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Investment Company Act File Number: 811-23201
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Exact name of investment company as specified in registration statement:
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Address of principal executive office:
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Check one of the following:
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A.
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[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.
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B.
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[ ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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C.
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[ ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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By:
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/s/Brian Petersen
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Brian Petersen
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Chief Financial Officer
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Repurchase Offer. Harrison Street Real Assets Fund LLC (formerly, Versus Capital Real Assets Fund) (the “Fund”) is offering to
repurchase for cash up to five percent (5%) of the aggregate of its issued and outstanding common shares (“Shares”) on the Repurchase Request Deadline (described below). The Fund will purchase Shares at the net asset value (“NAV”) per
Share determined as of the close of the New York Stock Exchange (the “Exchange”) on the Repurchase Pricing Date (described below), upon the terms and conditions set forth in (i) these Repurchase Offer Terms, (ii) the Fund Shareholder
Repurchase Offer Notice (the “Repurchase Offer Notice”) and (iii) the Fund’s Prospectus. Together, those documents constitute the “Repurchase Offer.” The Repurchase Offer is not conditioned upon the
tender for repurchase of any minimum number of Shares. The purpose of the Repurchase Offer is to provide some liquidity to shareholders since the Fund is unaware of any secondary market which exists for the Shares. The Fund does not
charge a processing fee for handling repurchase requests. However, if your Shares are held for you by your broker-dealer, registered investment adviser, financial institution or other institution (“Authorized Institution”), or otherwise by
a nominee, such Authorized Institution may charge a transaction fee for submitting a repurchase request for you.
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2.
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Net Asset Value. You must determine whether to tender Shares on or before August 22, 2025, (the “Repurchase Request Deadline”). The NAV at which the Fund will repurchase Shares will not be determined until the Repurchase Pricing Date, which is the same as the Repurchase Request Deadline,
August 22, 2025. The NAV may fluctuate between the date you submit your repurchase request and the Repurchase Request Deadline / Repurchase Pricing Date. The NAV on the Repurchase Pricing Date could be higher or lower than on the date you
submit a repurchase request. Please call shareholder services at 1-855-653-7173 for current NAV information. Shares of the Fund earn dividends declared, if any, on the day the Shares are repurchased. On July 25, 2025, the NAV per Share
of the Fund was $28.70.
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Repurchase Request Offer Period and Repurchase Request Deadline. This quarter’s
Repurchase Offer begins on July 29, 2025. All tenders of Shares for repurchase must be received in proper form by BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), the Fund’s transfer agent (the “Transfer Agent”), or your
Authorized Institution, before the Fund’s close of business, which is the close of business of the Exchange (normally 4:00 p.m. Eastern Time, but the Exchange may close earlier on certain days) on the Repurchase Request 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.
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The Repurchase Request Deadline will be strictly observed. The Fund will not accept any
alternative, conditional or contingent tenders for repurchase.
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5.
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Payment for Shares Repurchased. The Fund expects to distribute repurchase proceeds to shareholders by August 26, 2025, but in no
event later than seven (7) calendar days after the Repurchase Pricing Date.
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6.
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Repurchase Charge. The Fund does not charge a special handling or processing fee for repurchases. Your Authorized Institution may
charge a transaction fee in connection with submitting a repurchase request.
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7.
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Withdrawal or Modification of Number of Shares to be Repurchased. Subject to the limitations of your Authorized Institution,
Shares submitted pursuant to the Repurchase Offer may be withdrawn or you may change the number of Shares submitted for repurchase at any time prior to the Fund’s close of business, which is the close of business of the Exchange (normally
4:00 p.m. Eastern Time, but the Exchange may close earlier on certain days) on the Repurchase Request Deadline. If your Shares are held for you by your Authorized Institution or otherwise by a
nominee, please consult such person if you wish to modify or withdraw a repurchase request. With respect to Shares held directly with BNY Mellon, shareholders seeking to modify or withdraw their tender of Shares must send to the Transfer
Agent a notice of withdrawal or notice of modification, as applicable, that specifies the name of the person withdrawing or modifying a tender of Shares and the number of Shares to be withdrawn or the modified number of Shares to be
tendered. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Repurchase Offer. However, withdrawn Shares may be retendered by following the procedures described herein prior to the Repurchase
Request Deadline. For further information regarding modifications or withdrawals of tenders, you may call shareholder services at 1-855-653-7173 or contact your Authorized Institution or financial adviser.
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Suspension or Postponement of Repurchase Offer The Board may suspend or postpone this Repurchase Offer only by a majority vote of
the Directors (including a majority of the Independent Directors) and only in the following limited circumstances: (i) during any period in which the Exchange or any other market on which the Fund’s portfolio securities are traded is
closed, other than customary weekend and holiday closings, or trading in those markets is restricted; or (ii) during an emergency that makes it impractical for the Fund to dispose of securities it owns or determine the NAV of Fund Shares;
or (iii) if the repurchase would cause the Fund to lose its status as a regulated investment company under Subchapter M of the Internal Revenue Code; or (iv) during other periods where the Securities and Exchange Commission permits the
suspension or postponement of offers by the Fund for the protection of its shareholders. If the Repurchase Offer is suspended or postponed, the Fund will provide notice of the suspension or postponement to each shareholder of the Fund. If
the Fund renews the Repurchase Offer, the Fund will send a new notification to each shareholder with details concerning the terms and conditions of the renewed Repurchase Offer.
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Proration. If Share repurchase requests exceed the number of Shares in the Fund’s Repurchase Offer, the Fund may, in its sole
discretion: (i) repurchase the tendered Shares on a pro rata basis or (ii) increase the number of Shares to be repurchased by up to 2.0% of the Fund’s outstanding Shares. If Share repurchase requests exceed the number of Shares in the
Fund’s Repurchase Offer plus 2.0% of the Fund’s outstanding Shares, the Fund is required to repurchase the Shares tendered on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by Shareholders who own less
than one hundred shares and who tender all of their Shares, before prorating other amounts tendered. In addition, if the Repurchase Offer is oversubscribed, the Fund may offer to repurchase outstanding shares tendered by the estate of a
deceased shareholder or such deceased shareholder’s descendants (an “Estate Offer”) in an additional amount, taking into account the liquidity of the Fund’s assets, up to 0.20% of the Fund’s outstanding shares. In the event an Estate Offer
is oversubscribed, the Fund will repurchase the tendered Shares on a pro rata basis based on the number of Shares tendered by each shareholder participating in the Estate Offer. Harrison Street Private Wealth LLC (formerly, Versus Capital
Advisors LLC) (the “Adviser”)may require information it deems appropriate under the circumstances to verify shareholder’s eligibility to participate in an Estate Offer, and it is possible that certain Authorized Institutions may not be able
to process or meet the requirements for Estate Offer requests. 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 the Estate Offer and may require additional information.
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10.
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Tax Consequences. Shareholders should review the tax information in the Fund’s Prospectus and Statement of Additional Information.
Shareholders should consult their tax advisors regarding the specific tax consequences, including state and local tax consequences, of participating in the Repurchase Offer. The Fund intends to take the position that shareholders tendering
Shares will qualify for sale or exchange treatment. If the transaction is treated as a sale for tax purposes, any gain or loss recognized will be treated as capital gain or loss by shareholders that hold their Shares as a capital asset. If
the sale is not treated as a sale or exchange for tax purposes, the amount received upon a repurchase of Shares will consist in whole or in part of ordinary dividend income, a return of capital or capital gain, depending on the Fund’s
earnings and profits for its taxable year and the shareholder’s basis in the Shares. In addition, if any amounts received are treated as a dividend to tendering shareholders, a constructive dividend may be received by non-tendering
shareholders whose proportionate increase in the Fund has been increased as a result of the tender.
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11.
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Documents in Proper Form. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any
tender of Shares will be determined by the Fund in its sole discretion, which determination shall be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders determined by it not to be in
appropriate form or the acceptance of or payment for any Shares which may, in the opinion of the Fund’s counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Repurchase Offer or any defect or
irregularity in tender of any particular Shares or by any particular shareholder, and the Fund’s interpretations of the terms and conditions of the Repurchase Offer will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the Fund shall determine. Tendered Shares will not be accepted for repurchase unless all defects and irregularities have either been cured within such time or
waived by the Fund. Neither the Fund, the Adviser, nor any other person are obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. The Fund and the
Adviser will not be liable for any loss incurred in the event that the Fund accepts unauthorized telephone instructions or repurchase requests that the Fund reasonably believes to be genuine.
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