Aspiriant Real Assets and Capital Appreciation Fund Tenders 2026

The two funds side by side

Both are closed-end funds organized as Delaware statutory trusts, run by Aspiriant, LLC, an SEC-registered adviser that says it and its affiliates managed about $19 billion on May 31, 2026. Both invest mostly in private partnerships and in public ETFs and mutual funds, started on April 1, 2021, and take new money at NAV with no sales load and no early repurchase fee. The Real Assets prospectus sets a $25,000 minimum initial investment, and a holder who tenders part of a position must leave at least $25,000 in the fund or the fund may take the rest. Shares are sold through a distributor; the filings do not say who the buyers are, so we do not describe the shareholder base.

The NAV jump at Capital Appreciation is worth a second look: $11.20 audited on March 31, 2026 to $12.32 on June 30, 2026 is a rise of 10.0% in one quarter (our arithmetic). Real Assets moved from $11.13 to $11.26 (1.2%). Both June figures come from the offer documents, are unaudited, and are the numbers the offers were sized on.

What the October 27, 2026 offers say

Each fund's Schedule TO-I states that it will buy shares "in an amount up to approximately 5.00% of the net assets of the Fund" at NAV on the valuation date, after fees and accrued liabilities. Three details matter to a holder.

• The size is set on old numbers. The $9,812,060 is 5% of June 30 net assets, six months before the December 31 valuation. It is 4.7% larger than the April 2026 Real Assets offer ($9,370,382) and the Capital Appreciation offer is 7.8% larger than April's ($7,510,883), our arithmetic, because net assets grew.
• Withdrawal. A holder can withdraw until the deadline, and again after December 23, 2026 if the fund has not accepted the tender by then (the 40-business-day right). The board may also cancel, amend or postpone for stated reasons, including a "material decrease in the NAV of the Fund."
• Proration. If more than 5% is tendered, the fund takes shares "on a pro rata basis based on the aggregate NAV of tendered Shares." No odd-lot priority is mentioned in the documents we read.

The offers also say the fund "may decide to seek to borrow money" for the purchase and expects to repay it from new subscriptions, and they warn that paying for tendered shares could force the manager to sell holdings earlier than it would like. The Real Assets annual report describes a UMB Bank facility of up to 10% of assets or $15 million for repurchases; the fund did not borrow under it and it was not renewed after March 5, 2026.

The promissory note, and why the new offer does not have one

In the offers from October 2024 through July 2026 the fund gave each accepted holder a promissory note. The Schedule TO-I describes it as non-interest bearing and non-transferable, held for the holder by the administrator, UMB Fund Services. The note entitled the holder to two payments:

1. an Initial Payment of at least 98% of the unaudited value of the shares, "within approximately 65 days after the Notice Due Date";
2. a Post-Audit Payment, the excess if any of the value after the next annual audit over the Initial Payment, paid within five business days after the audit.

The April 2026 results show how it worked. Of the eight Real Assets holders, two tendered only part of their shares and were paid 100% on August 17, 2026; six tendered everything and received at least 98% the same day, with the rest due "at the end of May 2027." The wire was 61 days after the June 17 deadline and 48 days after the June 30 valuation (our arithmetic). The funds' audit year ends March 31, so a holder who sells at a June 30 valuation waits about eleven months for the last 2%.

The reason for a holdback is visible in the numbers. For Real Assets, the unaudited NAV per share at March 31, 2026 in the July offer was $11.06; the audited N-CSR NAV was $11.13, 0.6% higher. At Capital Appreciation the figures were $11.15 and $11.20, 0.4% higher. Worked example (our arithmetic): a $1,428,395 tender, the size of the whole April 2026 Real Assets offer, would have been underpaid by about $9,000 if the unaudited value had been paid as final; a 2% holdback would have been $28,568.

What changed. The July 28, 2026 offers still contain the note. The October 27, 2026 offers do not: the words "promissory," "Initial Payment" and "Post-Audit Payment" are absent, as is the sentence about the fund keeping a segregated account for unpaid notes. They say instead that "The purchase amount will be paid entirely in cash," and the acceptance letter says "A cash payment in this amount will be wire transferred to the account designated by you in your Letter of Transmittal approximately on February 19, 2027." The filings do not explain why. One loose end remains: the same documents still say the fund will review NAV in its audit, expected by the end of May 2027, and "that NAV will be used to determine the final amount paid for tendered Shares." They do not say how a difference found in the audit would be paid. A holder who tenders should ask the administrator, UMB Fund Services, at (877) 997-9971 before December 17, 2026. The wire date is 64 days after the deadline (our arithmetic).

What happened to the earlier offers

Each figure below is from the fund's final Schedule TO-I/A. "Share of stated amount" divides the value tendered by the dollar amount the final amendment gives for the offer, which is a rounded figure (for example $9,400,000 for an offer the original filing sized at $9,370,382), so treat the percentage as approximate.

Three readings, none of them a forecast.

Small crowds. No quarter had more than 13 tendering holders at either fund. The filings do not give the total number of shareholders, so we cannot say what share of holders that is. Measured against net assets, the April 2026 tenders were 0.73% of Real Assets' June 30, 2026 net assets and 0.25% of Capital Appreciation's (our arithmetic).

Oversubscription happens. The Capital Appreciation final amendment for the offer that expired March 17, 2025 says: "This resulted in the Offer being oversubscribed. Due to the oversubscription, 50.65% of the validly tendered Shares were accepted for purchase." Dividing the $7,482,227 accepted by 50.65% gives about $14.8 million tendered (our arithmetic). The June 2025 Capital Appreciation offer was also fully taken up, and the fund accepted a slightly larger amount, about 5.03% of shares outstanding; the SEC rule lets an issuer accept up to two percent of the class more than it offered. The Real Assets offer of March 2025 took in $9,847,505 against the $9,406,642 offered. The annual reports warn: "there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer." Low demand in the last year does not mean the next offer will see the same.

The record is late. Final amendments were filed 87 to 140 days after the offers expired (the Real Assets April 2026 result came on September 16, 2026, 91 days after June 17, the same day the next offer expired). The SEC's tender rule calls for a final amendment "reporting promptly the results of the issuer tender offer." We do not say what counts as prompt; the point is that a reader who waits for the SEC record sees the outcome of an offer three to five months after it ends. The July 2026 offers expired September 16, 2026 and have no result on file as of October 29, 2026; the initial payment under their note terms would fall about 65 days after the deadline, around November 20, 2026 (our arithmetic).

The audited statements: tenders tie, and distributions refill the fund

The tender totals can be checked against the N-CSRs for the year to March 31, 2026. The four Real Assets results valued between June 30, 2025 and March 31, 2026 sum to $6,111,759 (our arithmetic), the exact figure of "Shares redeemed" in the annual report. The four Capital Appreciation results sum to $12,638,624 against $12,638,625 reported. So the SEC tender filings capture the whole redemption flow of both funds.

For the same year Real Assets paid $10,231,993 in distributions ($0.61 a share), of which $7,878,967 (77.0%) was reinvested in new shares; sales of shares were $2,968,000. Capital Appreciation paid $11,429,423 ($0.92 a share), $8,367,521 (73.2%) reinvested, with $2,763,000 of share sales. Reinvestment is automatic unless the holder elects cash, so a large part of each fund's inflow is its own distributions coming back. Capital Appreciation redeemed more ($12.6 million) than it took in from sales and reinvestment ($11.1 million, our arithmetic); Real Assets took in $10.8 million against $6.1 million redeemed.

The tax paragraph in the offer applies to a holder who sells: gain or loss is generally long-term or short-term by holding period, and a loss "may be disallowed under “wash sale” rules" if shares of the fund are bought within 61 days, "such as pursuant to a dividend reinvestment in Shares of the Fund." Our wash-sale explainer for REIT, BDC and interval fund tenders covers the mechanics.

What it costs: 0.69% in the annual report, 3.60% in the fee table

The statements of operations show a 0.50% investment management fee, of which the manager waives 0.33% (not recoverable): $941,213 incurred and $621,201 waived at Real Assets, $741,039 and $489,086 at Capital Appreciation. Expense ratios in the financial highlights are 1.02% and 1.06% before the waiver and 0.69% and 0.73% after, and the report states that they do not reflect the funds' share of the expenses of the funds they invest in.

The prospectus fee table does. In the July 29, 2026 N-2, acquired fund fees and expenses are 3.00% of net assets for Real Assets and 3.94% for Capital Appreciation, giving total annual expenses of 3.93% and 5.16% and, after the waiver, net annual expenses of 3.60% and 4.83%. On $100,000 that is about $3,600 and $4,830 a year (our arithmetic). The Real Assets annual report adds that the underlying managers' management fees "ranged from 0%–2% (with possible performance or high water mark fees ranging from 0% to 20%)." The funds charge no sales load and no early repurchase fee.

What the funds own on June 30, 2026

The N-PORT filings of August 28, 2026 list 43 positions at Real Assets and 29 at Capital Appreciation. The eight largest of each, as a share of net assets:

Real Assets also holds Blackstone Real Estate Income Trust, the non-traded REIT behind our BREIT review, at $5.5 million, 2.79% of net assets. GI Data Infrastructure Fund appears on two lines, 3.31% and 2.80%. At March 31, 2026 the N-CSR classified 57.33% of Real Assets' net assets as partnership interests, which the fund describes as generally illiquid private placements. That is why the funds offer repurchases quarterly rather than daily.

For similar fund-of-funds tender structures see Hamilton Lane Private Assets Fund and AMG Pantheon Fund, and for the rules behind the forms see what a tender offer is and how often funds file them. Other deadlines this quarter are in our Q4 2026 tender deadline list.

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice. If you hold either fund, the filings frame four questions:

• Dates. Tenders are due by 11:59 p.m. Eastern on December 17, 2026 and can be withdrawn until then. The valuation date is December 31, 2026, so you stay a shareholder, and bear market moves, until then.
• How you will be paid. The wire date in the acceptance letter is about February 19, 2027. Earlier offers paid 98% by note and held back the rest for about eleven months; ask the administrator whether any holdback applies this time.
• Your size. A tender of everything was accepted in full in each of the last four offers, but the March 2025 offer at Capital Appreciation was prorated to 50.65%. If your amount is large compared with the offer size (about $9.8 million and $8.1 million), proration is possible.
• The all-in cost. The 0.69% and 0.73% in the annual reports exclude the underlying funds' fees; the fee tables show 3.60% and 4.83%. A comparison with another fund should use the same measure.

FAQ

Compiled from SEC EDGAR on October 29, 2026: the funds' Schedule TO-I and TO-I/A filings from October 24, 2024 to October 27, 2026, the N-CSRs for the year ended March 31, 2026 (filed June 5, 2026), the post-effective N-2 amendments of July 29, 2026, the N-PORTs of August 28, 2026 and Rule 13e-4 as published by Cornell Law School's Legal Information Institute. Percentages marked "our arithmetic" are ours. Stated amounts in the results table are the rounded figures in the final amendments. This is analysis of public documents, not investment, legal or tax advice.