Exhibit g(12)
INVESTMENT MANAGEMENT
AGREEMENT
This INVESTMENT MANAGEMENT
AGREEMENT, dated as of July 29, 2024 (the “Agreement”), is made and entered into by and between VCRRX Subsidiary LLC,
a Delaware limited liability company (the “Fund”), and Versus Capital Advisors LLC, a Delaware limited liability company
(the “Adviser”).
WHEREAS, the Fund
is organized as a wholly-owned subsidiary of Versus Capital Real Assets Fund LLC, a Delaware limited liability company (the “Parent
Fund”), in order to facilitate the implementation of the Parent Fund’s investment program consistent with the Parent
Fund’s investment objective, policies, and restrictions;
WHEREAS, the Parent
Fund is registered with the U.S. 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 Adviser
is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment
Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”);
WHEREAS, the Fund
is operated pursuant to the terms of its Limited Liability Company Agreement dated as of July 24, 2024, as amended from time to time
(the “LLC Agreement”); and
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. |
| Section 2. |
Responsibilities of the Adviser. |
Under the supervision of
the Board of Managers of the Fund (the “Board of Managers”) and pursuant to this Agreement and in accordance with
applicable law, the Adviser shall, during the term and subject to the provisions of this Agreement, furnish continuously an investment
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,
third-party arrangers, 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 of Managers 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 of Managers and pursuant to this Agreement and in accordance
with applicable law, the Adviser shall be responsible for: |
| (i) | the
investment of the assets of the Fund in accordance with the Fund’s LLC Agreement, the
Parent Fund’s prospectus and statement of additional information, each as amended from
time to time (together, the “Parent Fund Prospectus”), and the Parent
Fund’s policies; |
| (ii) | if
deemed appropriate by the Adviser in its discretion and consistent with the Parent Fund Prospectus,
the investment of a portion of the assets of the Fund in privately offered investment funds
(“Private Funds”) that are organized in U.S. and non-U.S. jurisdictions; |
| (iii) | if
deemed appropriate by the Adviser in its discretion, 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,
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 Parent Fund and, to the extent required by applicable law, 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; |
| (iv) | facilitating
the borrowing of money by the Fund to achieve the Fund’s objectives, meet repurchase
requests, and for investment purposes; and |
| (v) | the
use of leverage by the Fund consistent with the Parent Fund Prospectus. |
The Adviser shall have
full and absolute 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 in managing the Fund’s portfolio, the Adviser
will not take any actions with respect to the Fund’s assets that would cause the Parent
Fund to violate any provisions of the Investment Company Act applicable to the Parent Fund
and, provided further, 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 to any applicable SEC exemptive relief,
no-action letters or other guidance, and any applicable provisions of the Internal Revenue
Code of 1986, as amended; and |
| (ii) | the
provisions of the LLC Agreement, as amended and supplemented from time to time. |
| (c) | The
Adviser shall also be responsible for selecting any brokers, dealers and/or third-party arrangers
in the Adviser’s discretion and for negotiating brokerage commissions and fees, dealer
charges and/or other similar transaction costs in connection therewith. |
| (d) | The
Adviser shall have the power, under the supervision of the Board of Managers and in accordance
with applicable law, with full power of delegation to any 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 and/or other third-party arrangers 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; |
| (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 of Managers 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 of the Fund’s net asset value in accordance with the Parent Fund’s
policy as adopted from time to time by the Board of Directors of the Parent Fund (the “Parent
Fund Board”); |
| (ii) | the
maintenance by the Fund’s administrator, custodian and/or transfer 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 of Managers) 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 as required in connection with the Parent
Fund’s preparation of financial statements, shareholder reports, proxy statements and
any other regulatory filings or communications with shareholders; |
| (vi) | the
preparations of such reports relating to the business and affairs of the Fund as may be requested
by the Board of Managers; |
| (vii) | the
provision of reports and recommendations to the Parent Fund Board as the Board of Managers
or the Parent Fund Board may reasonably request or deem appropriate; |
| (viii) | the
review of the calculations of fees paid to the Fund’s service providers; |
| (ix) | the
provision of necessary calculations under Section 18 of the Investment Company Act, including
any such calculations as may be required by the Parent Fund; |
| (x) | the
consultation with the Parent 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; |
| (xi) | the
determination of the amounts available for distribution as dividends and distributions to
be paid by the Fund to its shareholders; |
| (xii) | the
preparation of such information and reports as may be required by any banks from which the
Fund may borrow money; |
| (xiii) | 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; and |
| (xiv) | 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 1.15% of the average daily 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 be responsible for paying directly any Sub-Adviser
a sub-advisory fee, as agreed upon between the Adviser and each Sub-Adviser (a “Sub-Adviser Fee”). The Investment
Management Fee will be paid out of the Fund’s assets and the Sub-Adviser Fee shall be paid by the Adviser. For the purposes of
this Agreement, the net asset value of the Fund shall be determined in the manner set forth in the Parent Fund Prospectus. The Investment
Management Fee is payable in arrears on a quarterly basis. In the event that the Adviser is not acting as such for an entire calendar
quarter, the Investment Management Fee payable by the Fund for the quarter shall be prorated to reflect the portion of the quarter in
which the Adviser is acting as such under this Agreement.
| (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. The Adviser may pay third party selling agents from
its own pocket fees and expenses for distribution and account servicing assistance and such
payments shall not be reimbursable. In addition, the Adviser has the ability to agree not
to impose all or a portion of its Investment Management Fee otherwise payable under this
Agreement and/or pay or reimburse the Fund for other expenses of the Fund not otherwise required
to be paid or reimbursed by the Adviser. |
| (b) | For
the avoidance of doubt, subject to the Parent Fund 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, investment sourcing
fees paid to third-party arrangers, 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, overhead expenses, legal costs, accounting and auditing costs, insurance, taxes, valuation
and monitoring expenses, 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, 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 reasonably incurred in connection
with the Fund’s organization and operations or as may be approved by the Parent Fund’s
Board from time to time. |
Without limiting the
generality or scope of the foregoing, it is understood that the Fund may bear expenses under this paragraph (b) either directly or indirectly
through contracts or arrangements with the Adviser or an affiliated or unaffiliated third party.
| Section 6. | Reports to the Fund. |
| (a) | The
Adviser shall submit, or cause to be submitted, to the Parent 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 Parent Fund Board shall from time to time reasonably require. |
| (b) | The
Adviser agrees to meet with the Parent Fund Board, at such times and such places as are reasonably
requested by the Parent Fund Board and shall maintain such books and records for inspection
by the Parent Fund 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 the LLC Agreement and shall from time to time
furnish the Adviser with copies of any amendments or supplements thereto. |
| (b) | Until
amendments to the LLC Agreement 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 or the LLC Agreement 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’s investments 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, member, or manager 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 Employee Retirement Income Security Act of 1974, as amended, 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. |
| 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 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. |
“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. |
| (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.
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:
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To the Fund: |
VCRRX Subsidiary LLC |
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Denver, CO 80237 |
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Authorized
Person |
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To the Adviser: |
Versus Capital Advisors LLC |
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Denver, CO 80237 |
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Attention: ▇▇▇▇ ▇. ▇▇▇▇, Chief Executive
Officer |
| Section 14. | No Assignment. |
No party to this Agreement
may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations, or liabilities under this Agreement
without the prior written consent of the other party to this Agreement. This Agreement shall terminate automatically in the event of
its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the Investment Company Act).
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 Parent Fund 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 a period of two years from
the date of its execution, and thereafter continue from year to year, but only so long as such continuance is specifically approved at
least annually by (i) the Parent Fund 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 Parent Fund 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). |
| 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.
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.
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date written above.
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VCRRX
SUBSIDIARY LLC |
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By: |
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇
▇▇▇▇▇▇ |
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Title: |
Secretary |
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VERSUS CAPITAL ADVISORS
LLC |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Chief Financial Officer and Chief Operating
Officer |