SecProbe.io

CORRESP
 1
 filename1.htm

 ROPES
 & GRAY LLP

 PRUDENTIAL
TOWER

 800
BOYLSTON STREET

 BOSTON,
MA 02199-3600

 WWW.ROPESGRAY.COM

 July 22, 2025

 Lisa
 M. Henry

 T
+1 617 951 7780

 lisa.henry@ropesgray.com

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Investment Management

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Ms. Kim McManus

 Re:
 Versus
 Capital Real Assets Fund LLC (File Nos. 333-261313 and 811-23201) ("VCRRX") (the "Fund")

 Ladies and Gentlemen,

 On July 9, 2025, Ms. Kim McManus (the "Staff
Reviewer") of the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") provided oral
comments to Lisa M. Henry of Ropes & Gray LLP, counsel to the Fund, in connection with the Staff's review of Post-Effective
Amendment No. 7 under the Securities Act of 1933, as amended (the "1933 Act"), and Amendment No. 22 under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), to VCRRX's Registration Statement on Form N-2, filed pursuant
to Rule 486(a) under the 1933 Act on May 30, 2025.

 The Staff Reviewer
requested that the Fund's responses be provided in writing via EDGAR correspondence. Accordingly, the Staff's comments,
together with the Fund's responses thereto, are set forth below. The below responses will be reflected, to the extent applicable,
in an amendment to the Fund's Registration Statement on Form N-2 to be filed pursuant to Rule 486(b) under the 1933 Act. Capitalized
terms not defined in this letter have the same meaning as in the Fund's Registration Statement.

 1. Comment : On the cover page, please add a cross-reference to interval fund/repurchase policy risks
and the discussion of conflicts of interest.

 Response : The Fund will add the following
disclosure to the fourth bullet on the cover page:

 See "Risk Factors – Interval
Fund Risk" and "– Liquidity Risk" in the Prospectus and "Conflicts of Interest" in the Statement of
Additional Information (the "SAI").

 2. Comment : On the cover page in the bullets, please add prominent statements to the effect that:

 a. Shareholders will bear substantial direct and indirect fees and expenses in connection with their investment.

 b. Private fund investments involve a high degree of business and financial risk that can lead to substantial
losses.

 - 2 -
 July 22, 2025

 c. The Fund should be considered a complex investment and entails substantial risks and a prospective investor
should invest in the Fund only if the investor can sustain a substantial or complete loss of their investment.

 Response : The Fund will revise
the list of bullets on the cover page as follows:

 Investing
in the Shares involves risks that are described in the "Risk Factors" section of this Prospectus.

 · The
Fund does not intend to list its Shares on any securities exchange during the offering period, and the Fund does not expect a secondary
market in the Shares to develop. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest
in a specified timeframe.

 · You
should not expect to be able to sell your Shares other than through the Fund's repurchase offers, regardless of how the Fund performs.
If you are able to sell your Shares, other than through the Fund's repurchase offers, you will likely receive less than your purchase
price.

 · Even
though the Fund will offer to repurchase Shares on a quarterly basis, you should consider Shares of the Fund to be an illiquid investment.
There is no guarantee that you will be able to sell your Shares at any given time or in the quantity that you desire.

 · The
Shares are appropriate only for those investors who can tolerate risk and do not require a liquid investment. See
"Risk Factors – Interval Fund Risk" and "– Liquidity Risk" in the Prospectus and "Conflicts
of Interest" in the Statement of Additional Information (the "SAI").

 · You
will bear substantial direct and indirect fees and expenses in connection with your investment in the Fund.

 · The
underlying Private Funds involve a high degree of business and financial risk that can lead to substantial losses.

 · The
Fund, the Subsidiaries, the Sub-REIT, and the underlying Private Funds may utilize borrowings and financial leverage and significant risks
may be assumed as a result. See "Risk Factors – Leverage Risk."

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

 · The
Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund's
performance, such as from offering proceeds and borrowings.

 - 3 -
 July 22, 2025

 · The
Fund should be considered a complex investment and entails substantial risk. You should invest in the Fund only if you can sustain a substantial
or complete loss of your investment.

 3. Comment : Please supplementally confirm that the Fund has disclosed the cost of each Private Fund
investment within the Schedule of Investments as required by Rule 12-12 of Regulation S-X.

 Response : The Fund confirms that
it has disclosed the cost of each underlying Private Fund in the Notes to the Financial Statements under "Restricted Securities."

 4. Comment : Please provide a legal analysis regarding whether the "arrangers" would meet
the definition of "investment adviser" under Section 2(a)(20) of the Investment Company Act and/or Section 202(a)(11) of the
Investment Advisers Act of 1940, as amended (the "Advisers Act").

 Response : Please refer to the response
to Staff comment #2 in the letter dated March 4, 2025 regarding the Staff's comments on the registration statement of Versus Capital
Real Estate Fund LLC. The Fund confirms that the same analysis applies to the Fund's use of any arrangers.

 5. Comment : Under "Prospectus Summary – Investment Management Fee," please revise
to disclose that the cost associated with the Fund's investments in Private Funds may be significant.

 Response : The Fund will revise its
disclosure as follows:

 To the extent that
the Fund invests in Private Funds, the Fund will be subject to the management fees, including asset-based fees and, in some cases, performance
fees, charged by the Private Funds on the portion of the Fund's assets invested in such Private Funds. The
fees and expenses associated with the Fund's investments in Private Funds may be significant.

 6. Comment : Please revise "Valuation Risk" to clearly and plainly disclose the following:

 a. The Adviser fair values the Fund's investment in Private Funds based on valuations provided by the
Managers of such Private Funds, which valuations may also be based on fair valuation procedures. These fair value determinations may prove
to be inaccurate.

 b. The fair value of Private Funds is subject to adjustment or revisions. If the Fund's NAV is adjusted
after a shareholder receives their shares upon purchase or receives repurchase proceeds in a repurchase offer, the adjustment will not,
in most cases, result in an adjustment to the number of shares received by the shareholder in a purchase or a shareholder's repurchase
proceeds in a repurchase offer; therefore, shares may be purchased or repurchased at a NAV that may later turn out to be incorrect.

 Response : The Fund will revise "Valuation
Risk" as marked below. The Fund believes that stating that the Fund's shares may be purchased or repurchased at a NAV that
may later turn out to be incorrect would be confusing to shareholders. For any fund that holds an investment that is fair valued, the
fund's NAV is a good faith estimate based on the information available on the date such NAV is determined; this is not unique to
the Fund or its investment in Private Funds.

 - 4 -
 July 22, 2025

 · Valuation Risk. The
value of the Fund's investments will be difficult to ascertain, and the valuations provided in respect of the Private Funds, the
Sub-REIT, private debt investments and other private securities will likely vary from the amounts the Fund would receive upon withdrawal,
realization or other disposition of these investments. While the value of the Fund's publicly-traded securities is more readily
ascertainable, the Fund's ownership interest in Private Funds, the Sub-REIT, private debt investments and other private securities
that are not publicly traded will depend on appraisers, pricing agents and other service providers, arrangers, and Managers to provide
a valuation, or assistance with a valuation, of the Fund's investment. Any such valuation is a subjective analysis of the fair market
value of an asset and requires the use of techniques that are costly and time-consuming and ultimately provide only an estimate of value.

 For information about the value of the
Fund's investment in Private Funds, the Adviser will be dependent on valuations or other information
provided by the Private Funds and Managers, including quarterly unaudited financial statements . Such valuations
may be based on fair valuation procedures and may prove to be inaccurate, which that, if inaccurate,
could adversely affect the Adviser's ability to value accurately the Fund's Shares. Moreover, the valuation of the Fund's
investment in a Private Fund, as provided by a Manager as of a specific date, or of the Sub-REIT provided by a property manager, may vary
from the fair value of the investment that may be obtained if such investment were sold to a third party.

 In addition, the valuations
of the Fund's investments in Private Funds, the Sub-REIT, private debt investments and other private securities are subject to later
adjustment or revision. If the Fund's NAV is adjusted after a shareholder receives their Shares upon purchase or receives repurchase
proceeds in a repurchase offer, the adjustment will not, in most cases, result in an adjustment to the number of Shares received by the
shareholder in a purchase or a shareholder's repurchase proceeds in a repurchase offer.

 7. Comment : With respect to footnote 3 to the Summary of Fund Expenses table, please revise the footnote
to state, if true, that the fee waiver agreements will continue for so long as the investment management agreement is in effect.

 Response : The Fund will revise the
relevant disclosure under footnote 3 as follows:

 The Investment Management Fee is paid
to the Adviser at an annual rate of 1.15% of NAV, which accrues daily on the basis of the Fund's net assets. The Investment Management
Fee will reduce the NAV of the Fund and is payable in arrears on a quarterly basis. See "Management of the Fund – Adviser
and Investment Management Fee." To the extent the Fund utilizes a Subsidiary or the Sub-REIT, the Adviser contractually agrees to
reduce the Investment Management Fee paid by the Fund in an amount equal to any management fees it receives from a Subsidiary, or to waive
any management fees payable by the Sub-REIT, such that, for the collective net assets of the Fund and the Subsidiaries and the Sub-REIT,
the total Investment Management Fee is calculated at a rate of 1.15%. Each of these waivers will continue
for so long as the Investment Management Agreement is in effect and may be terminated only upon approval by the Directors of
the Fund, including a

 - 5 -
 July 22, 2025

 majority of the Independent Directors.
The Adviser will pay the Sub-Adviser from its Investment Management Fee. Pursuant to the sub-advisory agreement, Brookfield is paid a
management fee by the Adviser that is assessed on a sliding scale from 0.60% down to 0.45% based on the average daily NAV of the Fund
assets that Brookfield manages.

 8. Comment : Please add disclosure under "Calculation of Net Asset Value" that addresses
adjustments or revisions to previously assigned values (e.g., as a result of an audit).

 Response : The Fund will revise the three paragraphs in the
subsection "Fair Valuation Methodology – Private Funds" under "Calculation of Net Asset Value" as follows:

 The
Board has adopted procedures pursuant to which the Valuation Designee typically will fair value
the Fund's investments in the Private Funds according to the value reported by each Private Fund's quarterly NAV
statement. The Valuation Designee will also review this information for reasonableness based on its
knowledge of current market conditions and the individual characteristics of each Private Fund and may clarify or validate the
reported information with the applicable manager of the Private Fund. In certain circumstances, a Private Fund or
its manager may provide information on a Private Fund's NAV on a basis more frequent than quarterly (daily or periodically). A
Private Fund may provide a preliminary NAV that may differ from the Private Fund's final NAV. The Valuation Designee may rely
on such preliminary NAV and subsequently adjust the Fund's NAV based on the Private Fund's final NAV. In addition, the
valuations provided by the Private Funds may also be based on fair value valuation. The Private Fund's valuation and/or the
Valuation Designee's fair values may prove to be inaccurate. Incorrect valuations of the Private Fund could have an adverse
effect on the Fund's NAV and shareholder transactions in the Shares. See "Risk Factors – Valuation
Risk."

 The
 Valuation Designee will also review
 this valuation information received
from a Private Fund or its Manager for reasonableness based on its knowledge of current market conditions and the individual
characteristics of each Private Fund and may clarify or validate the reported information with the applicable manager of the Private Fund.
If determined reasonable, the Valuation Designee may value the Fund's investment in such Private Fund according to this information
without further adjustments.

 The
Valuation Designee may conclude, in certain circumstances, that the information provided by any Private Fund or its manager does not represent
the fair value of the Fund's investment in a Private Fund and is not indicative of what actual fair value would be under current
market conditions. In those circumstances, the Valuation Designee may determine to value the Fund's investment in the Private Fund
at a discount or a premium to the reported value received from the Private Fund. Any such decision will be made in good faith by the Valuation
Designee, and will be reported to the Board's Valuation Committee at its next regularly scheduled quarterly meeting.

 9. Comment : In the subsection "Fair Valuation Methodology" in the section "Calculation
of Net Asset Value," please add disclosure, if accurate, that states that the Adviser fair values the Fund's investments in
Private Funds based on valuations provided by the Managers of the Private Funds, which valuations

 - 6 -
 July 22, 2025

 may also be based on fair
value valuation. One or both of these fair value determinations may prove to be inaccurate. Also add that incorrect valuations of Private
Funds could have an adverse effect on the Fund's net asset value and shareholder transactions in the Shares and include a cross-reference
to the risk disclosure.

 Response : Please see the response to Comment 8
above.

 * * * * *

 If you have any questions or require any clarification concerning the foregoing,
please call me at 617-951-7780.

 Sincerely,

 /s/ Lisa M. Henry

 Lisa M. Henry

 cc:
 Sarah Clinton, Ropes & Gray LLP

 Chelsea M. Childs, Ropes & Gray LLP

 Brian Petersen, Versus Capital Advisors LLC

 Jillian Varner, Versus Capital Advisors LLC