice(c) |
|
AMP Capital Diversified Infrastructure Trust | 12/19/2017 | 32,131,871 | $ | | 25,004 | | $ | 25,221 | | $ | | — | | 1.9 | % | (d) |
AMP Capital Infrastructure Debt Fund III | | | | | | | | | | | | | | | | |
(US Hedged) LP | 9/18/2017 | 19,169,564 | | | 19,169 | | | 19,431 | | | | 16,033 | | 1.5 | % | (e) |
Blackstone CQP Common Holdco LP | 9/27/2018 | 50,000,000 | | | 51,486 | | | 51,487 | | | | — | | 3.9 | % | (f) |
Blackstone Infrastructure Partners LP | 9/27/2018 | 10,399,617 | | | 10,298 | | | 10,298 | | | | 39,453 | | 0.8 | % | (g) |
BTG Pactual Open Ended Core US | 3/13/2019 | | | | | | | | | | | | | | | |
Timberland Fund LP (t) | 9/18/2017 | 136,065 | | | 140,000 | | | 150,512 | | | | — | | 11.4 | % | (h) |
Ceres Farmland Holdings LP | 11/6/2017 | 100,000,000 | | | 100,000 | | | 102,685 | | | | — | | 7.7 | % | (i) |
Frija LP - 8.75%, 12/20/2027 | 12/18/2017 | 94,686,522 | | | 97,326 | | | 97,326 | | | | — | | 7.3 | % | (f) |
Global Dividend Infrastructure Fund | 9/18/2017 | 24,112,380 | | | 40,000 | | | 40,531 | | | | — | | 3.0 | % | (j) |
Hancock Timberland and Farmland Fund LP | 9/18/2017 | 17,239 | | | 17,252 | | | 17,636 | | | | 32,748 | | 1.3 | % | (k) |
Harrison Street Social Infrastructure Fund (t) | 7/2/2018 | 62,617 | | | 62,667 | | | 63,267 | | | | 87,333 | | 4.8 | % | (l) |
IFM Global Infrastructure Fund LP | 9/28/2018 | 25,000,000 | | | 25,000 | | | 25,941 | | | | 25,000 | | 2.0 | % | (m) |
IFM Sub Investment Grade Debt Fund | 9/28/2018 | 8,170,572 | | | 8,171 | | | 8,225 | | | | 6,829 | | 0.6 | % | (n) |
IIF LP | 9/18/2017 | 73,671,593 | | | 72,147 | | | 72,780 | | | | — | | 5.5 | % | (o) |
Jamestown Timberland Fund (t) | 7/2/2018 | 24,643 | | | 24,682 | | | 24,848 | | | | 25,318 | | 1.9 | % | (p) |
RMS Evergreen US Forestland Fund LP | 9/18/2017 | 80,000,000 | | | 80,000 | | | 81,742 | | | | — | | 6.2 | % | (q) |
US Core Farmland Fund LP (t) | 9/18/2017 | 67,151 | | | 75,000 | | | 80,719 | | | | — | | 6.1 | % | (r) |
Versus Capital Real Assets Sub-REIT LLC | 9/29/2017 | 14,600,000 | | | 14,600 | | | 15,837 | | | — | . | | 1.2 | % | (s) |
Total | | | $ | | 862,802 | | $ | 888,486 | | $ | | 232,714 | | 67.1 | % | |
(a) | The securities include Investment Funds, debt securities, and a wholly-owned REIT subsidiary (sub-REIT). The Investment Funds are organized to serve as a collective investment vehicle through which eligible investors may invest in a professionally managed real asset portfolio of equity and debt investments consisting of timberland, infrastructure, agriculture and farmland. The principal investment objective of the Investment Funds is to generate attractive, predictable investment returns from a target portfolio of low-risk equity investments in income-producing real assets while maximizing the total return to shareholders through cash dividends and appreciation in the value of shares. The Fund’s debt securities are private loans made to the owners of infrastructure related assets. The principal investment objective of the debt securities is to generate a stable income stream of attractive and consistent cash distributions. The Fund has invested in a wholly-owned and controlled subsidiary that makes direct investments and co-investments into timberland and agriculture/farmland assets. The principal objective of the sub-REIT is to generate attractive, predictable investment returns from a target portfolio of equity investments in primarily income-producing timberland and agriculture/farmland assets while maximizing the total return to shareholders through cash dividends and appreciation in the value of the assets. |
(b) | Represents initial acquisition date as shares are purchased at various dates through the current period. |
(c) | The restricted securities provide for redemption subject to certain lock-up and notice periods listed. |
(d) | The fund attempts to do so within 12 months of receiving the redemption request. |
(e) | Closed-end fund which is not redeemable from the fund. |
(f) | These are private debt investments. |
17
VERSUS CAPITAL REAL ASSETS FUND LLC
Notes to Financial Statements
March 31, 2019 (continued)
NOTE 7. RESTRICTED SECURITIES (continued)
(g) | Following the later of: (i) the three-year anniversary of each date on which a Limited Partner acquires Units; and (ii) the six-year anniversary of the date of the Initial Closing, a Limited Partner may request redemptions quarterly upon 90 days written notice. |
(h) | Two-year lock-up; redemptions are provided quarterly with 90 days prior written notice. |
(i) | Two-year lock up for the initial capital contribution and then each subsequent contribution is subject to a lock up of the later of i.) the initial capital contribution date ii.) one-year from such contribution. The notice period for redemption is annually and must be submitted by September 30thin any given year. |
(j) | Shares are subject to an initial lockup period of three-years from date of acquisition. Notification period of six months is required with redemption dates falling on March 31stand September 30thof each year. |
(k) | Shares are subject to an initial lockup period of three-years from date of acquisition. The notice period for redemption is annually and must be submitted by April 30thin any given year. |
(l) | Shares are subject to an initial lockup period of four-years; notification of at least 90 days prior to the last calendar day of the applicable calendar quarter for which the redemption request is to be effective. |
(m) | Initiating the redemption process requires a written notification 45 days prior quarter end. |
(n) | Shares are subject to an initial lockup period of one-year; with 60 day written notice |
(o) | There are two redemption election periods per year which occur from May 15thto June 30thand from November 15thto December 31st. |
(p) | Shares are subject to an initial lockup period of four years from the date of acquisition. A redemption request is first effective as of the last day of the first full calendar quarter after the quarter in which the investor delivers the redemption notice. |
(q) | Shares are subject to an initial lockup period of three-years from date of acquisition. Investment redemption requests will be processed on a semi- annual basis on June 30 and December 31 of each year. |
(r) | Shares are subject to an initial lockup period of three-years from date of acquisition. A redemption request is effective as of the last day of the first full calendar quarter after the quarter in which the investor delivers the redemption notice. |
(s) | The security is a wholly-owned REIT subsidiary of the Fund and has no redemption provisions. |
(t) | The Fund owns a non-voting majority interest in this private investment fund. |
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 year ended March 31, 2019:
![](https://capedge.com/proxy/N-CSR/0001687898-19-000025/vcrrxn-csr03312019edgarx21x1.jpg)
VERSUS CAPITAL REAL ASSETS FUND LLCAdditional InformationSECURITY 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 athttp://www.sec.gov.
PORTFOLIO HOLDINGS
The Fund files 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. The Fund’s Forms N-Q are available on the SEC's website at http://www.sec.gov. Form N-Q is being rescinded. Once Form N-Q is rescinded, disclosure of the Fund's complete holdings will be required to be made monthly on Form N-PORT, with every third month made available to the public by the Commission 60 days after the end of the Fund's fiscal quarter.
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 BNYMellon (or, alternatively, by contacting the Selling Agent that sold such shareholder his, her or its Shares, who will inform the Fund). Shares purchased by reinvestment will be issued at their NAV on the ex-dividend date. There is no Sales Load or other charge for reinvestment. The Fund reserves the right to suspend or limit at any time the ability of shareholders to reinvest distributions. The automatic reinvestment of dividends and capital gain distributions does not relieve participants of any U.S. Federal income tax that may be payable (or required to be withheld) on such distributions.
APPROVAL OF INVESTMENT ADVISORY AGREEMENTS
Report in Connection with Approval of Advisory Agreement with Versus Capital Advisors LLC
At a meeting held on March 1, 2019, the Board of Directors (the “Board”) of the Fund, including a majority of the Directors who are not “interested persons” (the “Independent Directors”), as such term is defined by the 1940 Act, approved the continuation of the investment advisory agreement between the Fund and Versus Capital Advisors LLC (the “Adviser”) (the “Advisory Agreement”). In preparation for that meeting, the Independent Directors met on February 28, 2019, with the assistance of their independent legal counsel, to review and evaluate the materials provided by the Adviser, along with a memorandum from their independent legal counsel. At the March 1, 2019 Board Investment Committee meeting, the Independent Directors received a presentation from the Adviser, including responses to supplemental questions that were provided to the Adviser by independent legal counsel on behalf of the Independent Directors, and reviewed the information provided in response to a request for information. The Independent Directors further discussed continuation of the Advisory Agreement in an executive session with independent legal counsel during the March Board meeting.
In considering the Advisory Agreement, the Board noted that the Adviser had been providing services for less than two years, given that the Fund’s registration statement was first declared effective August 17, 2017 and the first shares were sold on September 15, 2017.
Because the Advisory Agreement had been executed as of April 6, 2017, however, as a technical matter, the contract needed to be considered for continuation at this time. The Board noted that the annual contract renewal for all advisory agreements, including a reconsideration of the Advisory Agreement, would occur at the June 2019 Board meeting.
Matters considered by the Board in connection with its approval of the Advisory Agreement included the following:
The nature, extent and quality of the services the Adviser provides under the Advisory Agreement: The Board reviewed and considered information regarding the nature, extent and quality of the services provided to the Fund by the Adviser, including the Adviser’s presentation about its operations and capabilities, the Adviser’s Form ADV, the Advisory Agreement and other materials provided by the Adviser relating to the Advisory Agreement. The Board also noted information received at regular meetings throughout the year related to the services provided. The Board considered the investment strategy employed by the Adviser for investing in real assets, including infrastructure, farmland and timberland, and reviewed the Fund’s investment allocations. Additionally, the Board considered the Adviser’s description of the investment decision-making process for the Fund, including the allocations to subadvisers to manage portions of the Fund and the selection and allocations to institutional funds for investment of Fund assets. In addition to the portfolio construction and investment management services outlined above, the Board reviewed the additional services provided by the Adviser, including, but not limited to, subadviser oversight, compliance services, certain administrative services, and distribution, marketing and shareholder services. The Board reviewed and considered the qualifications, backgrounds and responsibilities of the professional personnel of the Adviser performing services for the Fund. The Board also considered the financial strength of the Adviser and its ability to fulfill its contractual obligations. The Board received financial statements from the Adviser and noted the additional capital raised by the Adviser. The Board considered the additional resources added and steps taken by the Adviser to enhance the compliance function.
The Board concluded that the Adviser was qualified to perform the services needed to successfully implement the Fund’s unique investment strategy.
Performance: The Board received and reviewed performance information for the Fund. The Board considered the Adviser’s success in structuring a portfolio with broad exposure to real assets that met the target range of private/public investment allocation. The Board considered the returns of the Fund and the various segments of the portfolio for the one-year and since inception periods and compared the Fund’s return and standard deviation to various indices. The Board also considered the income distributions from the Fund. Given the unique investment strategy and construction of the Fund, the Adviser represented that there currently was no investment peer group with similarly constructed investments to use for performance comparisons. Based on the information provided, the Board concluded
19
VERSUS CAPITAL REAL ASSETS FUND LLC
Additional Information (continued)
that the Adviser was meeting the Fund’s investment objective and had delivered an acceptable level of investment returns to shareholders.
A comparison of fees with those paid by similar investment companies: The Board reviewed and considered the contractual advisory fee paid to the Adviser by the Fund in light of the nature, quality and extent of the investment advisory services provided by the Adviser. As a part of this review, the Board noted that the Adviser pays out of its own fee the subadvisory and consulting fees and reviewed and considered the fee retained by the Adviser after the payment of these fees. The Board also reviewed a breakdown of other Fund expenses.
The Board considered the advisory fee and the total expense ratio of the Fund in comparison to a group of closed-end interval funds (the “Peer Group”) provided by the Adviser. The Adviser explained that the Peer Group, which was a listing of all closed-end interval funds included in the Morningstar Direct Database (with the addition of two interval funds that do not report to Morningstar), had diverse investment objectives and strategies that did not track those of the Fund. However, the Adviser stated that as there were no comparable funds based on investment strategy, the Peer Group served as a measure of alternative investments available to shareholders. The Board was also advised that the Adviser had no other client with a comparable investment strategy. The Board reviewed the advisory fee and total expense ratio of the funds in the Peer Group as well as summary statistics for the Peer Group and compared the advisory fee and total expense ratio of the Fund to those of the Peer Group. The Board considered that the Fund’s advisory fee and total expense ratio were each below the average and median of the Peer Group. In light of these factors, the Board concluded that the advisory fee was reasonable.
The Adviser’s costs and profitability: The Board considered the profitability of the Adviser and whether such profits were reasonable in light of the services provided to the Fund. As a part of this consideration the Board reviewed the Adviser’s 2017 audited financial statements along with unaudited financial statements for 2018. The Board reviewed information provided by the Adviser regarding profitability from the fund complex. The Adviser reviewed its methodology for computing the information provided, explaining that given the compensation structure for senior management who are also owners of the Adviser (which structure caps annual compensation at a base level), the margin numbers were not comparable to those of a typical advisory organization. The Board also considered the subsidization of the Fund during its initial period, which produced a savings of over $500,000 to shareholders as a result of the expense cap provided by the Adviser. The Board also considered the increase in overhead detailed by the Adviser as a result of additions of investment and compliance resources during the past year and the future intention to add more resources. The Board noted that the Fund was a specialized product that required appropriate expertise. The Board concluded that based upon these factors, the Adviser’s profits were not unreasonable.
Indirect benefits of providing advisory services: The Board was informed that the Adviser does not receive any indirect benefits from the Fund.
The extent to which economies of scale are shared with shareholders: The Adviser represented that the advisory fee structure for the Fund had been set to price the Fund at scale at the time of its launch, which would give the Fund the benefits of scale without waiting for asset growth, with an expense cap being put in place by the Adviser for the first year to limit the Fund’s costs during the first year of operations. The Board also considered the level of the current assets in the Fund as well as additional investments being made by the Adviser into resources to support the services provided to the Fund. The Board concluded that the lack of advisory fee breakpoints was appropriate at this time and any economies of scale were appropriately reflected in the advisory fee paid by the Fund.
Conclusion: The Board, having requested and received such information from the Adviser as it believed reasonably necessary to evaluate the terms of the Advisory Agreement, determined that the continuation of the Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders. In considering the Advisory Agreement, the Board did not identify any one factor as all important, but rather considered these factors collectively in light of surrounding circumstances. Further, each Director may have afforded a different weight to different factors.
Report in Connection with Approval of Amended Subadvisory Agreement with Lazard Asset Management LLC
On December 13, 2018, the Board of Directors of Versus Capital Real Assets Fund LLC (the “Fund”) approved an amended fee schedule under the Investment Sub-Advisory Agreement dated August 15, 2017 (the “Subadvisory Agreement”) between Versus Capital Advisors, LLC (the “Adviser”) and Lazard Asset Management LLC (the “Sub-Adviser”) with respect to the Fund, which would result in a reduction of the subadvisory fee rate at all asset levels.
As part of the review process, the Independent Directors (those directors who are not interested persons as defined by the Investment Company Act of 1940) were represented by independent legal counsel and recommended approval of the amended fee schedules. The Board reviewed the proposed change in the subadvisory fee schedule and considered the explanation provided by the Adviser that the Sub-Adviser offered the reduced fee rates in connection with the Adviser’s decision to allocate assets to be managed to the Sub-Adviser.
The Board considered the Adviser’s representation that the change in the subadvisory fee schedule would not reduce the quality or quantity of the services to be provided by the Sub-Adviser to the Fund and that the Sub-Adviser’s obligations under the Subadvisory Agreement would remain the same in all material respects. The Board also considered that the Adviser was not proposing any material changes to the terms of the Subadvisory Agreement other than to the fee schedule, and that the reduced fees would benefit the shareholders.
The Board considered that when it approved the Subadvisory Agreement for the Fund during the August 2017 Board meeting, as a part of that process, it had considered the nature, quality and extent of the services to be provided by the Sub-Adviser under the Subadvisory Agreement as well as the competitiveness of the fee and had concluded, based upon the information provided, that the terms of the Subadvisory Agreement were reasonable and that approval of the Subadvisory Agreement was in the best interests of the Fund.
Based upon all of the information considered, the Board concluded that it was in the best interests of the Fund to approve the amended Subadvisory Agreement at this time.
20
| | | | | |
VERSUS CAPITAL REAL ASSETS FUND LLC | | |
Additional Information (continued) | | | |
|
| | | | Number of | |
| | | | Portfolios | |
| | | | in Fund | |
| | | | Complex | Other Public |
| | Term of Office | | Overseen | Company |
Name, Address | Position(s) Held | and Length of | Principal Occupation(s) During Past 5 | by | Directorships |
and Age(1) | with Fund | Time Served(2) | Years | Director | Held by Director |
|
Independent Directors(3) | | | | |
Jeffry A. Jones; | Independent | | Principal of SmithJones, (Real Estate), | | |
| | Since inception | | 2 | 0 |
Age 60 | Director | | 8/2008 to present. | | |
|
Richard J. | Independent | | President of The Davis Companies, | | |
McCready; | | Since inception | | 2 | 0 |
Age 61 | Director | | 2014 to present; | | |
|
| | | Chief Financial Officer of Paypal’s merchant | | |
| | | lending platform, 2018 to present. Chief | | |
Paul E. Sveen; | Independent | Since inception | Financial Officer of Swift Financial 2016 to | 2 | 0 |
Age 57 | Director | | 2018; Managing Partner of Pantelan Real | | |
| | | Estate Services LLC, 2013 to 2016; | | |
|
| | | Chief Financial Officer of Ensyn | | |
Robert F. Doherty; | Independent | Since inception | Corporation (2013-2018), Partner of Renova | 2 | 0 |
Age 54 | Director | | Capital Partners, 2010 to present. | | |
|
Interested Directors(4) | | | | |
|
| | | President of the Adviser, 2010 to present and | | |
| | | Chief Financial Officer of the Adviser, 2010 | | |
William R. Fuhs, | Director; | | to 1/2016; Chief Financial Officer of Versus | | |
Jr.; | | Since inception | | 2 | 0 |
| President | | Capital Multi-Manager Real Estate Income | | |
Age 50 | | | Fund LLC, 2011 to 1/2016 and President | | |
| | | from 1/2016 to present. | | |
|
|
| Director; Chief | | Chief Investment Officer of the Adviser, | | |
Casey Frazier; | | | 2011 to present; Chief Investment Officer of | | |
| Investment | Since inception | | 2 | 0 |
Age 41 | | | Versus Capital Multi-Manager Real Estate | | |
| Officer | | Income Fund LLC, 2011 to present. | | |
|
|
| | | Chief Executive Officer of the Adviser, 2010 | | |
Mark Quam; | Chief Executive | | to present; Chief Executive Officer of | | |
| | Since inception | | 2 | 0 |
Age 49 | Officer | | Versus Capital Multi-Manager Real Estate | | |
| | | Income Fund LLC, 2011 to present. | | |
(1) | The address of each member of the Board is: c/o Versus Capital Multi-Manager Real Assets Fund LLC, 5555 DTC Parkway, Suite 330, Greenwood Village, CO. 80111. |
(2) | Each Director will serve for the duration of the Fund, or until his death, resignation, termination, removal or retirement. |
(3) | “Independent Directors” means members of the Board who are not “interested persons” of the Fund, the Adviser, Callan, the Distributor, or any affiliate of the Fund, the Adviser, Callan, as defined by the Investment Company Act (“Independent Directors”). |
(4) | “Interested Directors” means members of the Board who are “interested person,” as defined in the Investment Company Act, because of such person’s affiliation with the Fund (“Interested Directors”). |
21
VERSUS CAPITAL REAL ASSETS FUND LLC
Additional Information (continued)
Officers
The address, age, and a description of principal occupations during the past five years are listed below for each officer of the Fund:
| | | | |
| Position(s) | | | |
Name, Address | Held with | Term of Office and | Principal Occupation(s) | |
and Age(1) | Fund | Length of Time Served(2) | During Past 5 Years | |
| Chief | | | |
Mark D. Quam; | | | Chief Executive Officer | |
| Executive | Since inception | | |
Age 49 | | | of the Adviser, 2010 to present. | |
| Officer | | | |
|
William R. Fuhs, | | | President of the Adviser, 2010 to present; Chief | |
Jr.; | President | Since inception | Financial Officer | |
Age 50 | | | of the Adviser 2010 to 2016 | |
|
|
|
| Chief | | | |
Casey Frazier; | | | Chief Investment Officer of the | |
| Investment | Since inception | | |
Age 41 | | | Adviser 2011 to present. | |
| Officer | | | |
|
|
| | | Chief Financial Officer of Adviser since 2016 and | |
John Gordon; | Chief Financial | | Treasurer since inception. Chief Compliance Officer | |
| | Since inception | | |
Age 56 | Officer, | | of the Adviser and the Fund, inception to October | |
| | | 2018 | . |
|
| | | Chief Compliance Officer of the Adviser and the | |
| | | VCMIX since October 2018. Secretary of the VCMIX | |
| Chief | | since December 2018. VP Compliance at Janus | |
Steve Andersen; | Compliance | October 2018 | Henderson Investors August 2017 to August 2018. | |
Age 43 | Officer and | | AVP Compliance at Janus Capital Group January | |
| Secretary | | 2016 to August 2017. Senior Compliance Manager at | |
| | | Janus Capital Group August 2011 to January 2016. | |
|
| | | Accounting & Compliance Officer of the Adviser, | |
| | | 1/2016 to present; Accounting Consultant/Technical | |
John Loomis; | Treasurer | Since inception | Support Engineer at Imagine Communications, 2013 | |
Age 55 | | | to 2015; Senior Accounting Manager at Starz | |
| | | Entertainment, 1993 to 2013. | |
(1) | The address of each officer of the Fund is: c/o Versus Capital Real Assets Fund LLC, 5555 DTC Parkway, Suite 330, Greenwood Village, Colorado 80111. |
(2) | Each officer will serve for the duration of the Fund, or until his death, resignation, termination, removal or retirement. |
22
Item 2. Code of Ethics.
(a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
(d) | The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions. |
(e) | |
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrant’s board of directors has determined that Robert Doherty is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) | The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $49,000 for 2018 and $52,500 for 2019. |
Audit-Related Fees
(b) | The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are notreported under paragraph (a) of this Itemare $8,000 for 2018 and $6,000 for 2019. |
Tax Fees
(c) | The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $9,010 for 2018 and $15,794 for 2019. |
All Other Fees
(d) | There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. |
(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
22
Notwithstanding the foregoing, the Audit Committee is not responsible for certifying the Fund’s financial statements or guaranteeing the auditor’s report. The fundamental responsibility for the Fund’s financial statements and disclosures rests with management and the independent auditors.
1. | Independent Auditors |
| (a) | Retain, terminate and replace independent auditors and approve all audit engagement |
| | fees | and terms. |
| (b) | Inform each registered public accounting firm performing work for the Fund that such |
| | firm | shall report directly to the Audit Committee the findings of its audits. |
| (c) | Oversee the work of any registered public accounting firm employed by the Fund, |
| | including | the resolution of any disagreement between management and the auditor regarding |
| | financial | reporting, for the purpose of preparing or issuing an audit report or related work. |
| (d) | Review and approve in advance any significant audit or non-audit engagement or |
| | relationship | between the Fund and the independent auditors, other than “prohibited non- |
| | auditing | services”. |
| (e) | The following shall be “prohibited non-auditing services”: |
| | (i) | appraisal or valuation services, providing fairness opinions or preparing contribution- in-kind reports; |
| | (ii) | bookkeeping or other services related to the accounting records or financial statements of the audit client; |
| | (iii) | internal audit outsourcing services; |
| | (iv) | actuarial services; |
| | (v) | management functions or human resources; |
| | (vi) | broker or dealer, investment adviser or investment banking services; |
| | (vii) | legal services and expert services unrelated to the audit; |
| | (viii) | financial information systems design and implementation; and |
| | (ix) | any other service that the Public Fund Accounting Oversight Board prohibits through regulation. |
| (f) | Notwithstanding the foregoing, pre-approval is not necessary for services other than |
| | audit, | review or attest services if: |
| | (i) | the aggregate amount of all such non-audit services provided to the Fund constitutes not more than five percent of the total amount of revenues paid by the Fund to its auditor during the fiscal year in which the non-audit services are provided; |
| | (ii) | such services were not recognized by the Fund at the time of the engagement to be non-audit services; and |
| | (iii) | such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee may delegate to one or more of its members the authority to pre- approve any audit or non-audit services to be provided by the independent auditors so long as it is presented to the full Audit Committee at its next regularly scheduled meeting. |
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) 0% (c) 0% (d) N/A
(f) | There were no hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. |
(g) | There were no non-audit fees billed by the registrant's accountant for services rendered to the registrant, and renderedto the registrant's investment adviser (not including any sub-adviserwhose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years. |
(h) | 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.
PROXY VOTING POLICIES AND PROCEDURES
The Fund is a fund of funds that invests primarily in Investment Funds which have investors other than the Fund. The Fund may invest substantially all of its assets in non-voting securities of Investment Funds.
The Fund has delegated voting of proxies in respect of portfolio holdings to the Adviser, to vote the Fund’s proxies in accordance with the Adviser’s proxy voting guidelines and procedures. For assets sub-advised by Investment Managers, the Adviser has delegated its authority to vote proxies to those Investment Managers. Although Investment Funds typically do not submit matters to investors for vote. If an Investment Fund submits a matter to the Fund for vote (and the Fund holds voting interests in the Investment Fund), the Adviser will vote on the matter in a way that it believes is in the best interest of the Fund and in accordance with the following proxy voting guidelines (the “Voting Guidelines”):
- In voting proxies, the Adviser is guided by general fiduciary principles. The Adviser’s goal is to actprudently, solely in the best interest of the Fund.
- The Adviser attempts to consider all factors of its vote that could affect the value of the investment and willvote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values.
- The Adviser, absent a particular reason to the contrary, generally will vote with management’srecommendations on routine matters. Other matters will be voted on a case-by-case basis.
- The Adviser applies its Voting Guidelines in a manner designed to identify and address material conflictsthat may arise between the Adviser’s interests and those of its clients before voting proxies on behalf of such
| clients. The Adviser relies on the following to seek to identify conflicts of interest with respect to proxy voting and assess their materiality: |
| The Adviser’s employees are under an obligation (i) to be aware of the potential for conflicts of interest on the part of the Adviser with respect to voting proxies on behalf of client accounts both as a result of an employee’s personal relationships and due to special circumstances that may arise during the conduct of the Adviser’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of certain designated persons. |
| Such designated persons work with appropriate personnel of the Adviser to determine whether an identified conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the Adviser’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. The Adviser shall maintain a written record of all materiality determinations. |
| If it is determined that a conflict of interest is not material, the Adviser may vote proxies notwithstanding the existence of the conflict. |
| Ifitisdeterminedthataconflictofinterestismaterial,theAdviser’slegaldepartmentworkswithappropriate personnel of the Adviser to agree upon a method to resolve such conflict of interest before voting proxies affected by the conflict of interest. Such methods may include: |
| | disclosing the conflict to the Board and obtaining the consent of the Board before voting; |
| | engaging another party on behalf of the Fund to vote the proxy on its behalf; |
| | engaging a third party to recommend a vote with respect to the proxy based on application of the policies set forth herein; or |
| | such other method as is deemed appropriate under the circumstances given the nature of the conflict. |
| Adviser shall maintain a written record of the method used to resolve a material conflict of interest. |
Information regarding how the Adviser voted the Fund’s proxies related to the Fund’s portfolio holdings during the most recent 12-month period ended June 30th is available without charge, upon request, by calling 1-877-200-1878, and is available on the SEC’s website at http://www.sec.gov.
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 William Fuhs – President – Since Inception Dave Truex – Deputy Chief Investment Officer – Since Inception
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
“In addition to the Fund, the Adviser provides investment advisory services to the Versus Capital Multi-Manager Real Estate Income Fund, LLC a continuously offered registered closed end management investment company that has elected to be treated as an interval fund, as well as four charitable pooled income funds, as defined under section 642(c)(5) of the Code. Given the significant differences in the investment objectives of the other accounts managed by the portfolio managers, it is not anticipated that holdings will overlap. As a result, the Adviser does not believe that it has any conflicts of interest in allocating investment opportunities to the Fund.”
Other Accounts Managed by Portfolio Manager(s) or Management Team Member
| | | | | | | | | |
| | | | | | | | No. of | |
| | | | | | | | Accounts | Total Assets in |
| | | Name of | | | | | where | Accounts where |
| | | Portfolio | | Total | | | Advisory Fee | Advisory Fee is |
| | | Manager or | Type of | No. of Accounts | | Total Assets | is Based on | Based on |
| | | Team Member | Accounts | Managed | | (in 1,000,000) | Performance | Performance |
| | | | Registered | | | | | |
| | | | Investment | | | | | |
| | | Casey Frazier | Companies: | 2 | $ | 4,120 | 0 | N/A |
| | | | Other Pooled | | | | | |
| | | | Investment | | | | | |
| | | Casey Frazier | Vehicles: | 4 | $ | 2 | 0 | N/A |
| | | | Registered | | | | | |
| | | | Investment | | | | | |
| | | Dave Truex | Companies: | 2 | $ | 4,120 | 0 | N/A |
| | | | Other Pooled | | | | | |
| | | | Investment | | | | | |
| | | Dave Truex | Vehicles: | 4 | $ | 2 | 0 | N/A |
| | | | Registered | | | | | |
| | | | Investment | | | | | |
| | | William Fuhs | Companies: | 2 | $ | 4,120 | 0 | N/A |
| | | | Other Pooled | | | | | |
| | | | Investment | | | | | |
| | | William Fuhs | Vehicles: | 4 | $ | 2 | 0 | N/A |
| | | | Other Accounts: | N/A | | N/A | N/A | N/A |
|
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(a) | (3 | ) | Compensation Structure of Portfolio Manager(s) or Management Team Members | |
A team approach is used by the Adviser to manage the Fund. The Investment Committee of the Adviser is chaired by Casey Frazier, and includes William Fuhs and David Truex. Mr. Frazier and Mr. Fuhs are founding members of the Adviser and are paid a base salary and a share of the profits, if any, earned in their ownership of the Adviser. Mr. Truex is paid a base salary and a discretionary bonus.
(a)(4) Disclosure of Securities Ownership
"Beneficial ownership" should be determined in accordance with rule 16a-1(a)(2) under the Exchange Act (17 CFR 240.16a-1(a)(2)).
| |
Name of Portfolio Manager orTeam Member Casey Frazier Dave Truex William Fuhs | Dollar ($) Range of Fund Shares BeneficiallyOwned $500,000 to $1,000,000 $0 to $50,000 $500,000 to $1,000,000 |
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 | ) | The registrant has elected to satisfy paragraph (f) of this item by posting its code of ethics on |
| | | its website pursuant to paragraph (f)(2) of this item. http://www.versuscapital.com. |
|
(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 |
MarkD.Quam,ChiefExecutiveOfficer
(principalexecutiveofficer)
Date5/31/2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)*
/s/ Mark D. Quam
MarkD.Quam,ChiefExecutiveOfficer
(principalexecutiveofficer)
| | |
Date | 5/31/2019 | |
|
|
By (Signature and Title)* | /s/ John Gordon |
| | John Gordon, Chief Financial Officer |
| | (principal financial officer) |
|
Date | 5/31/2019 | |
* | Print the name and title of each signing officer under his or her signature. |