POS EX

As filed with the Securities and Exchange Commission on October 11, 2022

SECURITIES ACT FILE NO. 333-266297

INVESTMENT COMPANY ACT FILE NO. 811-22534

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   ☒

PRE-EFFECTIVE AMENDMENT NO.               ☐

POST-EFFECTIVE AMENDMENT NO. 1          ☒

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   ☒

AMENDMENT NO. 27  ☒

VERSUS CAPITAL MULTI-MANAGER REAL ESTATE INCOME FUND LLC

(Exact Name of Registrant as Specified in Charter)

5050 S. Syracuse Street, Suite 1100

Denver, Colorado 80237

 (Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (877) 200-1878

William R. Fuhs, Jr.

c/o Versus Capital Advisors LLC

5050 S. Syracuse Street, Suite 1100

Denver, Colorado 80237

(303) 895-3773

(Name and Address of Agent for Service)

COPY TO:

David C. Sullivan, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:  As soon as practicable after the effective date of this Registration Statement.

☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒ Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☐ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box)

☐ when declared effective pursuant to Section 8(c) of the Securities Act

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.

☒ immediately upon filing pursuant to paragraph (b)

☐ on (date) pursuant to paragraph (b)

☐ 60 days after filing pursuant to paragraph (a)

☐ on (date) pursuant to paragraph (a)

If appropriate, check the following box:

☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment registration statement.

☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:.

☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:               .

☐ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:              .

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Check each box that appropriately characterizes the Registrant:

☒ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☐   Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☒ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☐ If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Explanatory Note

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-266297) of Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note, Part C of the Registration Statement, and Exhibits g(1), g(3), g(4) and k(8), filed pursuant to Item 25 of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.  Parts A and B of the Registration Statement are hereby incorporated by reference.

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PART C. OTHER INFORMATION

Item 25. Financial Statements and Exhibits:

1. Financial Statements

Included in Part A: Financial highlights for the fiscal years ended March 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and the fiscal period from July 10, 2012 (Inception) to March 31, 2013.

Included in Part B: Reference is made to the Registrant’s financial statements, accompanying notes and report of the independent registered public accounting firm thereon for the fiscal year ended March 31, 2022 which were included with the Registrant’s Annual Report on Form N-CSR filed with the Commission on June 1, 2022 (File No. 811-22534), which is incorporated by reference into this Post-Effective Amendment in its entirety.

The 2022 Annual Report is also available for download free of charge at https://www.versuscapital.com/investment-funds/vcmix/.

2. Exhibits:

a	Amendment to Certificate of Formation, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
b	Amended and Restated Limited Liability Company Agreement dated November 20, 2020, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-2 (File No. 333-236968) on May 28, 2021.
c	Not applicable.
d	Article III, Sections 3.5 (Actions by Members) and 3.10 (Powers of Members) and Article VII, Section 7.2 (Rights and Liabilities with Respect to Shares) of the Amended and Restated Limited Liability Company Agreement dated November 20, 2020, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-2 (File No. 333-236968) on May 28, 2021.
e	Dividend Reinvestment Plan, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
f	Not applicable.
g(1)	Investment Management Agreement between the Fund and the Adviser – filed herewith.
g(2)	Callan Sub-Advisory Agreement, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 10 to its Registration Statement filed as a 486BPOS filing (File No. 333-172947) on April 6, 2015.
g(3)	Security Capital Research & Management Incorporated Investment Sub-Advisory Agreement between the Adviser and Security Capital Research & Management Incorporated – filed herewith.
g(4)	Principal Real Estate Investors, LLC Investment Sub-Advisory Agreement between the Adviser and Principal Real Estate Investors, LLC – filed herewith.
h	Distribution Agreement by and between the Fund and Foreside Funds Distributors LLC (the “Distribution Agreement”), previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 5 to its Registration Statement filed on Form N-2 (File No. 333-236968) on November 21, 2021.
i	Not applicable.

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j(1)	Custody Agreement, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
j(2)	Foreign Custody Agreement, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
k(1)	Administration and Accounting Services Agreement, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
k(2)	Amendment to Administration and Accounting Services Agreement dated August 9, 2018, previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-266297) on July 22, 2022.
k(3)	Amendment to Administration and Accounting Services Agreement dated February 12, 2019, previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-266297) on July 22, 2022.
k(4)	Transfer Agency and Shareholder Services Agreement, previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 3 to its Registration Statement filed on Form N-2 (File No. 333-172947) on August 29, 2011.
k(5)	Expense Limitation and Reimbursement Agreement, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 10 to its Registration Statement filed as a 486BPOS filing (File No. 333-172947) on April 6, 2015. This contract expired on June 30, 2015, pursuant to its terms.
k(6)	Amended & Restated Indemnity Agreement by and among the Fund and the Adviser, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 18 to its Registration Statement filed as a 486APOS filing (File No. 333-172947) on August 7, 2019.
k(7)	Power of Attorney for Casey R. Frazier, Jeffry A. Jones, Richard J. McCready, Paul E. Sveen and Robert F. Doherty, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 18 to its Registration Statement filed as a 486APOS filing (File No. 333-172947) on August 7, 2019.
k(8)	Power of Attorney of Susan K. Wold – filed herewith.
1	Opinion and Consent of Ropes & Gray LLP, previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-266297) on July 22, 2022.
m	Not applicable.
n	Consent of Independent Registered Public Accounting Firm, previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-266297) on July 22, 2022.
o	Not applicable.
p	Not applicable.
q	Not applicable.
r(1)	Joint Code of Ethics of the Adviser and the Fund, previously filed as an exhibit to the Registrant’s Registration Statement on Form N-2 (File No. 333-266297) on July 22, 2022.
r(2)	Code of Ethics of Callan, previously filed as an exhibit to the Registrant’s Registration Statement filed on Form N-2 (File No. 209345) on February 3, 2016.
r(3)	Code of Ethics of Security Capital Research & Management Incorporation,  previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 5 to its Registration Statement filed on Form N-2 (File No. 333-236968) on November 21, 2021.
r(4)	Code of Ethics of Principal Real Estate Investors, LLC, previously filed as an exhibit to the Registrant’s Post-Effective Amendment No. 5 to its Registration Statement filed on Form N-2 (File No. 333-236968) on November 21, 2021.

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Item 26. Marketing Arrangements:

See the Distribution Agreement, filed as Exhibit h to the Registrant’s Post-Effective Amendment No. 5 to its Registration Statement on November 23, 2021, and incorporated herein by reference.

Item 27. Other Expenses of Issuance and Distribution:

Not applicable

Item 28. Persons Controlled by or Under Common Control:

None

Item 29. Number of Holders of Securities as of September 30, 2022:

Title of Class	Number of Record Holders
Common		17,432

Item 30. Indemnification:

Reference is made to Article III, Section 3.8 of the Registrant’s Amended and Restated Limited Liability Company Agreement, filed herewith and incorporated by reference hereto (the “LLC Agreement”), and Section 7 of the Registrant’s Distribution Agreement, filed as Exhibit h which was previously filed and is incorporated by reference hereto.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, manager, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, manager, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Item 31. Business and Other Connections of Investment Adviser:

A description of certain other business, profession, vocation, or employment of a substantial nature in which an investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, director, officer, employee, partner or trustee, is set forth in the Registrant’s prospectus in Part A herein in the section entitled “Management of the Fund,” regarding the Registrant’s adviser, Versus Capital Advisors LLC (the “Adviser”), a registered adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Further information as to the members and officers of the Adviser is included in the Adviser’s Form ADV as filed with the Commission (File No. 801-72298) and is incorporated herein by reference.

This information with respect to Security Capital Research & Management, Incorporated, the Registrant’s investment sub-adviser and a registered adviser under the Advisers Act, is included in its Form ADV as filed with the Commission (File No. 801-53815), which is incorporated herein by reference.

This information with respect to Principal Real Estate Investors, LLC, the Registrant’s investment sub-adviser and a registered adviser under the Advisers Act, is included in its Form ADV as filed with the Commission (File No. 801-55618), which is incorporated herein by reference.

Item 32. Location of Accounts and Records:

BNY Mellon maintains certain required accounting-related and financial books and records of the Registrant at 4400 Computer Drive, Westborough, MA  01581. All other required books and records are maintained by the Adviser and the Registrant at 5050 S. Syracuse Street, Suite 1100, Denver, Colorado 80237, and the Registrant’s sub-advisers, Principal Real Estate Investors, LLC, 711 High Street, Des Moines, IA 50392, and Security Capital Research & Management Incorporated, 10 South Dearborn Street, Suite 1400, Chicago, Illinois 60603.

Item 33. Management Services:

 Not applicable.

Item 34. Undertakings:

1. Not applicable.

2. Not applicable.

3. The Registrant undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in  the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) that, for the purpose of determining liability under the Securities Act to any purchaser:

(1) if the Registrant is relying on Rule 430B under the Securities Act:

(A) each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) under the Securities Act for the purpose of providing the information required by Section 10 (a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(2) if the Registrant is subject to Rule 430C under the Securities Act: Each prospectus filed pursuant to Rule 424 under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

4. Not applicable.

5. Not applicable.

6. Not applicable.

7. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Prospectus or Statement of Additional Information.

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 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that this Registration Statement meets all of the requirements for effectiveness and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of October, 2022.

 VERSUS CAPITAL MULTI-MANAGER REAL ESTATE INCOME FUND LLC

By:	/s/ Mark D. Quam
Name:	Mark D. Quam
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 11, 2022.

Name:	Title:
/s/ Mark D. Quam
Mark D. Quam	Chief Executive Officer (Principal Executive Officer)
/s/ Casey R. Frazier
Casey R. Frazier*	Director and Chief Investment Officer
/s/ Jeffry A. Jones
Jeffry A. Jones*	Director
/s/ Richard J. McCready
Richard J. McCready*	Director
/s/ Paul E. Sveen
Paul E. Sveen*	Director
/s/ Robert F. Doherty Robert F. Doherty*	Director
/s/ Susan K. Wold
Susan K. Wold*	Director
s/ Brian Petersen
Brian Petersen	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

*By:	/s/ Steve Andersen
	Steve Andersen**
	Chief Compliance Officer and Secretary

 ** Attorney-in-fact pursuant to the powers of attorney that are filed as Exhibit k(5) to the Fund’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-2, Registration Nos. 333-172947 and 811- 22534 (filed August 7, 2019), and as Exhibit k(8) herewith.

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 EXHIBITS INDEX

g(1)	Investment Management Agreement between the Fund and the Adviser
g(3)	Security Capital Research & Management Incorporated Investment Sub-Advisory Agreement between the Adviser and Security Capital Research & Management Incorporated
g(4)	Principal Real Estate Investors, LLC Investment Sub-Advisory Agreement between the Adviser and Principal Real Estate Investors, LLC
k(8)	Power of Attorney for Susan K. Wold

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EX-99.G(1)

Exhibit g(1)

INVESTMENT MANAGEMENT AGREEMENT

This INVESTMENT MANAGEMENT AGREEMENT, dated as of October 11, 2022 (the “Agreement”), is made and entered into by and between Versus Capital Multi-Manager Real Estate Income Fund LLC, a Delaware limited liability company (the “Fund”), and Versus Capital Advisors LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is registered with the Securities and Exchange Commission (the “SEC”) as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”);

WHEREAS, the Fund is authorized to issue its shares (the “Shares”), which are continuously offered and registered under the Securities Act of 1933, as amended (the “1933 Act”), for sale to current or prospective shareholders;

WHEREAS, the Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the Fund is operated pursuant to the terms of a limited liability company agreement dated as of November 20, 2020, as amended from time to time (the “Fund LLC Agreement”);

WHEREAS, pursuant to the Fund LLC Agreement, the board of directors of the Fund (the “Board”) has full power and authority to manage the Fund;

WHEREAS, the Board desires to delegate to the Adviser full discretion and authority over the assets and liabilities of the Fund;

WHEREAS, the Board wishes to delegate other powers to the Adviser in respect of operations of the Fund, in accordance with the provisions of this Agreement;

WHEREAS, the Fund desires to retain the Adviser to render investment advisory, supervisory and administrative and certain other services hereunder with respect to the Fund; and

WHEREAS, the Adviser wishes to assume such authority and provide such services, subject to and in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, in consideration for the mutual promises herein contained, the parties agree as follows:

Section 1. Appointment of the Adviser.

(a) The Fund hereby appoints the Adviser to act as investment manager for the Fund for the period and on the terms set forth in this Agreement.

(b) By executing this Agreement, the Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided.

(c) The Adviser undertakes to give the Fund the benefit of its judgment, efforts and facilities in rendering its services.

(d) The Adviser shall not be an independent contractor or employee of the Fund, and the Adviser shall not have authority to act for, represent, bind or obligate the Fund except as provided herein.

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Section 2. Responsibilities of the Adviser.

Under the supervision of the Board and pursuant to this Agreement and in accordance with the Investment Company Act, the Adviser shall, during the term and subject to the provisions of this Agreement, furnish continuously aninvestment program for the Fund. In this regard, the Adviser shall:

(a) manage the investment and reinvestment of the Fund’s assets;

(b) determine the composition and allocation of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes;

(c) identify, evaluate and negotiate the structure of the investments made by the Fund;

(d) execute, monitor and service the Fund’s investments;

(e) determine the securities and/or other assets that the Fund shall purchase, retain, or sell;

(f) determine what portion, if any, of the Fund’s assets shall remain uninvested;

(g) continuously review, supervise and administer the investment program of the Fund;

(h) select service providers to the Fund, which may include, without limitation, sub-advisers, broker-dealers, custodians, attorneys, accountants, administrators, clearing firms and transfer agents;

(i) manage the assets and liabilities of the Fund;

(j) supervise and arrange the day-to-day operations of the Fund; and

(k) provide the Fund with such other investment advisory, administrative, research and related services as the Fund or the Board may, from time to time, reasonably request or require for the investment of the assets of the Fund.

Section 3. Authority of Adviser.

(a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the Investment Company Act, the Adviser shall be responsible for:

(i). the investment of the assets of the Fund in accordance with the Fund’s prospectus and statement of additional information, as amended from time to time (the “Prospectus”), and the Fund’s policies;

(ii). the investment of a portion of the assets of the Fund, if deemed appropriate by the Adviser and in accordance with the Prospectus, in privately offered investment funds (“Private Funds”) that are organized in U.S. and non-U.S. jurisdictions;

(iii). the delegation to one or more investment sub-advisers (“Sub-Advisers”) of any of the Adviser’s duties under this Agreement, including the management of all or a portion of the assets being managed, if deemed appropriate by the Adviser and subject to the prior approval of a majority of the directors, including a majority of the directors who are not “interested persons” (as defined in the Investment Company Act) of the Fund and, to the extent required by the Investment Company Act, subject to any applicable guidance, exemptive order or interpretation of the SEC or its staff, by the shareholders of the Fund; provided, however, that the Adviser will oversee the provision of delegated services and no delegation will relieve the Adviser of any of its obligations under this Agreement;

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(iv). the borrowing of money to achieve the Fund’s objectives, meet redemption requests, and for investment purposes; and

(v). the use of leverage in accordance with the Prospectus.

The Adviser shall have sole authority to exercise whatever powers the Fund may possess with respect to any of the assets of the Fund, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer.

(b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by:

(i) any provision of applicable law, including but not limited the Investment Company Act, any applicable SEC exemptive relief, no-action letters or other guidance, and the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) relating to regulated investment companies;

(ii) the provisions of the Fund’s LLC Agreement, as amended and supplemented from time to time; and

(iii) the provisions of the Prospectus.

(c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs.

(d) The Adviser shall have the power, under the supervision of the Board and in accordance with the Investment Company Act, with full power of delegation toany one or more permitted Sub-Advisers, to carry out any and all of the purposes of the Fund, in the Fund’s name, place, and stead, and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to:

(i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by the Fund;

(ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;

(iii) direct the formulation and implementation of investment policies and strategies of the Fund;

(iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments) and other investments;

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(v) to enter into, make, execute, deliver, and perform any contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund;

(vi) to act for the Fund in all other matters relating to its investment management duties; and

(vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing.

(e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee, the following administrative services to the Fund:

(i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board;

(ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Fund as required under Rule 31a-1 and Rule 31a-2 under the Investment Company Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Fund;

(iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns;

(iv) the payment of the Fund’s fees and expenses;

(v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders of the Fund required or otherwise to be sent to shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders;

(vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-PORT, Form N-CEN, Form N-CSR, and Form N-PX, and such other reports, forms and filings, as may be required by applicable law;

(vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board;

(viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate;

(ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian, transfer agent, dividend disbursing agent, and other service providers as the Board may reasonably request or deem appropriate;

(x) the review of the calculations of fees paid to the Fund’s service providers;

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(xi) the provision of necessary calculations as required under Section 18 of the Investment Company Act;

(xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of the Fund and monitoring financial and shareholder accounting services;

(xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders;

(xiv) the preparation and arrangement for printing of dividend notices and other communications to shareholders;

(xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan;

(xvi) the preparation of such information and reports as may be required by any banks from which the Fund may borrow money;

(xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Fund;

(xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate;

(xix) the waiver of any minimum investment restrictions relating to initial or subsequent investments or ongoing minimum investment in the Fund, as stipulated in the Prospectus;

(xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; and the supervision of any other aspects of the Fund’s service providers, administrators and/or Sub-Advisers as may be required.

(f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

Section 4. Compensation of the Adviser. For the Adviser’s services hereunder, the Adviser shall be paid an investment management fee (the “Investment Management Fee”), which shall be paid by the Fund at an annual rate of 0.95% of the net asset value of the Fund, which will accrue daily on the basis of the average daily net asset value of the Fund. In addition, the Adviser shall direct the Fund to pay to each Sub-Adviser a sub-advisory fee, as agreed upon between the Adviser and each Sub-Adviser (a“Sub-Adviser Fee”). The Investment Management Fee and the Sub-Adviser Fee will be paid out of the Fund’s assets. For the purposes of this Agreement, the net asset value of the Fund shall be determined in the manner set forth in the Prospectus. The Investment Management Fee is payable in arrears on a quarterly basis. The Adviser may waive some or all of its Investment Management Fee to limit the total operating expenses of the Fund to a specified level. These arrangements will be at the sole discretion of the Adviser and may be terminated at any time.

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Section 5. Expenses.

(a) The Adviser shall bear all ongoing ordinary administrative and operational costs of the Adviser, including employees’ salaries, office rent, travel costs, computer and equipment costs, telephone bills, office supplies, research and data costs, legal costs, accounting costs, filing costs and communication expenses. In addition, the Adviser has the ability to pay and/or reimburse the Fund for other expenses of the Fund not otherwise required to be paid or reimbursed by the Adviser and such waived and reimbursed amounts shall not be repaid by the Fund.

(b) For the avoidance of doubt, subject to the Prospectus and any agreement by the Adviser to limit or otherwise bear such expenses:

(i) the Fund shall pay all investment expenses, including, but not limited to, underwriting compensation, brokerage commissions (if any) and all other costs of executing transactions, interest expense, insurance expense, custodial expense, and the fees and expenses associated with its investments in Private Funds;

(ii) the Fund shall pay all ongoing ordinary administrative, organizational, offering and operational costs and expenses of the Fund, including (but not limited to) the Investment Management Fee, Sub-Adviser Fees, overhead expenses, legal costs, accounting and auditing costs, insurance, taxes, filing, registration and other fees imposed by the SEC, the Financial Industry Regulatory Authority and state regulatory authorities, compensation of the members of the Board who are not directors, officers, or employees of the Adviser or any affiliated person (other than a registered investment company) of the Adviser, compensation of the chief compliance officer of the Fund, and any fees paid to the Fund’s administrator, transfer agent, custodian, escrow holder or any regulatory and compliance administrator in respect of the Fund;

(iii) the Fund shall also directly pay any extraordinary operating expenses of the Fund, including any litigation expenses; and

(iv) the Fund shall bear any additional fees and expenses as may be approved by the Board or shareholders from time to time.

Section 6. Reports to the Fund.

(a) The Adviser shall submit, or cause to be submitted, to the Fund such reports of the assets or liabilities of the Fund and of the market value of the Fund’s assets under its management as the Board shall from time to time reasonably require.

(b) The Adviser agrees to meet with the Board of the Fund, at such times and such places as are reasonably requested by the Board and shall maintain such books and records for inspection by the Board as are required under the Investment Company Act.

Section 7. Provision of Information to Adviser; Adviser’s Knowledge.

(a) The Fund has furnished to the Adviser a copy of its LLC Agreement and its Prospectus and shall from time to time furnish the Adviser with copies of any amendments or supplements thereto.

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(b) Until amendments or supplements to an LLC Agreement or a Prospectus are known to the Adviser, matters therein stated shall not be binding on the Adviser.

(c) The Adviser shall have no obligations to the Fund other than those: (i) expressly set forth in this Agreement, the Fund’s LLC Agreement or the Fund’s Prospectus or (ii) other obligations arising by Law (as defined below).

(i) “Law” means, collectively, all statutes, laws, codes and ordinances and any rules or regulations of, and any order, decree, writ, settlement, stipulation, injunction, award, consent or judgment of any Governmental Authority (in each case, whether foreign or domestic and whether federal, state or local).

(ii) “Governmental Authority” means any government, political subdivision, or governmental or regulatory authority, agency, board, bureau, commission, instrumentality, court, arbitral tribunal or quasi-governmental authority (in each case, whether federal, state, or local and whether U.S. or non-U.S.).

Section 8. Standard of Care.

(a) The Adviser does not guarantee the future performance or any specific level of performance for the Fund, the success of any investment decision or strategy that the Adviser may use, or the success of the Adviser’s overall management of the Fund. The Fund understands that investment decisions made with regard to the Fund by the Adviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Additionally, there may be loss or depreciation of the value of the Fund’s assets because of fluctuation of market values. The Fund understands and acknowledges that the Fund will focus on real estate securities, and, therefore, may expose the Fund to special risks (although the Fund may invest in other securities and investments with separate risks).

(b) Except as required by Law, and in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Adviser, including its principals, employees and affiliates, shall not be liable to the Fund, or to any shareholder, officer or trustee thereof, for any act or omission in the course of, or connected with, rendering services hereunder, or for any error of judgement or mistake of law or for any loss arising out of any investment. The Adviser agrees that nothing in this Agreement is intended to constitute a waiver or limitation of its obligations under ERISA, the Advisers Act, the Investment Company Act, or under federal or state securities laws, including any fiduciary obligations under such laws.

(c) The Adviser and its employees and affiliates will not be responsible for any loss incurred by reason of any act or omission of any broker, dealer or custodian; provided, however, that the Adviser will make reasonable efforts in accordance with industry standards to require that brokers, dealers and custodians satisfactorily perform their obligation with respect to the Fund. The Adviser, in the maintenance of its records and its preparation of Fund reports, does not assume responsibility for the accuracy of information furnished by the Fund’s custodian or any other third-party over which the Adviser does not have control.

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Section 9. Limitation of Adviser’s Obligations and Liability.

(a) The Adviser shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the subject matter of this Agreement, including but not limited to any damage or loss incurred as a result of any determination made, advice given, or other action taken or omitted by the Adviser in good faith with respect to the determination of the value of assets of the Fund under its management or by reason of any act or omission of any bank, broker, dealer, or manager, or any agent, partner, director, officer, or employee of any of them, unless and to the extent such loss arises directly from willful misfeasance, bad faith or gross negligence on the Adviser’s part in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement.

(b) The Adviser has a responsibility under this Agreement to furnish the Fund with advisory services based upon its professional skill, experience, and judgment, and the Adviser makes no representation or warranty:

(i) as to the accomplishment of any particular investment results by the Fund, the Adviser, or any Sub-Adviser or Private Fund; or

(ii) as to the accuracy or completeness of any information supplied by a Private Fund or a Sub-Adviser to the extent such information is regarding any Sub-Adviser or any Private Fund and (i) was provided by such Sub-Adviser or Private Fund or (ii) is derived by the Sub-Adviser from information produced by a Sub-Adviser or Private Fund and, in each instance, is not materially inconsistent with such information.

(c) Nothing contained in this Agreement shall in any way constitute a waiver or limitation of any rights granted to the Fund or its shareholders under the U.S. federal securities laws.

Section 10. Indemnification.

(a) The Fund shall indemnify the Adviser and its Affiliates (as defined below) and their respective partners, members, managers, directors, officers, shareholders, employees, and controlling persons (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Fund, provided that:

(i) the same were not the direct result of willful misfeasance, bad faith or gross negligence on the part of such Indemnified Party in the performance of its duties (if any) under this Agreement or resulted from such Indemnified Party’s reckless disregard of its obligations and duties (if any) under this Agreement; and

(ii) Affiliates of the Adviser shall be entitled to indemnification only for losses incurred by such Affiliates in performing the duties of the Adviser and acting wholly within the scope of the authority of the Adviser.

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(A) “Affiliate” shall mean any person performing services on behalf of the Fund who: (i) directly or indirectly controls, is controlled by, or is under common control with the Adviser; (ii) owns or controls ten percent or more of the outstanding voting securities of the Adviser; (iii) is an officer or director of the Adviser; or (iv) is an officer, director, partner, or trustee of any company for which the Adviser acts in any such capacity.

(b) Notwithstanding the above, the Adviser and its Affiliates shall not be indemnified for any losses, liabilities, or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless:

(i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee;

(ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs; or

(iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.

(c) In any claim for indemnification resulting from U.S. federal or state securities law violations, the party seeking indemnification shall place before the court the position of the SEC or any other applicable regulatory authority with respect to the issue of indemnification for securities law violations.

(d) The Fund shall not incur the cost of any portion of insurance which insures any party against any liability for which the indemnification is herein prohibited.

Section 11. Other Activities of the Adviser.

(a) The Fund recognizes that the Adviser and the officers and Affiliates of the Adviser have investments of their own and are acting or may act as investment manager or general partner for others.

(b) The Fund also recognizes that the Adviser and its officers and Affiliates may be or become associated with other investment entities and engage in investment management for others (collectively, “Other Clients”).

(c) The Fund further recognizes that the Adviser and its Affiliates and their respective principals, partners, directors, officers, members, employees and beneficial owners, from time to time may acquire, possess, manage, hypothecate and dispose of securities or other investment assets, and engage in any other investment transactions for any account over which they exercise discretionary authority, including their own accounts, the accounts of their families, the account of any entity they have a beneficial interest or the accounts of their Other Clients.

(d) Except to the extent necessary to perform its obligations hereunder or in accordance with applicable Law, nothing herein shall be deemed to limit or restrict the right of the Adviser or its officers or Affiliates to engage in, or to devote time and attention to, the management of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual, or association.

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(e) The Fund acknowledges and agrees that the Adviser may give advice or take action with respect to the accounts of Other Clients that differs from the advice given with respect to the Fund.

Section 12. Confidentiality. All investment advice furnished by the Adviser to the Fund shall remain the property of the Adviser, shall be treated as confidential by such Fund, and shall not be used by such Fund or disclosed to third parties except as required in connection with the operation of such Fund or as required by Law or by demand of any regulatory agency or self-regulatory organization.

Section 13. Notice. All notices shall be in writing and shall be deemed to have been duly given if delivered personally or if mailed by registered mail, postage prepaid, to the following respective addresses until a different address is specified in writing by a party to the other party:

To the Fund:	Versus Capital Multi-Manager Real Estate Income Fund LLC
	5050 S. Syracuse Street, Suite 1100
	Denver, Colorado 80237
Attention:	William R. Fuhs, President
To the Adviser:	Versus Capital Advisors LLC
	5050 S. Syracuse Street, Suite 1100
	Denver, Colorado 80237
Attention:	Mark D. Quam, Chief Executive Officer

Section 14. No Assignment. This Agreement shall terminate automatically in the event of its assignment in accordance with Section 15(a)(4) of the Investment Company Act.

Section 15. Term. This Agreement shall become effective as of the date of its execution, providing it has been approved by (i) the vote of a majority of the outstanding voting securities of the Fund (as determined pursuant to Section 2(a)(42) of the  Investment Company Act) and (ii) a majority of the Fund’s directors who are not parties to this Agreement or interested persons of any such party (the “Independent Directors”), cast at a meeting called for the purpose of voting on such approval. This Agreement shall remain in effect for an initial period of up to one year from its effective date, and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board, or by the vote of the outstanding voting securities of the Fund (as determined pursuant to Section 2(a)(42) of the Investment Company Act) and (ii) the vote of a majority of the  Independent Directors, cast at a meeting called for the purpose of voting on such approval, except that the Agreement may be terminated by:

(a) the Fund, at any time, without the payment of any penalty, by (i) the Board or (ii) vote of a majority of the outstanding voting securities of the Fund (as determined pursuant to Section 2(a)(42) of the Investment Company Act), upon not more than 60 days’ written notice to the Adviser, in accordance with Section 15(a)(3) of the Investment Company Act;

(b) the Adviser at any time upon 90 days’ written notice to the Fund; or

(c) the “assignment” of this Agreement by either party (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act).

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Section 16. Certain Definitions. Where the effect of a requirement of the Investment Company Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.

Section 17. Governing Law. This Agreement and all performances hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of choice of law, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act, the Advisers Act, or any rule or order of the SEC thereunder.

Section 18. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall continue in full force and effect and be deemed to be severable so long as they preserve the basic economic terms of the agreement described herein.

Section 19. Survival of Obligations. Provisions of this Agreement that by their terms or by their context are to be performed in whole or in part after termination of this Agreement shall survive termination of this Agreement. Specifically, and without limiting the generality of the foregoing, the obligations set forth in Section 8 and Section 9 and the obligation to settle accounts hereunder shall survive the termination of this Agreement and continue in effect indefinitely.

Section 20. No Third Party Beneficiaries. No person other than the Fund and the Adviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than the Fund  (including without limitation any shareholder in any Fund) any direct, indirect, derivative, or other rights against the Adviser, or (ii) create or give rise to any duty or obligation on the part of the Adviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded. If another fund or funds are added to this Agreement, this provision shall be interpreted to apply to each such fund as it applies to the Fund, in each case on a separate (and neither jointly nor joint and several) basis with respect to the Fund and each such other fund.

Section 21. Entire Agreement; Counterparts. This Agreement sets forth the entire agreement of the parties relating to the subject matter hereof except as otherwise set forth herein. This Agreement may be executed in one or more counterparts, which shall together constitute one and the same document. This Agreement may be executed in written form or using electronic or digital technology, whether it is a computer-generated signature, an electronic copy of the party’s true ink signature, DocuSign, facsimile or otherwise. Delivery of an executed counterpart of the Agreement by facsimile, e-mail transmission via portable document format (.pdf), DocuSign, or other electronic means will be equally as effective and binding as delivery of a manually executed counterpart.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.

VERSUS CAPITAL MULTI-MANAGER REAL ESTATE INCOME FUND LLC
By:	/s/ Casey R. Frazier
	Name:	Casey R. Frazier
	Title:	Director and Chief Investment Officer
VERSUS CAPITAL ADVISORS LLC
By:	/s/ Casey R. Frazier
	Name:	Casey R. Frazier
	Title:	Chief Investment Officer

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EX-99.G(3)

Exhibit g(3)

SECURITY CAPITAL RESEARCH &

MANAGEMENT INCORPORATED

INVESTMENT SUB-ADVISORY AGREEMENT

This Investment Sub-Advisory Agreement (“Agreement”) dated as of October 11, 2022 is entered into by and between Security Capital Research & Management Incorporated (the “Sub-Adviser”) and Versus Capital Advisors LLC (the “Adviser”) and, solely with respect to Section 10 below,  Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”) and sets forth the terms on which the Sub-Adviser will act as sub-adviser of certain assets of the Fund placed with Sub-Adviser from time to time hereunder (the “Account”).

1.            Appointment of the Sub-Adviser.  The Adviser hereby appoints the Sub-Adviser as investment manager with respect to the Account and the Sub-Adviser accepts such appointment and agrees to manage the Account as Adviser’s agent and sub-adviser for the period and on the terms set forth in this Agreement. The Sub-Adviser shall invest the assets in the Account in accordance with the investment objectives and strategy described in the Fund’s prospectus and statement of additional information (the “Prospectus”) and subject to the investment guidelines described in the Investment Guidelines (as defined and described in Section 3 below). The Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities hereunder in compliance with the applicable requirements of the Investment Company Act of 1940, as amended, and all rules and regulations thereunder (the “1940 Act”) and all other federal and state laws applicable to the Sub-Adviser (“Applicable Law Restrictions”).  In addition, the Sub-Adviser shall comply with any applicable procedures (“Fund Procedures”) adopted by the Fund’s Board of Directors (the “Board”) and applicable provisions of the Prospectus and the Fund’s Limited Liability Company Agreement, each as may be amended from time to time; provided that such applicable procedures and provisions have been identified in writing to the Sub-Adviser by the Adviser (the “Fund Governance Restrictions”).  The Investment Guidelines, the Applicable Law Restrictions, and the Fund Governance Restrictions are collectively referred to as the “Investment Requirements”.

2.            Composition of Account; Custody.

(a)  The Account shall consist of such cash and securities as shall be agreed upon by the Adviser and the Sub-Adviser that Adviser from time to time places under the management of the Sub-Adviser and/or which shall become part of the Account as a result of transactions therein or otherwise.

(b)  The Adviser has appointed a duly qualified custodian bank (the “Custodian”) to be the custodian of the cash and securities in the Account, and the Sub-Adviser will execute all investment transactions for settlement with the Custodian. The Adviser will provide the Custodian and the Sub-Adviser with at least two (2) business days’ notice of any contributions to and five (5) business days’ notice of any withdrawals from the Account, as they may occur from time to time. The Adviser shall direct the Custodian to comply with all investment instructions given by the Sub-Adviser with respect to the Account.  The Adviser shall provide the Sub-Adviser with reasonable advance notice of any subsequent changes in the Custodian.

(c)  The Adviser and the Sub-Adviser agree that all dividend and interest income received in respect of the Account will be retained in the Account in accordance with the Fund’s dividend policy.  Whether the income is distributed or reinvested, the Fund shall have full responsibility for the payment of all taxes due on capital or income held or collected for the Account and the filing of any returns in connection therewith or otherwise required by law.

(d)  For the avoidance of doubt, the Sub-Adviser acknowledges and agrees that the various investment management and other services provided for in this Agreement and to be performed by the Sub-Adviser will apply to the Account, and any other portion of the Fund’s assets that the Adviser or the Board shall from time to time designate, which may consist of all or a portion of the Fund’ s assets. Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for aspects of the Fund’s investment program other than the management of the Account in accordance with the Agreement and the Investment Requirements

3.            Investment Guidelines.  The Adviser is responsible for informing the Sub-Adviser, in advance and in writing, of the investment policies, guidelines, objectives, restrictions, conditions, limitations or directions applicable to, as well as any cash needs of, the Account (the “Investment Guidelines”), and the Sub-Adviser shall invest, reinvest and manage the securities and cash in the Account subject to such Investment Guidelines as agreed to and separately executed by the Adviser and Sub-Adviser.  The Adviser may amend the Investment Guidelines, the Prospectus, the Fund Procedures, and the Fund’s Limited Liability Company Agreement from time to time and shall provide written notice of such amendments to the Sub-Adviser.  With respect to the Investment Guidelines, such amendment becomes effective only upon the Sub-Adviser’s receipt of such amendment.  The Adviser shall notify the Sub-Adviser in writing of any amendments to the Fund Governance Restrictions. The Sub-Adviser shall be provided a reasonable time to comply with any amendments to the Investment Guidelines or Fund Governance Restrictions.

4.            Discretionary Authority.

(a)  The Adviser requests the Sub-Adviser to review the assets held in the Account, and, subject to and in accordance with the Investment Requirements, the Sub-Adviser shall have complete discretion and authority, without obtaining the Adviser’s instructions, to make such sales, exchanges, investments or reinvestments or to take any action that it deems necessary or desirable in connection with the assets in the Account, and in connection therewith to execute or cause to be executed any and all required documents.

(b)  The Adviser authorizes the Sub-Adviser, in its discretion and in accordance with its aggregation policy as set forth in its Form ADV, to aggregate purchases and sales of securities for the Account with purchases and sales of securities of the same issuer for other clients of the Sub-Adviser occurring on the same day.  When transactions are so aggregated, the actual prices applicable to the aggregated transaction will be averaged, and the Account and the accounts of other participating clients of the Sub-Adviser will be deemed to have purchased or sold their proportionate share of the securities involved at the average price so obtained.

(c)  Subject to the Investment Requirements, investments may be made in, but are not limited to, securities of any kind including common or preferred stocks, warrants, rights and corporate or government bonds or notes, limited liability legal entities and non-registered pooled funds.

5.            Brokerage and Execution Services.  (a) the Adviser acknowledges that the Sub-Adviser will effect securities and other investment transactions through brokers of its choosing.  To the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Account (including, but not limited to, the identity of the Adviser and market value of the Account), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Account in accordance with the terms of this Agreement.

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(b)  The Sub-Adviser will use the execution services of such broker-dealers as it may select from time to time, which will be entitled to compensation for their services, to effect transactions for the purchase and/or sale of securities and other investments by the Account. In connection with transactions effected for the Account, the Adviser authorizes the Sub-Adviser to establish and trade in accounts in the name of the Account with members of national or regional securities exchanges and the Financial Industry Regulatory Authority, including “omnibus” accounts established for the purpose of combining orders for more than one of the Sub-Adviser’s clients.

(c)  In selecting brokers through which transactions for the Account will be executed, the Sub-Adviser’s primary consideration will be the broker’s ability to provide best execution of trades. In making a decision about best execution (and subject to section 28(e) of the Securities Exchange Act of 1934, as amended), the Sub-Adviser may consider a number of factors including, but not limited to, trade price and commission and quality of research services the broker may provide. The commission rates paid to any broker for execution of transactions will be determined through negotiations with the broker, taking into account industry norms for the size and type of transaction, and the nature of brokerage and research services provided. Such research services may include, but not be limited to, analysis and reports concerning economic factors and trends, industries, specific securities, and portfolio strategies. Research services furnished by brokers will generally be used in connection with all of the Sub-Adviser’s advisory accounts with its clients, although not all such services may be used with any particular account that paid commissions to the brokers providing such services.

6.            Proxies and Legal Proceedings.

(a)  The Sub-Adviser shall vote all proxies with respect to securities held in the Account in accordance with Sub-Adviser’s proxy voting guidelines and procedures in effect from time to time.  Adviser agrees to instruct the Custodian to forward all proxy materials and related shareholder communications to the designee provided by Sub-Adviser promptly upon receipt.  The Sub-Adviser shall not be liable with regard to voting of proxies or other corporate actions if the proxy materials and related communications are not received in a timely manner.  The Sub-Adviser shall provide such information to the Adviser regarding its proxy votes, including the basis for those votes, as the Adviser may reasonably request.

(b) The Adviser acknowledges and agrees that the Sub-Adviser will not be required to advise or take any action on behalf of the Adviser or the Fund, including filing any proof of claim forms, with respect to any bankruptcies, class actions or other legal proceedings involving securities held or formerly held in the Account or the issuers of those securities.

7.            Information and Statements.

(a)  The Sub-Adviser shall timely provide such information and reports as the Board and the Adviser may reasonably request concerning the services provided by the Sub-Adviser and the investment activities of the Fund, including without limitation all material as reasonably may be requested by the Board pursuant to Section 15(c) of the 1940 Act. The Sub-Adviser further agrees to provide the Adviser no less frequently than quarterly, statements setting forth the property in the Account and transactions therein and advices of changes as they are made in the Account in accordance with the Sub-Adviser’s normal procedures.  The Adviser agrees to review promptly all statements and advices.

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(b)  The Sub-Adviser shall maintain such books and records concerning the Account for inspection by the Adviser on behalf of the Fund as are required under the1940 Act. The Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Adviser’s request in compliance with the requirements of Rules 31a-3 and 31a-4 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records.

8.            Delegation to Third Parties.  At its own expense, the Sub-Adviser may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. The Sub-Adviser may provide information about the Account to any such third party for the purpose of providing the services contemplated under this clause.  Third parties receiving confidential information should be made aware that such information is confidential and the Sub-Adviser will be responsible for any breach by its directors, officers, employees, or its agents. The Sub-Adviser will act in good faith in the selection, use and monitoring of other third parties, and any delegation or appointment hereunder shall not relieve the Sub-Adviser of any of its obligations under this Agreement.

9.            Disclosure and Confidentiality.

(a)  Neither the Adviser nor the Fund shall make any representation regarding or reference to the Sub-Adviser or any of the Sub-Adviser’s affiliates in any disclosure document, advertisement, sales literature or other promotional materials without the prior written consent (which may be via e-mail) of the Sub-Adviser.  The requirements of the previous sentence, however, do not apply to required regulatory filings.  It is expressly understood and agreed that any information or recommendation supplied or produced by the Sub-Adviser in connection with this Agreement and/or the performance of its obligations hereunder is to be regarded by the Adviser and the Fund as confidential, for use only by the Adviser and the Fund in connection with the performance of this Agreement, and shall not be disclosed except as required by law or with the written consent of the Sub-Adviser.

(b)  The Sub-Adviser shall not make any representation regarding or reference to the Adviser, the Fund or any of their affiliates in any disclosure document, advertisement, sales literature or other promotional materials without the prior written consent (which may be via e-mail) of the Adviser and/or the Fund.  The requirements of the previous sentence, however, do not apply to required regulatory filings.  It is expressly understood and agreed that any information or recommendation supplied or produced by the Adviser or the Fund in connection with this Agreement and/or the performance of their obligations hereunder is to be regarded by the Sub-Adviser as confidential, for use only by the Sub-Adviser in connection with the performance of this Agreement, and shall not be disclosed except as required by law or with the written consent of the Adviser and/or the Fund.

10.          Fees and Expenses.  For all services provided hereunder, the Adviser shall direct the Fund to pay the Sub-Adviser the fees set forth in Exhibit A attached hereto. Such fees may be changed by written agreement of the parties hereto, subject to applicable law.  It is understood that, in the event such fees are to be paid by the Custodian, the Adviser will provide written authorization to the Custodian to pay such fees directly from the Account.  In addition, it is agreed that all brokerage commissions, taxes, charges and other costs incident to the purchase and sale of securities shall be charged to and paid from the Account.  The Fund shall also be responsible for, and shall reimburse the Sub-Adviser with respect to, any out-of-pocket expenses (including attorneys fees) incurred by any of the Sub-Adviser and all of its employees, representatives, directors, officers, shareholders and affiliates (collectively, the “Sub-Adviser Entities and Persons” )with respect to any third party litigation or required responses to third parties arising out of the Sub-Adviser’s management of the Account, except to the extent that the Sub-Adviser or any of the Sub-Adviser Entities or Persons acted with willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

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11.          Service to Other Clients and Conflicts of Interest.  It is understood that the Sub-Adviser and its affiliates (“JPMorgan Chase”) perform advisory and sub-advisory services for various clients. The Adviser agrees that the Sub-Adviser may give advice and take action with respect to any of its other clients, which may differ from advice given or the timing or nature of action taken with respect to the Account. It is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities among its clients over a period of time on a fair and equitable basis, consistent with the allocation policy set forth in its Form ADV. It is understood that the Sub-Adviser shall not have any obligations to purchase or sell, or to recommend for purchase or sale, for the Account any security which JPMorgan Chase, its principals, affiliates or employees may purchase or sell for its or their own accounts or for the account of any other client, if in the opinion of the Sub-Adviser such transaction or investment appears unsuitable, impractical or undesirable for the Account.  The Adviser acknowledges and agrees that the Sub-Adviser may make different investment decisions with respect to each of its clients, and that such fact shall not be relied upon by the Adviser or any of its agents or representatives as evidence of a breach of the Sub-Adviser’s duties hereunder.

12.          Insider Information.  If, by reason of its investment management activities, the Sub-Adviser obtains material non-public information, the Adviser and Sub-Adviser agree that the Sub-Adviser will not make any investment decisions based upon such information.

13.          Notices.

(a)  With regard to any contributions to, or withdrawals from the Account, notice shall be communicated to the Sub-Adviser both telephonically and via facsimile to the following individuals:

Telephone:	(312) 385-8300
Attention:	Mr. Robert W. Culver (or current relationship manager)
Facsimile:	(312) 385-8326
Attention:	Mr. Robert W. Culver (or current relationship manager)
	Mr. Anthony R. Manno Jr.
	Mr. Michael J. Heller

(b)  All other notices and written communications specified herein shall be deemed duly given if delivered personally, if mailed (by registered or certified mail, return receipt requested and postage prepaid), if sent by overnight courier service for next business day delivery, by facsimile transmission, or by electronic transmittal with return receipt, to the appropriate address for each party as set forth below. Such communications shall be effective immediately (if delivered in person or by confirmed facsimile), upon the date acknowledged to have been received in return receipt, or upon the next business day (if sent by overnight courier service).

Notices shall be sent to the Sub-Adviser at the following address:

Address:	Security Capital Research & Management Incorporated
	10 South Dearborn Street, Suite 1400
	Chicago, Illinois 60603
Facsimile:	(312) 385-8326
Attention:	Mr. Robert W. Culver, Mr. Anthony R. Manno Jr., Mr. Michael J. Heller

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A copy of all legal notices shall also be delivered to the Sub-Adviser at the following address:

Address:	Security Capital Research & Management Incorporated
	1111 Polaris Parkway, Suite 4P, Mail Code OH1-0152
	Columbus, Ohio 43240
Facsimile:	(614) 248-4189
Attention:	JPMorgan Chase Legal Department

Notices shall be sent to the Custodian at the following address:

Address:	301 Bellevue Parkway, 4th Floor
	Wilmington, DE 19809
Facsimile:	(302) 791-1570
Attention:	Richard May

Notices shall be sent to the Adviser or the Fund at the following address:

Address:	Versus Capital Advisors LLC
	5050 S. Syracuse Street, Suite 1100
	Denver, Colorado 80237
Facsimile:	(888) 792-7401
Attention:	Casey Frazier

14.          Discharge of Liability.

(a)  The Sub-Adviser does not guarantee the future performance of the Account or any specific level of performance, the success of any investment decision or strategy that the Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of the Account.  The Adviser understands that investment decisions made for the Account by the Sub-Adviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.  The Sub-Adviser will manage only the securities, cash and other investments held in the Account and in making investment decisions for the Account, the Sub-Adviser will not consider any other securities, cash or other investments owned or managed by the Adviser.

(b)  The Sub-Adviser may consult with legal counsel concerning any question which may arise with reference to its duties under this Agreement, and the Sub-Adviser shall not be deemed imprudent by reason of its taking or refraining from taking any action in good faith and in accordance with the advice of such counsel.

(c)  Notwithstanding the foregoing, no provision of this Agreement shall constitute a waiver or limitation of any right of the Adviser that may exist under U.S. federal or state securities law whose applicability is not permitted to be contractually waived.

 15.         Indemnification.

(a)       The Sub-Adviser shall not be liable to the Fund, the Adviser or to any of their respective members for any loss or damage occasioned by any acts or omissions in the performance of its services as Sub-Adviser, unless such loss or damage is due to the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, or as otherwise required by law.

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(b)       The Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser from and against any expense, loss, liability or damage incurred by the Fund or the Adviser as a result of the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, or as otherwise required by law.

(c)       The Adviser and the Fund shall indemnify and hold harmless the Sub-Adviser and its principals and employees from and against any expense, loss, liability or damage incurred by the Sub-Adviser by reason of being or having been the Sub-Adviser to the Fund; provided, however, that the Sub-Adviser shall not be so indemnified to the extent that such expense, loss, liability or damage shall have been incurred or suffered by the Sub-Adviser by reason of its willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder, or as otherwise required by applicable law.

(d)     The Sub-Adviser shall not be liable for the acts or omissions of the Custodian.

(e)          The Sub-Adviser shall not be liable for the acts or omissions of agents or third parties selected by the Sub-Adviser to perform or assist the Sub-Adviser in performing services in connection with this Agreement provided that the Sub-Adviser was not grossly negligent in selecting or monitoring such persons as appropriate.

16.          Force Majeure.

(a)  Neither party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the offending party.  Such causes may include, but are not restricted to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

(b)  If at any time due to contributions and withdrawals, fluctuations in market prices, abnormal market conditions or any other reason outside the control of the Sub-Adviser, there shall be a deviation from the specific Investment Guidelines described herein, the Sub-Adviser shall not be in breach of the Investment Guidelines so long as it takes such actions over such reasonable period of time as the Sub-Adviser determines are prudent and in the best interests of the Fund to return the investments of the Account to compliance with the Investment Guidelines.

17.          Adviser Representations.  The Adviser represents and warrants to the Sub-Adviser that:  (i) the Adviser has been given full power and authority by the Board to appoint the Sub-Adviser to manage the Account in accordance with the terms of this Agreement; (ii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (iii)  the Adviser acknowledges that it has received, before or at the time of entering into this Agreement, a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (iv) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations.

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18.          Sub-Adviser Representations.  The Sub-Adviser represents and warrants to the Adviser that: (i) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Sub-Adviser is subject, and when so executed and delivered, will be binding upon the Sub-Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Sub-Adviser agrees to provide the Adviser with evidence of such authority as may be reasonably requested by the Adviser); (ii) it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); (iii) in accordance with Rules l0f-3, 12d3-1 and 17a-10 under the 1940 Act and any other applicable law or regulation, the Sub-Adviser shall not consult with: (1) any other sub-adviser to the Fund (or any affiliate of such sub-adviser under common control with such sub-adviser), (2) any sub-adviser to any other portfolio or portion of the Fund (or any affiliate of such sub-adviser under common control with such sub-adviser), or (3) any sub-adviser of another investment company for which the Adviser serves as investment adviser, in each case concerning transactions for the Fund in securities or other assets; provided, however, that nothing in this Section 17(iii) shall prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and/or (b) of Rule 12d3-1 under the 1940 Act; and (iv) the Sub-Adviser shall, as reasonably requested by the Adviser, furnish to the Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Sub-Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Sub-Adviser, and the Adviser shall be entitled to rely upon such information (including the list of names provided by the Sub-Adviser) until it receives written notice of a change in such appointments or designations.

19.          Delivery of Documents.  The Adviser has furnished or shall furnish the Sub-Adviser with copies of each of the following documents, in each case as in effect on the date of this Agreement and as amended from time to time:  (i) The Amended and Restated Limited Liability Company Agreement of the Fund; (ii) the Prospectus and Statement of Additional Information of the Fund; and (iii) all policies and procedures that govern the affairs of the Fund.

20.          Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws provisions) and the provisions hereof shall be binding upon the successors and assigns of the parties. The Adviser consents to the service of process by the mailing to the Adviser of copies thereof by certified mail to the Adviser’s address as it appears on the books and records of the Sub-Adviser, such service to be effective ten (10) days after mailing.  The parties hereby waive trial by jury in any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement.  The Adviser hereby irrevocably waives any immunity to which it might otherwise be entitled in any arbitration, action at law, suit in equity or any other proceedings arising out of or based on this Agreement or any transaction in connection herewith.

21.          Assignment.  This Agreement shall terminate automatically in the event of its assignment, in accordance with Section 15(a)(4) of the 1940 Act.

 22.         Term and Effectiveness.

(a)  This Agreement shall become effective as of the date of its execution, providing it has been approved:  (i) by the vote of a majority of the outstanding voting securities of the Fund pursuant to Section 15(a) of the 1940 Act and a majority of the Fund’s directors who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party (the “Independent Directors”), cast at a meeting called for the purpose of voting on such approval, or (ii) in accordance with exemptive relief received from the Securities and Exchange Commission (the “SEC”) that would permit the Adviser, subject to the approval of the Board, to appoint the Sub-Adviser without first obtaining approval of a majority of the outstanding voting securities of the Fund.

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(b)  The Agreement shall remain in effect for an initial period of up to one year from its effective date, and thereafter shall continue for successive annual periods, provided that such continuance is specifically approved at least annually:  (i) by the Board, or by the vote of the outstanding securities of the Fund (as determined pursuant to Section 2(a)(42) of the 1940 Act), and (ii) by a vote of a majority of the Independent Directors, cast at a meeting called for the purpose of voting on such approval.

23.          Termination and Survival.  This Agreement may be terminated with respect to all or a portion of the cash, securities or other property constituting the Account by either party as to its responsibilities hereunder at any time by giving to the other party written notice at least thirty (30) days prior to the date on which such termination is to become effective.  In addition, the Agreement may be terminated at any time, without the payment of any penalty, by:  (i) vote of the Board; or (ii) vote of a majority of the outstanding voting securities of the Fund (as determined pursuant to Section 2(a)(42) of the 1940 Act), upon not more than sixty (60) days’ written notice to the Sub-Adviser, in accordance with Section 15(a)(3) of the 1940 Act.  Termination of this Agreement shall be without prejudice to the completion of any commitments to purchase or dispose of any securities or other property made by the Sub-Adviser prior to giving or receipt of notice to terminate this Agreement. The provisions relating to the following rights and obligations of the parties shall survive the termination, cancellation, expiration and/or rescission of this Agreement: Discharge of Liability, Indemnification, Applicable Law, and Termination and Survival.

24.          Certain Definitions.  Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.

25.          Counterparts; Severability.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may be executed in written form or using electronic or digital technology, whether it is a computer-generated signature, an electronic copy of the party’s true ink signature, DocuSign, facsimile or otherwise. Delivery of an executed counterpart of the Agreement by facsimile, e-mail transmission via portable document format (.pdf), DocuSign, or other electronic means will be equally as effective and binding as delivery of a manually executed counterpart. In the event that one or more provisions of this Agreement shall be held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain and continue in full force and effect.

26.           Amendment.  This Agreement may be amended by mutual consent of the parties.  Except as provided herein, no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto.  However, the effect of any material change in this Agreement will be to create a new contract that must be approved either:  (i) by the vote of a majority of the outstanding voting securities of the Fund pursuant to Section 15(a) of the 1940 Act, or (ii) in accordance with exemptive relief received from the SEC that would permit the Adviser, subject to the approval of the Board, to appoint the Sub-Adviser without first obtaining approval of a majority of the outstanding voting securities of the Fund.

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27.          No Third-Party Beneficiaries.  The Fund is a third party beneficiary to this Agreement. Aside from the Fund, nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, shareholders of the Fund) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

28.          Customer Identification Program.  To help the government fight the funding of terrorism and money laundering activities, the Sub-Adviser has adopted a Customer Identification Program, (“CIP”) pursuant to which the Sub-Adviser is required to obtain, verify and maintain records of certain information relating to its clients.  The Adviser agrees to provide to the Sub-Adviser such other information and documents that the Sub-Adviser requests in order to comply with the Sub-Adviser’s CIP.

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IN WITNESS WHEREOF, this Agreement has been signed on behalf of the parties on the day and year first above written.

Versus Capital Advisors LLC

By: /s/ Casey R. Frazier

Name:	Casey R. Frazier
Title:	Chief Investment Officer

Security Capital Research & Management Incorporated

By: /s/ Robert W. Culver

Name:	Robert W. Culver
Title:	Managing Director

Acknowledged and agreed, solely with respect to Section 10 hereof:

Versus Capital Multi-Manager Real Estate Income Fund LLC

By: /s/ Casey R. Frazier

Name:  Casey R. Frazier

Title: Director and Chief Investment Officer

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EXHIBIT A

FEE LETTER

Effective as of October 11, 2022

This letter constitutes our agreement with respect to the compensation to be paid to Security Capital Research & Management Incorporated (the “Sub-Advisor”) under the terms of this Investment Sub-Advisory Agreement dated October 11, 2022 between Versus Capital Advisors LLC (the “Adviser”) and the Sub-Adviser, as amended from time to time for services provided (the “Agreement”).  Pursuant to this Fee Letter and in consideration of the services to be provided under the Agreement the Adviser has been authorized to secure the following annual fees, to be paid by Versus Capital Multi-Manager Real Estate Income Fund (the “Fund”) at the discretion of the Adviser, to be calculated and accrued daily and paid quarterly, in arrears, as set forth below.  All fees shall be paid within 30 days of the start of each succeeding calendar quarter.

Sub-Adviser’s annual fee is as follows:

If total assets in the Account are less than $100 million	If total assets in the Account are equal to or greater than $100 million
1.00% on the first $10 million; plus	1.00% on the first $10 million; plus
0.85% on the next $15 million; plus	0.75% on the next $15 million; plus
0.75% on the next $25 million; plus	0.70% on the next $25 million; plus
0.70% on the next $25 million; plus	0.65% on the next $25 million; plus
0.65% on the next $25 million; plus	0.60% on the next $25 million; plus
0.60% on the next $25 million; plus	0.55% on the next $25 million; plus
0.55% thereafter	0.50% on the next $125 million; plus
	0.45% thereafter

The above fee shall be calculated on the basis of the average daily net asset value (as defined in the Fund’s prospectus) of the aggregate assets under management in the Account.

EX-99.G(4)

Exhibit g(4)

PRINCIPAL REAL ESTATE

INVESTORS, LLC

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is entered into as of October 11, 2022 by and between Principal Real Estate Investors, LLC (the “Sub-Adviser”), and Versus Capital Advisors LLC (the “Adviser”), on behalf of Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”).

In consideration of the mutual covenants herein, the Adviser and the Sub-Adviser agree as follows:

1.          Appointment of the Sub-Adviser.  The Adviser hereby appoints, for the period and on the terms set forth in this Agreement, the Sub-Adviser, an investment sub-adviser, to manage certain assets of the Fund (which, together with all investments and reinvestments made and the proceeds and all earnings and profits of and on such moneys, investments and reinvestments, less all withdrawals, are referred to herein as the “Assets”) which from time to time are being held in an account of the Fund established by the Adviser (the “Account”) and maintained by the Fund’s appointed custodian (the “Custodian”).

The Adviser understands and agrees that custody and brokerage executions of Account assets will be maintained with the independent custodian(s) selected by the Adviser and approved by the Board of Directors of the Fund.  The Sub-Adviser will not have custody of any assets in the Account.  The Sub-Adviser shall not be responsible for any acts or omissions of the Custodian.

2.          Investment Management Services.  The Sub-Adviser shall invest the Assets in accordance with the investment objectives and strategy described in the Fund’s prospectus and statement of additional information (the “Prospectus”) and subject to the investment guidelines described in the Investment Guidelines side letter (the “Investment Guidelines”), which may from time to time be amended, supplemented, revised or restated.  The Investment Guidelines shall not be amended without the prior written consent of both parties. The Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities hereunder in compliance with the applicable requirements of the Investment Company Act of 1940, as amended, and all rules and regulations thereunder (the “1940 Act”), all other applicable federal and state laws, any applicable procedures adopted by the Fund’s Board of Directors that have been provided to the Sub-Adviser, and the Fund’s Limited Liability Company Agreement, each as may be amended from time to time (collectively with the Prospectus and the Investment Guidelines, the “Investment Requirements”).   The Sub-Adviser shall give prior notice in writing to the Adviser of any change in the officers of the Sub-Adviser or senior investment advisory personnel responsible for the Account. For the avoidance of doubt, the Sub-Adviser acknowledges and agrees that the various investment management and other services provided for in this Agreement and to be performed by the Sub-Adviser with respect to the Assets will apply to the portion of the Fund’s assets that the Adviser or the Board of Directors of the Fund shall from time to time designate, which may consist of all or a portion of the Fund’s assets. Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for aspects of the Fund’s investment program other than the management of the Assets in accordance with the Agreement and the Investment Requirements.

3.          Authority of the Sub-Adviser.  The Sub-Adviser shall have full discretion and authority, without obtaining the Adviser’s prior approval, to manage the investment and reinvestment of the Assets placed under the authority of the Sub-Adviser consistent with the investment objectives and strategy referred to in Section 2 above and subject to the Investment Requirements.  In furtherance of the foregoing, the Sub-Adviser shall have full discretion to carry out the following with respect to the Assets:

(a)          to invest in, trade, buy, sell, and otherwise acquire, hold, dispose of, and deal in (and to direct the Custodian to do any of the foregoing) the Assets;

(b)          to direct the Custodian to deliver funds or financial instruments for the purpose of settling trades, and to instruct the Custodian to exercise or abstain from exercising any privilege or right attaching to the Assets;

(c)          upon prior written notice to the Adviser, to effectuate the opening of accounts and execution of documents, indemnities and representation letters on the Adviser’s behalf as may in the Sub-Adviser’s judgment be necessary, advisable or incidental to the performance of its obligations under the Agreement (including, without limitation, the Investment Requirements);

(d)        to the extent permitted under the Fund’s Prospectus, to negotiate, enter into and perform any contracts including, but not limited to, International Swaps & Derivatives Association (ISDA) Master Agreements, Master Securities Forward Transaction Agreements, Credit Support Annexes, Master Repurchase Agreements (and any schedules thereto and any other derivatives and securities documentation), and agreements and undertakings in connection with the Account on the Adviser’s behalf as may in the Sub-Adviser’s judgment be necessary, advisable or incidental to the performance of its obligations under the Agreement (including, without limitation, the Investment Guidelines); and

(e)          to do and perform every act necessary and proper to be done in the exercise of the foregoing powers as fully as the Adviser might or could do if personally present.

4.          Fund Information.  The Adviser agrees promptly to furnish to the Sub-Adviser all data and information regarding the Account that the Sub-Adviser may reasonably request to render the investment management services described above.  The Adviser shall be solely responsible for the completeness and accuracy of the data and information furnished to the Sub-Adviser hereunder.

5.          Proxy Voting.          Unless the Adviser gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Fund’s shareholders, timely direct the Custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Fund. The Sub-Adviser shall act in accordance with its written proxy voting policies and procedures and take or cause to be taken all necessary action in accordance therewith.  The Sub-Adviser shall promptly provide the Adviser with its proxy voting policies and procedures and any revisions thereto.

6.          Brokerage.

(a)          The Adviser understands and agrees that, to the extent applicable, the Sub-Adviser’s brokerage practices shall be consistent with the disclosure contained in the Sub-Adviser’s Form ADV Part 2 disclosure document.

(b)          The Sub-Adviser shall select the brokers, dealers, banks and intermediaries to effect transactions for the Account.  The Sub-Adviser shall at all times seek to obtain best execution of all transactions executed for the Account.  The Sub-Adviser may agree to reasonable commissions, fees and other charges on behalf of the Account, taking into account all such factors as the Sub-Adviser deems relevant, including the quality of research and other services made available to the Sub-Adviser (even if such services are not for the exclusive benefit of the Account).  The Adviser understands that the Sub-Adviser may enter into soft-dollar arrangements in line with the safe harbor guidelines contained in Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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7.          Market Value and Fee Statement.  The Assets shall at all times be maintained exclusively in the custody of the Custodian or one or more other financial institutions approved by the Adviser and the Sub-Adviser and consistent with applicable law.  The Sub-Adviser will calculate the Market Value (as defined below) of the Assets in the Account in accordance with the guidelines agreed to with the Adviser.  The Sub-Adviser shall provide the Custodian and the Adviser with the Market Value of the Account as of the last business day of each quarter and an itemized statement setting forth the calculation of the Sub-Advisory Fee (as defined in the Fee Side Letter) due to the Sub-Adviser in respect of such quarter (a “Market Value and Fee Statement”).  The Custodian shall deduct the amounts of the Sub-Advisory Fee set forth in the most recent Market Value and Fee Statement from the Assets and pay such amounts to the Sub-Adviser in accordance with the timeframes set forth in the Fee Side Letter.  The “Market Value” of the Assets or a portion thereof means at any date the assets in the Account, which includes all cash and cash equivalents and accrued interest thereon and the market value of its financial instruments, less all liabilities of the Account as calculated by the Sub-Adviser in accordance with the guidelines agreed to with the Sub-Adviser.

8.          Other Activities.

(a)          The Adviser acknowledges and understands that the Sub-Adviser may engage in an investment advisory business apart from managing the Assets.  This may create conflicts of interest with the Account over the Sub-Adviser’s time devoted to managing the Assets and other accounts and the allocation of investment opportunities among accounts (including the Account) managed by the Sub-Adviser.  The Sub-Adviser shall attempt to resolve all such conflicts in a manner that is generally fair to all of its clients.  The Adviser confirms that the Sub-Adviser may give advice and take action with respect to any of its other clients or accounts that may differ from advice given or the timing or nature of action taken with respect to the Assets; however, it is the Sub-Adviser’s policy, to the extent practicable, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other accounts.  Nothing in this Agreement shall be deemed to obligate the Sub-Adviser to acquire for the Account any financial instrument that the Sub-Adviser or its directors, officers, partners, members or employees may acquire for the account of any other client, if, in the absolute discretion of the Sub-Adviser, it is not practical or desirable to acquire a position in such financial instrument for the Account.

(b)          If the Sub-Adviser determines that it would be appropriate for the Account and one or more other managed accounts to participate in an investment opportunity, the Sub-Adviser will seek to execute orders for the Account and for such other accounts on an equitable basis.  In such situations, the Sub-Adviser may place orders for the Account and each such other account simultaneously, and if all such orders are not filled at the same price, the Sub-Adviser may cause the Account and each such account to pay or receive the average of the prices at which the orders were filled for the Account and all such accounts.  If all such orders cannot be fully executed under prevailing market conditions, the Sub-Adviser may allocate the financial instruments traded among the Account and such other accounts in a manner which it considers equitable, taking into account the size of the order placed for the Account and each such other account as well as any other factors which it deems relevant.

9.          Fees and Expenses.  For its services hereunder, the Adviser shall direct the Fund to pay the Sub-Adviser the Sub-Advisory Fee outlined in Exhibit B hereto.  In addition, the Adviser or Fund, as applicable, shall be responsible for all custodial fees, brokerage commissions, clearing fees, investment expenses, interest and withholding or transfer taxes incurred in connection with trading for the Account as well as all operating expenses of the Account including without limitation all administration fees, the Custodian’s fees, and legal fees and extraordinary expenses.  The Sub-Adviser shall be responsible for all internal operating expenses of the Sub-Adviser.

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10.          Representations by the Sub-Adviser.  The Sub-Adviser represents and warrants to the Adviser as follows:

(a)          The Sub-Adviser is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and will maintain such registration at all times during the term of this Agreement.

(b)          The Sub-Adviser and its principals have all governmental and regulatory approvals and have effected all filings and registrations with governmental and regulatory agencies required to conduct its business and to perform its obligations under this Agreement other than the licenses, approvals, filings or registrations the absence of which would not result in a material adverse effect with respect to its management of the Assets, business, prospects or financial condition.

(c)          The Sub-Adviser has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Sub-Adviser and is the legal, valid and binding agreement of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms.  The Sub-Adviser’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of the Sub-Adviser or any obligations by which the Sub-Adviser is bound, whether arising by contract, operation of law or otherwise.  The Sub-Adviser has complied and will comply in all material respects with all laws, rules, regulations and orders applicable to it and its business and operations.

(d)          There is no pending nor, to the best knowledge of the Sub-Adviser, threatened any  action, suit, proceeding, or investigation before or by any court, governmental, regulatory, self-regulatory or exchange body to which the Sub-Adviser or any of its principals is a party which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the Sub-Adviser or its principals or their ability to perform their obligations under this Agreement. To the extent permitted by law, the Sub-Adviser shall inform the Adviser promptly if the Sub-Adviser or any of its principals become the subject or receives notice of any such investigation, claim or proceeding.

(e)          The Sub-Adviser shall inform the Adviser promptly if any of the preceding representations or warranties of the Sub-Adviser cease to be true in any material respect.

(f)          In accordance with Rules 10f-3, 12d3-1 and 17a-10 under the1940 Act and any other applicable law or regulation, the Sub-Adviser shall not consult with: (1) any other sub-adviser to the Fund (or any affiliate of such sub-adviser under common control with such sub-adviser), (2) any sub-adviser to any other portfolio or portion of the Fund (or any affiliate of such sub-adviser under common control with such sub-adviser), or (3) any sub-adviser of another investment company for which the Adviser serves as investment adviser, in each case concerning transactions for the Fund in securities or other assets; provided, however, that nothing in this Section 9(f) shall prohibit the Sub-Adviser from consulting with any of the other sub-advisers concerning compliance with paragraphs (a) and/or (b) of Rule 12d3-1 under the 1940 Act.

11.          Representations by the Adviser.  The Adviser represents to the Sub-Adviser as follows:

(a)          The Adviser has provided the Sub-Adviser with its physical address and a date and jurisdiction of its organization.  In the event of any change in the applicable status of the Adviser or the Fund, the Adviser will promptly inform the Sub-Adviser thereof.

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(b)          The Adviser has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized by the Adviser and by the Board of Directors of the Fund, and executed and delivered by the Adviser and is the legal, valid and binding agreement of the Adviser, enforceable in accordance with its terms.  The Adviser’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents (if any) of the Adviser or any obligations by which the Adviser is bound, whether arising by contract, operation of law or otherwise.  The Adviser has complied and will comply in all material respects with all laws, rules, regulations and orders applicable to it and its business and operations.

(c)          There is no pending nor, to the best knowledge of the Adviser, threatened action, suit, proceeding, or investigation before or by any court, governmental, regulatory, self- regulatory or exchange body to which the Adviser, the Fund or any of their respective principals is a party which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of the Adviser or the Fund or their ability to perform their respective obligations under this Agreement.  The Adviser shall inform the Sub-Adviser promptly if the Adviser, the Fund or any of their respective principals become subject to or receive notice of any such investigation, claim or proceeding.

(d)          The Adviser represents that it has the authority to appoint the Sub-Adviser to manage (including the power to acquire and dispose of) any of its assets, including the Assets, as contemplated under this Agreement.  The Adviser has authority over all of the Assets, and except as have been or may be disclosed by the Adviser to the Sub-Adviser as contemplated by Section 4 hereof, there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such Assets.

(e)          The Adviser represents that, to its knowledge, the contributions to the Assets were not directly or indirectly derived from activities that may contravene federal, state and international laws and regulations, including anti-money laundering laws.

(f)          To the best knowledge of the Adviser, none of: (i) the Adviser; (ii) any person controlling, controlled by, or under common control with the Adviser; (iii) any person having a beneficial interest in the Adviser; or (iv) any person for whom the Adviser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on the list of prohibited countries, territories, persons and entities maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OF AC”) published on the OF AC website at <http://www.treas.gov/ofac>, or is an individual or entity that resides or has a place of business in a country or territory named on such list.

(g)          The Adviser has adopted procedures designed to elicit information from the persons described in clauses (ii) through (iv) of the preceding paragraph in order to substantiate the statements contained in the foregoing representation.

(h)          The Adviser shall inform the Sub-Adviser promptly if any of the preceding representations or warranties of the Adviser cease to be true in any material respect.

12.          Records and Reports.  The Sub-Adviser shall maintain such books and records concerning the Account for inspection by the Adviser on behalf of the Fund as are required under the 1940 Act.  The Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Adviser’s request in compliance with the requirements of Rules 31a-3 and 31a-4 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records.

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The Sub-Adviser shall timely provide such information and reports as the Fund’s Board of Directors and the Adviser may reasonably request concerning the services provided by the Sub-Adviser and the investment activities of the Fund, including without limitation all material as reasonably may be requested by the Directors of the Fund pursuant to Section 15(c) of the 1940 Act. The Sub-Adviser further agrees to provide the Adviser a quarterly report, in narrative form, that summarizes the status and the performance of the Account during the preceding quarter.

13.          Confidentiality.

(a)          The Sub-Adviser and the Adviser each acknowledge that, during the term of this Agreement, each party shall have access to confidential and proprietary information of the other party, including information regarding investment and trading strategies, investments made and positions held by clients and funds (collectively known as “Confidential Information”).  Such Confidential Information of either party may not be used in any way by the other party for its own private, commercial, or marketing purposes or, directly or indirectly, disclosed to or discussed with any other person or entity, except those directors, officers, employees or agents of each party whose access to Confidential Information is reasonably necessary to enable each party to perform its services as contemplated under this Agreement, as otherwise required by applicable law or provided herein. Unaffiliated, third party agents and individuals receiving Confidential Information should be made aware that such information is confidential and the Sub-Adviser or Adviser as applicable will be responsible for any breach by its directors, officers, employees, or its agents. Other than as explicitly authorized herein, the Adviser shall not use any materials referring to the Sub-Adviser in any manner without the Sub-Adviser’s prior approval.

(b)          Notwithstanding Section 12(a) above, the Adviser and the Sub-Adviser may provide information regarding investment positions held in the Account and the performance of the Account to the Board of Directors of the Fund, the Custodian, auditors, government regulators and other authorized agents of such persons, in the ordinary course of the Fund’s and/or the Sub-Adviser’s business and in compliance with all of the Fund’s requirements as an investment company registered under the  1940 Act, the Securities Act of 1933, as amended, and in compliance with the Exchange Act.  The Adviser and the Sub-Adviser shall also be permitted to disclose confidential information pursuant to a subpoena, court order, statute, law, rule, regulation or other similar requirement; provided, however, that to the extent reasonably practical and permitted by law, the parties agree to provide prompt notice of such disclosure to each other to allow the non-disclosing party to seek (at such non-disclosing party’s expense) an appropriate protective order or other appropriate remedy.

(c)          Notwithstanding Section 12(a), the Adviser and the Sub-Adviser may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) any transaction entered into by the Fund, and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment and tax structure; provided that such tax treatment or tax structure disclosure shall not include the disclosure of the identity of the Fund, the Adviser, the Sub-Adviser or their respective affiliates.

14.          Indemnification.

(a)          The Sub-Adviser shall not be liable to the Fund, the Adviser or to any of their respective members for any loss or damage occasioned by any acts or omissions in the performance of its services as Sub-Adviser, unless such loss or damage is due to the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder,, or as otherwise required by law.

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(b)          The Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser from and against any expense, loss, liability or damage incurred by the Fund or the Adviser as a result of the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, or as otherwise required by law.

(c)          The Adviser and the Fund shall indemnify and hold harmless the Sub-Adviser and its principals and employees from and against any expense, loss, liability or damage incurred by the Sub-Adviser by reason of being or having been the Sub-Adviser to the Fund; provided, however, that the Sub-Adviser shall not be so indemnified to the extent that such expense, loss, liability or damage shall have been incurred or suffered by the Sub-Adviser by reason of its willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder, or as otherwise required by applicable law.

(d)          The Sub-Adviser shall not be liable for the acts or omissions of the Custodian, and other agents or third parties selected by the Sub-Adviser to perform or assist the Sub-Adviser in performing services in connection with this Agreement provided that the Sub--Adviser was not grossly negligent in selecting or monitoring such persons as appropriate.

15.          Withdrawals from Account.

(a)          Prior to the termination of this Agreement, the Adviser shall have the right, at its sole discretion, to withdraw all or a portion of the Assets from the Account.  Typically five days’ notice will be provided to the Sub-Adviser.  Unless and until otherwise provided by the Adviser in any written withdrawal notice, income and other money so arising with respect to the Assets shall form part of the Account.

(b)          Notwithstanding the provisions of sub-paragraph (a) above where a notice of withdrawal in respect of any part of the Assets has been served and:

(i)          the Sub-Adviser has, prior to receipt of such notice, entered into an irrevocable commitment to dispose of such part; or

(ii)          the Sub-Adviser has, prior to such receipt, entered into an irrevocable commitment to make a payment for the acquisition of any asset on behalf of the Account, such that the withdrawal may not be made, and the Sub-Adviser shall be entitled to deal with such part of the Assets to which the notice of withdrawal relates to the extent necessary to fulfill such commitments and will as soon as practicable transfer to or to the order of the Adviser the proceeds of disposal of such part of the Assets and any assets acquired pursuant to or in connection with the fulfillment of such commitment.

16.          Term and Effectiveness.

(a)          This Agreement shall become effective as of the date of its execution, providing it has been approved: (i) by the vote of a majority of the outstanding voting securities of the Fund pursuant to Section 15(a) of the 1940 Act and a majority of  the Fund’s directors who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party (the “Independent Directors”), cast at a meeting called for the purpose of voting on such approval, or (ii) in accordance with exemptive relief received from the Securities and Exchange Commission (the “SEC”) that would permit the Adviser, subject to the approval of the Board of Directors of the Fund, to appoint the Sub-Adviser without first obtaining approval of a majority of the outstanding voting securities of the Fund.

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(b)          The Agreement shall remain in effect for an initial period of up to one year from its effective date, and thereafter shall continue for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the Board of Directors of the Fund, or by the vote of the outstanding securities of the Fund (as determined pursuant to Section 2(a)(42) of the 1940 Act), and (ii) a majority of the Independent Directors, cast  at a meeting called for the purpose of voting on such approval.

17.          Termination.

(a)          This Agreement may be terminated at any time (i) by the Adviser or (ii) by the Sub-Adviser, in each case, upon thirty (30) calendar days written notice to the other party.  In addition, the Agreement may be terminated at any time, without the payment of any penalty, by (i) vote of the Board of Directors of the Fund; or (ii) vote of a majority of the outstanding voting securities of the Fund (as determined pursuant to Section 2(a)(42) of the 1940 Act), upon not more than sixty (60) days’ written notice to the Sub-Adviser, in accordance with Section 15(a)(3) of the 1940 Act.

(b)          Upon termination of this Agreement, the Sub-Adviser shall use its best efforts to liquidate the Assets as soon as practicable after the effective date of termination, unless the Adviser provides written notice to the contrary.

(c)          In the event of the termination of this Agreement, the provisions of Section 8 (relating to the Fund’s fee and expenses payment obligations with respect to period on or before the date of the termination or the liquidation of the Account) and Sections 12, 13 and 14 shall survive.

18.          Modification.  Except as otherwise expressly provided herein, this Agreement shall not be amended nor shall any provision of this Agreement be considered modified or waived unless evidenced by a writing signed by the party to be charged with such amendment, waiver or modification.  The effect of any material change in this Agreement will create a new contract that must be approved either: (i) by the vote of a majority of the outstanding voting securities of the Fund pursuant to Section 15(a) of the 1940 Act, or (ii) in accordance with an exemptive relief received from the SEC that would permit the Adviser, subject to the approval of the Board of Directors of the Fund, to appoint the Sub-Adviser without first obtaining approval of a majority of the outstanding voting securities of the Fund

19.          Entire Agreement; Binding Effect; Assignment.  This Agreement represents the entire agreement between the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective successors.  The Agreement and each party’s rights and obligations hereunder shall not be assignable, transferable or delegable without the written consent of the other party hereto, except that the Sub-Adviser may assign the Agreement to its affiliate.  This Agreement shall terminate automatically in the event of its assignment in accordance with Section 15(a)(4) of the 1940 Act.

20.          Independent Contractor.  The Sub-Adviser is and shall hereafter act as an independent contractor and not as an employee of the Adviser or the Fund, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between the Sub-Adviser and the Adviser or the Fund.

21.          Delivery of Information.  To the extent applicable, the Adviser acknowledges receipt of the Sub-Adviser’s brochure required to be delivered under the Advisers Act (including the information in Part 2 of the Sub-Adviser’s Form ADV).  The Sub-Adviser agrees to deliver annually, without charge, the Sub-Adviser’s brochure required by the Advisers Act.  The Sub-Adviser will also deliver its brochure to the Adviser without charge in the event of a material change therein.

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22.          Consent to Electronic Delivery of Documents.  The Adviser hereby acknowledges and agrees to the Sub-Adviser delivering communications and documents by electronic means rather than traditional mailing of paper copies.  By consenting to the electronic delivery of all information relating to the Account, the Adviser authorizes the Sub-Adviser to deliver all communications by e-mail to the address specified by the Adviser.  The Adviser acknowledges possessing the technical ability and resources to receive electronic delivery of documents.  The Adviser further consents that the Sub-Adviser may provide in any electronic medium (including via e-mail) any disclosure or document that is required by applicable securities laws to be provided by the Sub-Adviser.  The consent granted herein will last until revoked by the Adviser.

23.          Certain Definitions. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.

24.          Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York,without giving effect to conflicts of law provisions therein.

25.          Notices.  All communications under this Agreement, including any instructions with respect to transactions in financial instruments and any notices provided in accordance with this Agreement, must be in writing and shall be deemed duly given and received when delivered personally, when sent by facsimile transmission or e-mail (with electronic receipt), three (3) days after being sent by first class mail, or one (1) business day after being deposited for next-day delivery with Federal Express or another nationally-recognized overnight delivery service, all charges or postage prepaid, properly addressed to the party to receive such notice at that party’s address indicated below that party’s signature on this Agreement, or at any other address that either party may designate by notice to the other.

26.          Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof.

27.          Counterparts.  This Agreement may be signed in any number of counterparts.  Any single counterpart or a set of counterparts signed in either case by the parties hereto shall constitute a full and original agreement for all purposes. This Agreement may be executed in written form or using electronic or digital technology, whether it is a computer-generated signature, an electronic copy of the party’s true ink signature, DocuSign, facsimile or otherwise. Delivery of an executed counterpart of the Agreement by facsimile, e-mail transmission via portable document format (.pdf), DocuSign, or other electronic means will be equally as effective and binding as delivery of a manually executed counterpart.

28.          No Third-Party Beneficiaries.  The Fund is a third party beneficiary to this Agreement. Aside from the Fund, nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, shareholders of the Fund) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

29.          No Waiver of Rights.  Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed a waiver of rights that the Adviser and/or the Sub-Adviser have under applicable state and federal securities laws.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Versus Capital Advisors LLC
By:	/s/ Casey R. Frazier
	Name:  Casey R. Frazier
	Title:  Chief Investment Officer

Address:	5050 S. Syracuse Street, Suite 1100
	Denver, Colorado 80237
Facsimile:	(888) 792-7401
E-mail:

Principal Real Estate Investors, LLC
By:	/s/ Jennifer Dulski
	Name: Jen Dulski
	Title: Counsel
By:	/s/ Corrin Hatala
	Name: Corrin Hatala
	Title: Counsel

Address:
	Principal Real Estate Investors
	Attn:  Michelle Fang
	711 High Street
	Des Moines, IA 50392

E-mail:

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PRINCIPAL REAL ESTATE INVESTORS, LLC

801 Grand Avenue

Des Moines, IA 50392

October 11, 2022

Versus Capital Advisors LLC

5555 DTC Parkway, Suite 550

Greenwood Village, CO 80111

Attention: Casey Frazier

Ladies and Gentlemen:

This letter constitutes the agreement with respect to compensation to be paid to Principal Real Estate Investors, LLC (the “Sub-Adviser”) under the terms of the Investment Sub-Advisory Agreement dated October 11, 2022 between Versus Capital Advisors, LLC (the “Adviser”) and the Sub-Adviser, as amended from time to time for services provided (the “Agreement”). Pursuant to this letter and in consideration for the services provided to the Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”) and outlined under the Agreement, the Adviser agrees to cause the Fund to pay the following annual fee, to be calculated and accrued daily and paid quarterly, in arrears, as set forth below. Capitalized terms shall have the meaning ascribed to them in the Agreement, unless otherwise defined herein.

Effective October 11, 2022, Sub-Adviser’s annual fee for acting as investment sub-adviser is as follows:

0.60% of the entire balance of the Fund’s Assets during any quarter that such Assets are less than $150 million.

0.55% of the entire balance of the Fund’s Assets during any quarter that such Assets are equal to or greater than $150 million but less than $300 million.

0.53% of the entire balance of the Fund’s Assets during any quarter that such Assets are equal to or greater than $300 million but less than $450 million.

0.51% of the entire balance of the Fund’s Assets during any quarter that such Assets are equal to or greater than $450 million but less than $600 million.

0.49% of the entire balance of the Fund’s Assets during any quarter that such Assets are greater than $600 million.

Billing Period and Fee Calculation Methodology

The above fee shall be calculated on the basis of the average daily net asset value (as determined in accordance with the Fund’s prospectus) of the Assets in the Account.  The fees shall be paid within 30 days of the start of each succeeding calendar quarter. If the Sub-Adviser serves for less than a complete calendar quarter, the fees owed to the Sub-Adviser shall be calculated on a pro-rata basis for the period for which the Sub-Adviser has served.

1

* * *Remainder of page is blank; the next page is the signature page* * *

Principal Real Estate Investors, LLC

By: /s/ Jennifer Dulski

Name:	Jen Dulski
Title:	Counsel

By: /s/ Corrin Hatala

Name:	Corrin Hatala
Title:	Counsel

Versus Capital Advisors LLC

By: /s/ Casey R. Frazier

Name:	Casey R. Frazier
Title:	Chief Investment Officer

2

EX-99.K(8)

Exhibit k(8)

POWER OF ATTORNEY

I, the undersigned Director of the following investment companies:

Versus Capital Multi-Manager Real Estate Income Fund LLC

Versus Capital Real Assets Fund LLC

(each individually, a “Fund” and collectively, the “Funds”) hereby constitute and appoint Steve Andersen, Brian Petersen and Jill Varner, and each of them, severally, with full powers of substitution, my true and lawful attorneys and agents to execute in my name, place and stead (in such capacity) any and all amendments to enable each of the Funds to comply with the Securities Act of 1933, as amended (the “Securities Act”) and/or the Investment Company Act of 1940, as amended (the “1940 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with each Fund’s Registration Statements on Form N-2 pursuant to the Securities Act and/or the 1940 Act, together with any and all pre- and post-effective amendments thereto, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned, in the capacity listed below, such Registration Statement and any and all such pre- and post-effective amendments filed with the Securities and Exchange Commission under the Securities Act and/or the 1940 Act, and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that each said attorney-in-fact and agent, or substitute or substitutes therefor, shall lawfully do or cause to be done by virtue hereof.

This power of attorney is effective for all documents filed on or after October 7, 2022.

Signature:	Title:	Date:
/s/ Susan K. Wold
Susan K. Wold	Director	October 7, 2022