Versus Capital Multi-Manager Real Estate Income Fund DEF 14A Definitive proxy

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August 26, 2016

Dear Shareholder,

We are writing to you, as a shareholder of Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”), to ask you to vote on four proposals that, we believe, will benefit the Fund. A special meeting (the “Meeting”) of the shareholders of the Fund will be held on October 4, 2016 at 10:00 AM (MDT), at 5555 DTC Parkway, Suite 330, Greenwood Village, Colorado 80111. Please take time to carefully read the enclosed Proxy Statement and cast your vote by following the instructions on the enclosed proxy ballot. As described in the attached Notice of Special Meeting of Shareholders and Proxy Statement, the purpose of the Meeting is to seek your approval of:

1. a new investment sub-advisory agreement by and among the Fund, Versus Capital Advisors LLC (the “Adviser”) and Principal Real Estate Investors LLC.

2. a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman Real Estate Securities, LLC (“HRES-LLC”).

3. a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities GmbH (“HRES-GmbH”).

4. a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities HK Limited (“HRES-HK”).

The Fund’s Board of Directors (the “Board”) has concluded that these proposals are in the best interest of the Fund and the shareholders of the Fund and unanimously recommends that you vote “FOR” each of the proposals.

Your vote is very important regardless of the number of shares you own. Please read the enclosed Proxy Statement and cast your vote via one of the methods below, whether or not you plan on attending the Meeting. Voting your shares early will avoid costly follow-up mail and telephone solicitations. All votes must be received by October 3, 2016 at 11:59 PM Mountain Time. Voting is quick and easy.

To vote, you may use any of the following methods:

· By Mail. Please complete, date and sign the enclosed proxy card before mailing it in the enclosed postage-paid envelope.Votes by mail must be received by the close of business onOctober 3, 2016 at 5:00 PM (MDT).

· By Internet. Visit the web site www.proxyvote.com, as stated on your proxy card. Enter your 12-digit control number from your proxy card. Follow the simple instructions found on the web site. Votes by internet must be entered by 11:59 PM Mountain Time onOctober 3, 2016.

· By Telephone. Call 1-800-690-6903 toll free. Enter your 12-digit control number from your proxy card. Follow the simple instructions.Votes by telephone must be entered prior to 11:59 PM Mountain Time onOctober 3, 2016.

If you attend the Meeting, you may revoke your proxy and vote your shares in person.

If you have any questions at any time, please call information services at 1-866-329-8417 toll-free between Monday and Friday, 7:00am – 8pm, Mountain time. Thank you in advance for your participation and prompt response.

Sincerely,

Casey Frazier

Chief Investment Officer

Versus Capital Multi-Manager Real Estate Income Fund LLC

Versus Capital Multi-Manager Real Estate Income Fund LLC

Principal Executive Offices

5555 DTC Parkway, Suite 330

Greenwood Village, CO 80111

1-877-343-7916

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held at5555 DTC Parkway, Suite 330

Greenwood Village, CO 80111

On October 4, 2016 at 10:00 AM (MDT)

Dear Shareholders:

The Board of Directors of Versus Capital Multi-Manager Real Estate Income Fund LLC, a continuously offered, non-diversified, closed-end management investment company operating as an interval fund and organized as a Delaware limited liability company (the “Fund”), has called a special meeting (the “Meeting”) of the Fund’s shareholders, to be held at 5555 DTC Parkway, Suite 330, Greenwood Village, CO 80111, onOctober 4, 2016 at 10:00 AM (MDT), for the following purposes:

Proposals	Recommendation of the Board of Directors
1. To approve a new investment sub-advisory agreement by and among the Fund, Versus Capital Advisors LLC (the “Adviser”) and Principal Real Estate Investors LLC.	FOR
2. To approve a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman Real Estate Securities, LLC.	FOR
3. To approve a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities GmbH.	FOR
4. To approve a new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities HK Limited.	FOR

Shareholders of record at the close of business on August 22, 2016 are entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to be Held on October 4, 2016 at 10:00 AM (MDT)

A copy of the Notice of Shareholder Meeting, the Proxy Statement (including the proposed sub-advisory agreements) and Proxy Voting Ballot are available at www.VersusCapital.com.

By Order of the Board of Directors

John Loomis, Secretary

August 26, 2016

YOUR VOTE IS IMPORTANT

To assure your representation at the Meeting, please complete, date and sign the enclosed Proxy Card and return it promptly in the accompanying envelope or you may vote by telephone or via the Internet by following the instructions on the enclosed Proxy Card. Whether or not you plan to attend the meeting in person, please vote your shares; if you attend the meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please call 1- 866-329-8417.

Versus Capital Multi-Manager Real Estate Income Fund LLC

with its Principal Executive Offices at:

5555 DTC Parkway, Suite 330

Greenwood Village, CO 80111

1-877-343-7916

PROXY STATEMENT

____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held On October 4, 2016 at 10:00 AM (MDT)

At5555 DTC Parkway, Suite 330

Greenwood Village, CO 80111

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”), for use at the Special Meeting of Shareholders of the Fund (the “Meeting”) to be held at5555 DTC Parkway, Suite 330, Greenwood Village, CO 80111, on October 4, 2016 at 10:00 AM (MDT), and at any and all adjournment(s) thereof. The Notice of Meeting, the Proxy Statement and accompanying form of proxy will be mailed to shareholders on or about August 26, 2016. The Meeting has been called by the Board for the following purposes:

Proposals

1. A new investment sub-advisory agreement by and among the Fund, Versus Capital Advisors LLC (the “Adviser”) and Principal Real Estate Investors LLC.

2. A new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman Real Estate Securities, LLC.

3. A new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities GmbH.

4. A new investment sub-advisory agreement by and among the Fund, the Adviser and Heitman International Real Estate Securities HK Limited.

Only shareholders of record at the close of business on August 22, 2016 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof.

A copy of the Fund’s most recent semi-annual and annual reports, including financial statements and schedules, are available at no charge by sending a written request to the Fund, c/o BNY Mellon Asset Servicing, 4400 Computer Drive, Westborough, MA 01581 or by calling 1-877-343-7916 or online at: www.VersusCapital.com.

PROPOSALS 1, 2, 3, AND 4

APPROVAL OF THE PRINREI SUB-ADVISORY AGREEMENT

AND THE THREE HEITMAN-RES SUB-ADVISORY AGREEMENTS

Introduction and Background

At the Meeting, shareholders will be asked to approve, separately, each of the New Sub-Advisory Agreements.

The Investment Company Act of 1940, as amended (“1940 Act”), and the rules thereunder require that advisory (and sub-advisory) agreements be approved by the board of directors of a fund, including all of the directors who are not “interested persons” of the Fund (as defined in the 1940 Act) (the “Independent Directors”), as well as a vote of a majority of the outstanding shares of a fund. Therefore, the Fund’s shareholders are being asked to approve each of the proposed New Sub-Advisory Agreements to permit Principal Real Estate Investors LLC (“PrinREI”) and/or Heitman Real Estate Securities, LLC (“HRES-LLC”) and/or Heitman International Real Estate Securities GmbH (“HRES-GmbH”) and/or Heitman International Real Estate Securities HK Limited (“HRES-HK”). HRES-LLC, HRES-GmbH and HRES-HK are three separate entities which operate functionally as one sub-adviser and are wholly owned by Heitman LLC, collectively referred to herein as “Heitman-RES”. Because there are three separate entities, the shareholders are being asked to approve each Heitman-RES agreement separately.

Versus Capital Advisors, LLC (the “Adviser”) has served as the Fund’s investment adviser since the Fund became effective on December 9, 2011. Subject to the supervision and oversight of the Board, the Adviser is responsible for managing the Fund in accordance with the Fund’s investment objectives, strategies and policies. The Fund’s primary investment objective is to seek consistent current income, while the Fund’s secondary objectives are capital preservation and long-term capital appreciation. The Fund attempts to achieve these objectives by allocating its capital among a select group of institutional asset managers with expertise in managing portfolios of real estate and real estate-related securities. This and other important information are described in the Fund’s Prospectus dated February 2, 2016.

The Adviser engaged Callan Associates Inc. (“Callan”), a registered adviser under the Investment Advisers Act of 1940, as amended (the “AdvisersAct”), to provide both ongoing research and opinions of institutional asset managers and their investment funds for consideration by the Adviser on behalf of the Fund as well as recommendations for the selection of certain investment funds and Investment Managers (as defined below) for approval by the Adviser. The sub-advisory agreement with Callan was effective with respect to the Fund as of December 9, 2011 and was approved by the initial shareholder of the Fund on August 26, 2011.

Additionally, the Fund has certain institutional asset managers (the “InvestmentManagers”) to sub-advise a portion of the Fund’s net assets to be invested in domestic and international publicly traded real estate securities, such as common and preferred stock of publicly listed entities that qualify as real estate investment trusts for federal income tax purposes under the Code (REITs) and publicly traded real estate debt securities (cumulatively referred to hereafter as the “Real Estate Securities”). The Fund is currently utilizing two sub-advisers (the “Current Sub-Advisers”).

At meetings of the Board on March 16, 2016 and May 19, 2016, upon the recommendation of the Adviser and Callan and after careful consideration, the Board, including all of the Independent Directors, unanimously approved adding four sub-adviser agreements, PrinREI, HRES-LLC HRES-GmbH and/or HRES-HK. Pursuant to the proposed New Sub-Advisory Agreements, PrinREI and/or Heitman-RES would each become sub-advisers to the Fund and may be responsible for the day-to-day management of a portion of the Fund’s portfolio that is delegated to them by the Adviser, at its sole discretion, which may be a portion of the Fund’s net assets up to a maximum of 50%, collectively across all sub-advisers, to be invested in Real Estate Securities.

Each of PrinREI and the Heitman-RES entities is a registered investment adviser under the Advisers Act. Principal has $69 billion of assets under management (“AUM”). Heitman LLC, of which HRES-LLC, HRES-GmbH and HRES-HK are wholly owned subsidiaries, has $35 billion of AUM as of December 31, 2015. PrinREI and Heitman-RES were each identified by the Adviser and Callan as the best candidate due to its expertise in the public real estate market and willingness to provide a custom investment program for the Fund. The Fund believes, and the Adviser and Callan have recommended, that direct management of a portion of the Fund’s Real Estate Securities portfolio by PrinREI and the three Heitman-RES entities, in addition to the Current Sub-Advisers, will best serve the Fund and its shareholders.

The proposed sub-advisory fees incurred pursuant to each of the New Sub-Advisory Agreements would not raise the total advisory fees payable by the Fund. The fees negotiated pursuant to the New Sub-Advisory Agreements are at or below the fees being paid to the Current Sub-Advisers. Furthermore, the services to be provided by PrinREI and/or Heitman-RES would not change the Fund’s investment objectives, policies or restrictions; shareholders are not being asked to approve any changes to the Fund’s investment objectives, policies or restrictions at this time. See “Evaluation by the Board” below for a discussion of the Board’s considerations in connection with the Board’s approval of the proposed New Sub-Advisory Agreements.

If any of the New Sub-Advisory Agreements are not, or none of the New Sub-Advisory Agreements is, approved, the Board, in consultation with the Adviser, may consider other options, including, without limitation, a new or modified request for shareholder approval of new sub-advisory agreements in the future.

The New Sub-Advisory Agreements

Pursuant to the PrinREI sub-advisory agreement, the Adviser may delegate to PrinREI the responsibility to manage a portion of the Fund’s Real Estate Securities portfolio, which, collectively among all sub-advisers, would not exceed 50% of the Fund’s total net assets. As compensation for the services provided under the PrinREI sub-advisory agreement, PrinREI would be paid a sub-adviser fee directly by the Fund. Pursuant to the three Heitman-RES sub-advisory agreements, the Adviser would delegate to Heitman-RES the responsibility to manage to manage a portion of the Fund’s Real Estate Securities portfolio, which, collectively among all sub-advisers, would not exceed 50% of the Fund’s total net assets. As compensation for the services provided under the three Heitman-RES sub-advisory agreements, Heitman-RES would be paid a sub-adviser fee directly by the Fund. Such fees paid to PrinREI and/or Heitman-RES are based on the portion of the Fund’s assets under management (“AUM”) by the respective sub-adviser and would be less than those fees paid by the Fund to the Current Sub-Advisers under the Current Sub-Advisor Agreements. Accordingly, total fees for the Fund as a percentage of AUM, would not increase as a result of the Fund entering into the New Sub-Advisory Agreements.

The effective dates of each of the New Sub-Advisory Agreements would be the date that Fund assets are first allocated to PrinREI and/or Heitman-RES, respectively, for its management. In accordance with the requirements of the 1940 Act, the terms of each of the New Sub-Advisory Agreements provide that each will continue in force for an initial period of two years, and from year to year thereafter, but only so long as its continuance is approved at least annually by the Board at a meeting called for that purpose or by the vote of a majority of the outstanding shares of the Fund. In accordance with the requirements of the 1940 Act, each of the New Sub-Advisory Agreements automatically terminate upon assignment and also may be terminated at any time, without the payment of a penalty by: (i) the vote of a majority of the Board or the vote of a majority of the outstanding voting securities of the Fund upon not less than 30 days’ written notice to PrinREI or Heitman-RES, as applicable; (ii) the Adviser, upon not less than 30 days’ written notice to PrinREI or Heitman-RES, as applicable; or (iii) PrinREI or Heitman-RES, as applicable, upon not less than 90 days’ written notice to the Adviser and the Fund.

The terms of each of the New Sub-Advisory Agreements provide that PrinREI or Heitman-RES, as applicable, would not be liable to the Adviser or the Fund for any mistake of judgment, except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties in the performance of the duties of PrinREI or Heitman-RES, as applicable, under the respective New Sub-Advisory Agreement.

The PrinREI sub-advisory agreement and the Heitman-RES sub-advisory agreement, which will be signed by the three Heitman-RES entities, are attached as Appendix A andAppendix B, respectively. You should read each of the New Sub-Advisory Agreements carefully. The description appearing in this Proxy Statement of certain terms of the New Sub-Advisory Agreements is only a summary.

Information Concerning PrinREI

If the proposed PrinREI New Sub-Advisory Agreement is approved by the shareholders, the Adviser will be able to utilize the expertise of PrinREI to manage a portion of the Fund’s portfolio of Real Estate Securities. PrinREI is a registered investment adviser under the Advisers Act and has significant resources and expertise managing global real estate securities portfolios. PrinREI wholly owned by and is the dedicated real estate group of Principal Global Investors, LLC, a diversified asset management organization and a member of the Principal Financial Group®. PrinREI has over $69 billion in real estate assets under management as of June 30, 2016. PrinREI is located at 801 Grand Avenue, Des Moines, IA 50392.

The names, titles, addresses, and principal occupations of the principal executive officers of PrinREI are set forth below:

*Name and Address:**	Title:	Principal Occupation:
Patrick G. Halter	Chief Executive Officer	Chief Executive Officer of PrinREI
Jeffrey Hiller	Chief Compliance Officer	Global Chief Compliance Officer of Principal Global Investors
James Patrick McCaughan	Director	President, global asset management, and Chief Executive Officer of Principal Global Investors
Julia Marie Lawler	Director	Senior Executive Director – Multi-Asset Allocation at Principal Financial Group
Karen Pearston	Counsel	Vice President and Associate General Counsel at Principal Financial Group

* Each officer address is in care of PrinREI, 801 Grand Avenue, Des Moines, IA 50392.

Information Concerning Heitman LLC

Heitman LLC, founded in 1966 and headquartered in Chicago, manages approximately $35 billion in assets invested directly and indirectly in real estate in North America, Europe and Asia-Pacific, as of December 31, 2015. Heitman LLC wholly owns HRES-LLC, HRES-GmbH and HRES-HK (collectively “Heitman-RES”). Heitman’s business has consisted of investment management of listed Real Estate Securities since 1989.

Information Concerning HRES-LLC

HRES-LLC, was founded in 1994 and is headquartered in Chicago. As of December 31, 2015 HRES-LLC manages approximately $3.3 billion in assets primarily invested directly and indirectly in listed real estate securities in North America, Europe and Asia-Pacific. HRES-LLC is wholly owned by Heitman LLC and through its predecessor entities has been managing money in listed real estate securities since 1989. Its primary place of business is located at 191 North Wacker Drive, Suite 2500, Chicago, IL 60606. HRES-LLC’s officers and directors are as follows:

HRES-LLC’s principal officers and directors are as follows:

*Name and Address:**	Title:	Principal Occupation:
Maury R. Tognarelli	Manager	Chief Executive Officer of Heitman LLC
Katherine M. Sandstrom	Senior Managing Director and Manager	Senior Managing Director HRES-LLC
Randall G. Ramey	Chief Compliance Officer	Chief Compliance Officer of Heitman-LLC
Lawrence J. Christensen	Chief Financial Officer, Manager, Secretary and Treasurer	Chief Financial Officer of Heitman-LLC
Jerome W. Ehlinger	Managing Director	Managing Director and Lead Portfolio Manager at HRES-LLC, Heitman’s North American Public Securities Advisor

* Each officer address is in care of HRES-LLC, 191 North Wacker Drive, Suite 2500, Chicago, IL 60606.

Information Concerning HRES-GmbH

HRES-GmbH, founded in 2007 and headquartered in Germany, manages approximately $400 million in assets invested directly and indirectly in real estate in Europe, as of December 31,2015. HRES-GmbH is wholly owned by Heitman LLC. HRES-GmbH is located at Maximilianstrausse, 35 A - 80539, Munich, Germany.

HRES-GmbH’s principal officers and directors are as follows:

*Name and Address:**	Title:	Principal Occupation:
Roger E. Smith	Managing Director	EVP of Heitman
Mark Abramson	Managing Director	Managing Director and Lead Portfolio Manager at Heitman’s European Public Real Estate Securities Group
Randall G. Ramey	Chief Compliance Officer	Chief Compliance Officer of Heitman-LLC
Lawrence J. Christensen	Chief Financial Officer	Chief Financial Officer of Heitman-LLC

* Each officer address is in care of HRES-GmbH, Maximilianstrausse, 35 A - 80539, Munich, Germany.

Information Concerning HRES-HK

HRES-HK, founded in 2012 and is headquartered in Hong Kong. As of December 31, 2015, HRES-HK manages approximately $400 million in assets primarily directly and invested directly and indirectly in listed real estate securities Asia-Pacific. HRES-HK is wholly owned by Heitman LLC and is located at 15/F LHT Tower, 31 Queen’s Road, Central, Hong Kong.

HRES-HK’s principal officers and directors are as follows:

*Name and Address:**	Title:	Principal Occupation:
Maury R. Tognarelli	Director	Chief Executive Officer of Heitman-LLC
John R. White	Director	Managing Director and Lead Portfolio Manager in Heitman’s Asia-Pacific Public Real Estate Securities Group
Randall G. Ramey	Chief Compliance Officer and Director	Chief Compliance Officer Heitman-LLC
Lawrence J. Christensen	Chief Financial Officer and Director	Chief Financial Officer of Heitman-LLC
Jerome W. Ehlinger	Director	Managing Director and Lead Portfolio Manager at HRES-LLC, Heitman’s north American Public Securities Advisor

* Each officer address is in care of Heitman LLC, 15/F LHT Tower, 31 Queen’s Road, Central, Hong Kong.

Evaluation by the Board

At a meetings of the Board on March 16, 2016 and May 19, 2016, the Board, including all of the Independent Directors, deliberated whether to approve the New Sub-Advisory Agreements. In determining to approve the New Sub-Advisory Agreements, the Board considered various factors and carefully reviewed certain written materials provided by the Adviser to the Board prior to the meeting. The Board also considered the responses of each of PrinREI and Heitman-RES to a series of questions regarding each of their investment performance, quality of services, fees and expense information and estimates of profitability from managing the Fund (the “15(c) Responses”). The following summarizes the Board’s review process and the information on which the Board’s conclusions were based:

Nature, Extent and Quality of Services. The Board reviewed the written materials provided by the Adviser and the 15(c) Responses, which provided an overview of the services provided by each of PrinREI and Heitman-RES, as well as information on their personnel and compliance andlitigation records. The Board reviewed the Form ADVs for each of PrinREI and Heitman-RES, the experience of professional personnel that would perform services for the Fund, descriptions of the manner in which investment decisions are made by each of PrinREI and Heitman-RES, descriptions of the investment advisory services to be provided by PrinREI and Heitman-RES, and certifications from each of PrinREI and Heitman-RES certifying that they have each adopted codes of ethics containing provisions reasonably necessary to prevent “Access Persons,” as such term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b) and that PrinREI and Heitman-RES have each adopted procedures reasonably necessary to prevent such Access Persons from violating their respective codes of ethics.

The Board considered that each of PrinREI and Heitman-RES are being recommended by the Adviser and Callan to assist the Adviser in selecting investments for the portion of the Fund’s Real Estate Securities portfolio. The Board considered that each of PrinREI and Heitman-RES and each of their affiliates have an extensive track record providing real estate investment and advisory services to various pooled investment vehicles, including private funds, registered investment companies and other collective investment funds, and direct advisory services to various clients, with over $69 billion and $35 billion, respectively, in assets under management as of December 31, 2015. The Board considered the relative sophistication of and techniques employed by each of PrinREI and Heitman-RES in designing and executing their investment strategies for their other clients and the degree their strategy would be customizable to the Fund. The Board was informed that the compliance policies and procedures for each of PrinREI and Heitman-RES were adequately designed to prevent violations of securities laws. The Board then concluded that each of PrinREI and Heitman-RES have sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the respective New Sub-Advisory Agreements.

Performance. The Board considered that PrinREI and Heitman-RES would each provide investment advice to a limited portion of the Fund’s Real Estate Securities portfolio. The Board noted that the Fund may receive investment advice from PrinREI and Heitman-RES that may not correlate to investment advice rendered for any other account or portfolio managed by PrinREI and Heitman-RES. The Board considered the performance returns of composites of global real-estate accounts for each of PrinREI and Heitman-RES’s benchmark indices and found those returns to be in the range of the index returns. The Board concluded that the overall performance of each of PrinREI and Heitman-RES was satisfactory and that the Fund’s relationship with PrinREI and Heitman-RES could reasonably be expected to benefit shareholders.

Fees and Expenses. The Board then discussed the fees to be paid to each of PrinREI and Heitman-RES. The Board noted PrinREI’s fees are 0.60% of the entire balance of the Fund's assets managed by the Sub-Adviser under the Agreement during any period that such assets are less than $150 million and 0.55% of the entire balance of the Fund's assets managed by the Sub-Adviser under the Agreement during any period that such assets equal or exceed $150 million. The Board further noted that no other costs and expenses would be assessed to the Fund by PrinREI. The Board concluded that based on the experience, expertise, and services to be provided to the Fund, that the fees to be charged by PrinREI to the Fund would be reasonable and in the best interests of the Fund and its shareholders.

The Board noted Heitman-RES’s were based on cumulative AUM for all three entities HRES-LLC, HRES-GmbH, and HRES-HK. Heitman-RES fees will be 0.65% of the first $75 Million of AUM, 0.60% of the next $125 Million of AUM, 0.55% of the next $300 Million of AUM,and 0.50% of AUM exceeding $500 Million. The Board further noted that no other costs and expenses would be realized by Heitman-RES. The Board concluded that based on the experience, expertise, and services to be provided to the Fund, that the fees to be charged by Heitman-RES to the Fund would be reasonable and in the best interests of the Fund and its shareholders.

The Board noted that the Fund may allocate a portion of its assets to either the existing sub-advisors or the new sub-advisers. Since the fees charged by the new sub-advisers are at or below the existing sub-advisers, the Fund would not incur management fees in excess of what it can currently be charged. The Board further noted the Adviser could negotiate lower fees, but that the Fund would not be charged fees in excess of those listed above without shareholder approval.

Economies of Scale. The Board considered whether each of PrinREI and the Heitman-RES entities have realized economies of scale with respect to the management of the Fund’s assets and whether each of the New Sub-Advisory Agreements permits for potential realization of any further economies of scale. The Board noted that each of PrinREI and Heitman-RES have agreed to breakpoints in their sub-advisory fees above certain asset levels and concluded that such breakpoints appeared reasonable.

Conclusion. The Board, having requested and received such information from each of PrinREI and Heitman-RES as the Board believed to be reasonably necessary to evaluate the terms of each of the New Sub-Advisory Agreements, and as assisted by the advice of counsel, concluded that approval of each of the New Sub-Advisory Agreements was in the best interests of the Fund and its shareholders. The Board noted that in considering each of the New Sub-Advisory Agreements, it did not identify any one factor as all important, but rather considered various factors (as described above) collectively in light of surrounding circumstances, and acknowledged that each director may have afforded a different weight to different factors.

Accordingly, the Board, including all of the Independent Directors, unanimously recommends that shareholders of the Fund vote “FOR” approval of the PrinREI Sub-Advisory Agreement and “FOR” approval of the Heitman-RES Sub-Advisory Agreement.

OTHER INFORMATION

OPERATION OF THE FUND

The Fund is a continuously offered, non-diversified, closed-end management investment company that is operated as an interval fund. The Fund was organized as a Delaware limited liability company on March 10, 2011. The Fund’s principal executive offices are located at 5555 DTC Parkway, Suite 330, Denver, CO 80111, and its telephone number is 1-303-895-3773. The Board supervises the business activities of the Fund. Like other closed-end management investment funds, the Fund retains various organizations to perform specialized services. The Fund currently retains the Adviser as the Fund’s investment adviser, located at 5555 DTC Parkway, Greenwood Village, CO 80111. The Fund currently retains the follow sub-advisers: Callan, located at 600 Montgomery Street, Suite 800, San Francisco, CA 94111; Security Capital Research & Management Inc., located at 10 South Dearborn Street, Suite 1400, Chicago, IL 60603; and Forum Securities Limited, located at 1700 East Putnam Avenue, Suite 205, Old Greenwich, CT 06870. BNY Mellon Asset Servicing, located at 4400 Computer Drive, Westborough, MA 01581, provides the Fund with transfer agent, accounting and administrative services. The Fund’s principal underwriter is Foreside FundsDistributors LLC and is located at 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312.

THE PROXY

The Board solicits proxies so that each shareholder has the opportunity to vote on the proposals to be considered at the Meeting. A proxy for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meeting as specified. If no specification is made, the shares represented by a duly executed proxy for the Fund will be voted for approval of the proposed New Sub-Advisory Agreements, as well as, at the discretion of the holders of the proxy, on any other matter that may come before the Meeting that the Fund did not have notice of a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (i) submitting a duly executed proxy bearing a later date, (ii) submitting a written notice to the President of the Fund revoking the proxy or (iii) attending and voting in person at the Meeting.

VOTING SECURITIES AND VOTING

As of the Record Date, there were 34,093,783 shares (comprising 536,929 Class F Shares and 33,556,854 Class I Shares) of beneficial interest of the Fund issued and outstanding.

All shareholders of record of the Fund on the Record Date are entitled to vote at the Meeting on Proposal 1, Proposal 2, Proposal 3 and Proposal 4. Each shareholder is entitled to one (1) vote per share (whether Class F Share or Class I Share) held, and fractional votes for fractional shares thereby held, on any matter with respect to the Fund submitted to a vote at the Meeting.

Approval of Proposal 1

An affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for the approval of the proposed PrinREI Sub-Advisory Agreement. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Fund means the lessor of (1) 67% or more of the voting shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal. As a result, with respect to approval of the proposed PrinREI Sub-Advisory Agreement, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

Approval of Proposal 2

An affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for the approval of the proposed Heitman Real Estate Securities, LLC (“HRES-LLC”) Sub-Advisory Agreements. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Fund means the lessor of (1) 67% or more of the voting shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund arepresent in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal. As a result, with respect to approval of the proposed HRES-LLC Sub-Advisory Agreement, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

Approval of Proposal 3

An affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for the approval of the proposed Heitman International Real Estate Securities GmbH (“HRES-GmbH”). Sub-Advisory Agreements. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Fund means the lessor of (1) 67% or more of the voting shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal. As a result, with respect to approval of the proposed HRES-GmbH Sub-Advisory Agreement, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

Approval of Proposal 4

An affirmative vote of the holders of a majority of the outstanding shares of the Fund is required for the approval of the proposed Heitman International Real Estate Securities HK Limited (“HRES-HK”). Sub-Advisory Agreements. As defined in the 1940 Act, a vote of the holders of a majority of the outstanding shares of the Fund means the lessor of (1) 67% or more of the voting shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund.

Broker non-votes and abstentions will be considered present for purposes of determining the existence of a quorum and the number of shares of the Fund represented at the Meeting, but they are not affirmative votes for any proposal. As a result, with respect to approval of the proposed HRES-HK Sub-Advisory Agreement, non-votes and abstentions will have the same effect as a vote against the proposal because the required vote is a percentage of the shares present or outstanding.

Other Voting Information

If (i) a quorum is not present at the Meeting, or (ii) a quorum is present but sufficient votes in favor of a proposal have not been obtained, then the Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the Meeting, whether or not a quorum is present, to permit further solicitation of proxies. The persons named as proxies may propose adjournment of the Meeting for any reason in their discretion. Any adjourned Meeting may be held, within a reasonable time after the date set for the original Meeting, without the necessity of further noticeunless a new record date of the adjourned Meeting is fixed. The persons named as proxies will vote those proxies that such persons are required to vote “FOR” the proposal, as well as proxies for which no vote has been directed, in favor of such an adjournment and will vote those proxies required to be voted “AGAINST” such proposal against such adjournment. In determining whether to vote for adjournment, the persons named as proxies shall consider all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, in determining that an adjournment and additional solicitation is reasonable and in the interests of shareholders. At any adjourned Meeting, the Fund may transact any business which might have been transacted at the original Meeting.

SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS

As of the Record Date, the following shareholders of record owned 5% or more of any outstanding class of shares of the Fund are listed in the following table:

Name and Address

Status of Holding

Number of Shares of

Each Class Owned

Percentage Class Owned

Class F Shares

[Beneficial/Record]

536,929

1.6%

Class I Shares

[Beneficial/Record]

33,556,854

98.4%

Shareholders owning more than 25% of the shares of the Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling the Fund can determine the outcome of any proposal submitted to the shareholders for approval. As of the Record Date, the Fund is not aware of any shareholder owning more than 25% of the shares of the Fund. As a group, the directors and officers of the Fund owned less than 1% of the outstanding shares of the Fund as of the Record Date.

SHAREHOLDER PROPOSALS

The Fund has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the U.S. Securities & Exchange Commission, shareholder proposals may, under certain conditions, be included in the Fund’s Proxy Statement and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Fund’s proxy materials must be received by the Fund within a reasonable time before the solicitation is made. The fact that the Fund receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating to such inclusion. You should be aware that annual meetings of shareholders are not required so long so there is no particular requirement under the 1940 Act, which must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Versus Capital Multi-Manager Real Estate Income Fund LLC, 5555 DTC Parkway, Suite 330, Greenwood Village, CO 80111.

COST OF SOLICITATION

The Board is making this solicitation of proxies. The Fund has engaged Broadridge Financial Solutions, Inc., a proxy solicitation firm (the “Proxy Solicitor”), to assist in the solicitation by providing mailing, vote tabulation, a proxy website and other proxy related services. The estimated fees anticipated to be paid to the Proxy Solicitor for such services are approximately $25,000. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting and proxy and any additional materials relating to the Meeting and the cost of soliciting proxies will be borne by the Fund. The Fund will request that banks, broker/dealer firms, custodians, nominees and fiduciaries forward proxy materials to the beneficial owners of the shares of record of whom they have knowledge. Banks, broker/dealer firms, custodians, nominees and fiduciaries may be reimbursed for their reasonable expenses incurred in connection with such proxy solicitation. Certain officers, employees and agents of the Fund, and the Adviser and Callan, may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation.

OTHER MATTERS

The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the Meeting that the Fund did not have notice of a reasonable time prior to the mailing of this Proxy Statement, the holders of the proxy will vote the shares represented by the proxy on such matters in accordance with their best judgment, and discretionary authority to do so is included in the proxy.

PROXY DELIVERY

If you and another shareholder share the same address, the Fund may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Fund if you wish to receive a separate copy of the Proxy Statement and the Fund will promptly mail a copy to you. You may also call or write to the Fund if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call the Fund at 1-303-895-3773 or write the Fund at 5555 DTC Parkway, Suite 330, Greenwood Village, CO 80111.

Important Notice Regarding the Availability of Proxy materials

for the Shareholder Meeting to be Held on October 4, 2016 at 10:00 AM (MDT)

A copy of the Notice of Shareholder Meeting, the Proxy Statement (including copies of each of the proposed New Sub-Advisory Agreements), and Proxy Card are available at [www.versuscapital.com].

BY ORDER OF THE BOARD OF DIRECTORS

John Loomis, Secretary

Dated August 26, 2016

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. YOU ALSO MAY VOTE BY TELEPHONE OR VIA THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

APPENDIX A

PROPOSED PRINREI SUB-ADVISORY AGREEMENT

PRINCIPALREALESTATE INVESTORS,LLC

INVESTMENTSUB-ADVISORYAGREEMENT

THISINVESTMENTSUB-ADVISORYAGREEMENT(the“Agreement”)isenteredintoasof_[___________________],2016byandbetweenPrincipalRealEstateInvestors,C,(the“Sub-Adviser”),andVersusCapitalAdvisorsLLC(the“Adviser”),effectiveasofthe date the Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund”) first furnishesfundstobemanagedbytheSub-Adviser(the“EffectiveDate”). Inconsiderationof themutual covenants herein, the Adviser and the Sub-Adviser agreeas follows:

1. AppointmentoftheSub-Adviser. TheAdviserherebyappoints,fortheperiodandonthetermssetforthinthisAgreement,theSub-Adviser,aninvestmentsub-adviser,tomanagecertainassetsof theFund(which,togetherwith allinvestmentsandreinvestmentsmadeandthe proceedsandallearnings andprofitsofandonsuchmoneys,investments and reinvestments, less allwithdrawals,arereferredtohereinasthe“Assets”)whichfromtimetotimearebeingheldinanaccountoftheFundestablishedbytheAdviser(the“Account”)andmaintainedbyTheBankof NewYorkMellon, aNewYorkcorporationestablishedtodobankingbusiness,oranyother independentcustodianappointedinaccordancewiththetermshereof(the“Custodian”).

TheAdviserunderstandsandagreesthatcustodyandbrokerageexecutionsofAccountassetswillbemaintainedwiththeindependentcustodian(s)selectedbytheAdviserandapprovedbytheBoardofDirectorsoftheFund. TheSub-Adviserwillnothavecustodyofany assetsintheAccount. TheSub-AdvisershallnotberesponsibleforanyactsoromissionsoftheCustodian.

2. InvestmentManagementServices.TheSub-AdvisershallinvesttheAssetsin accordance with the investmentobjectivesandstrategyand subject totheinvestmentguidelines describedintheInvestmentGuidelinesSideletterintheform attachedheretoasExhibitA,(the “InvestmentGuidelines”)whichmayfrom timetotimebeamended,supplemented,revisedor restated. TheInvestmentGuidelinesshallnotbeamendedwithoutthepriorwrittenconsentof bothparties. TheSub-AdvisershallgivepromptnoticeinwritingtotheAdviserofanychange in the seniormanagement or senior investment advisory personnel responsible for the Account.

3. Authorityofthe Sub-Adviser.TheSub-Advisershallhavefulldiscretionand authority, withoutobtainingthe Adviser’spriorapproval, tomanagetheinvestmentand reinvestmentof theAssetsplacedundertheauthorityof theSub-Adviserconsistentwith the investmentobjectivesandstrategy referred toinSection2 aboveandsubjecttotheInvestment Guidelines. Infurtheranceoftheforegoing,theSub-Advisershallhavefulldiscretiontocarry out the following with respect to the Assets:

(a) toinvestin,trade,buy,sell,andotherwiseacquire,hold,disposeof,and deal in(and todirectthe Custodian todoanyoftheforegoing)thesecuritiesdescribedinExhibit A;

(b) todirecttheCustodiantodeliverfundsorfinancialinstrumentsforthe purposeofsettlingtrades intheCustodian’scustody,andtoinstructthe Custodian to exerciseor abstain from exercising any privilege or right attaching to suchassets; and

(c) to do and performevery act necessary and proper to be done in the exercise of the foregoing powers as fully as theAdvisermight or could do if personally present.

4. FundInformation. TheAdviseragreespromptlytofurnishtotheSub-Adviser alldataand informationregardingtheAccountthattheSub-Advisermayreasonablyrequestto rendertheinvestmentmanagementservicesdescribedabove. TheAdvisershallbesolely responsiblefor thecompletenessandaccuracy ofthedataandinformationfurnishedto theSub- Adviser hereunder.

5. Brokerage.

a) TheAdviserunderstandsandagrees that,totheextent applicable, theSub-Adviser’sbrokeragepracticesshallbeconsistentwiththedisclosurecontained intheSub- Adviser’sFormADVPart 2 disclosure document.

b) TheSub-Advisershallselectthebrokers,dealers,banksandintermediaries toeffecttransactionsfortheAccount. TheSub-Advisershallatalltimesseektoobtainbest executionofalltransactionsexecutedfortheAccount. TheSub-Advisermayagreetoreasonable commissions,feesandotherchargesonbehalfoftheAccount,takingintoaccountallsuchfactorsastheSub-Adviserdeemsrelevant,includingthequalityofresearchandotherservicesmade available totheSub-Adviser(evenifsuchservicesarenotfor theexclusive benefit oftheAccount).TheAdviserunderstandsthattheSub-Advisermayenterintosoft-dollararrangementsinlinewiththesafeharborguidelinescontainedinSection28(e)oftheU.S.SecuritiesExchangeActof1934, asamended.

c) TheSub-Adviserispermittedtoengagein“crosstransactions”thatwill involvetheAccountandanaccountofanotherclientoftheSub-Adviseroritsaffiliates.Forthe purposeof thisAgreement,across transactionisdefined intermsofacrosstrade betweentwo separateclientaccounts,inwhichoneaccountissellinga particularsecurity,whiletheother accountis having a purchase placed in the same security. The Sub-Adviser will cause the Account to engageina cross trade onlyifthe Sub-Adviserbelievesin its reasonablediscretionthat the tradeisbeneficialfor allpartiesinvolved,wouldbeconsistentwithitsdutytoseekbest executionandotherwisecomplieswithapplicable law,including,ifapplicablethe 1940Actand ERISA. The Adviser may revoke this consent by written notice to the Sub-Adviser at any time.

(d) TheSub-Advisershallactinaccordancewithitswrittenproxy-voting policies and procedures and take or cause to be taken all necessary action in accordance therewith. TheAdviseracknowledges(i) thereceiptoftheSub-Adviser’sproxy-votingpolicies andprocedures,or (ii) thatatanytimetheAdvisormayrequesta copyoftheSub-Adviser’s proxy-voting policies and procedures.

6. MarketValueandFeeStatement. TheAssetsshallatalltimesbemaintained exclusivelyinthecustodyoftheCustodianoroneormoreotherfinancialinstitutionsapproved bytheSub-Adviser. TheSub-Adviserwillcalculatethe Market Value(asdefinedbelow)ofthe AccountinaccordancewiththeguidelinesagreedtowiththeAdviser. TheSub-Advisershallprovide theCustodian andtheAdviserwiththeMarket ValueoftheAccount asof thelast business dayofeachquarterandanitemizedstatementsetting forth thecalculationof theSub- AdvisoryFee(asdefinedintheFeeSideLetter)duetotheSub-Adviserinrespectofsuch quarter(a“MarketValueandFeeStatement”). TheCustodianshalldeducttheamountsofthe Sub-AdvisoryFeesetforthin themostrecent MarketValue and FeeStatementfrom theAssets andpaysuchamountsto theSub-Adviser inaccordancewith the timeframessetforthintheFee SideLetter. The“MarketValue”oftheAssetsoraportionthereofmeansatanydatetheassets intheAccount,which includes allcashand cashequivalents andaccrued interestthereonand themarketvalueofitsfinancialinstruments,lessallliabilities oftheAccountascalculatedbythe Sub-Adviser in accordance with theguidelines agreed to with the Sub-Adviser.

7. Other Activities.

(a) TheAdviseracknowledgesandunderstandsthattheSub-Advisermay engage in ainvestmentadvisorybusiness apartfrommanagingtheAssets. Thismaycreate conflictsofinterestwiththeAccountovertheSub-Adviser’stimedevotedtomanagingthe Assetsand otheraccountsandtheallocation of investmentopportunitiesamongaccounts (including theAccount)managed bythe Sub-Adviser. The Sub-Adviser shallattempttoresolve allsuchconflictsinamannerthatisgenerallyfairtoallofitsclients. TheAdviserconfirmsthat theSub-Advisermaygiveadviceandtakeactionwithrespecttoanyof itsotherclientsor accountsthatmaydifferfrom advicegivenorthetimingornatureofactiontakenwithrespectto theAssets;however, it istheSub-Adviser’spolicy, tothe extentpracticable,toallocate investmentopportunitiestotheAccountoveraperiodoftimeonafairandequitablebasis relativeto other accounts. Nothing in thisAgreementshallbedeemed toobligatetheSub- Adviser toacquirefortheAccountanyfinancial instrumentthat theSub-Adviseroritsdirectors, officers,partners,membersoremployeesmayacquirefortheaccountofanyotherclient,if,in theabsolutediscretionoftheSub-Adviser,itisnotpractical ordesirabletoacquireapositionin such financial instrument for theAccount.

(b) IftheSub-AdviserdeterminesthatitwouldbeappropriatefortheAccount andoneormoreothermanagedaccountstoparticipateinaninvestmentopportunity,theSub- AdviserwillseektoexecuteordersfortheAccountandforsuchotheraccountsonanequitable basis. Insuchsituations,theSub-AdvisermayplaceordersfortheAccountandeachsuchother accountsimultaneously,andifallsuchordersarenotfilledatthesameprice,theSub-AdvisermaycausetheAccountandeachsuchaccounttopayorreceivetheaverageofthepricesatwhichthe orderswerefilledfortheAccountandallsuchaccounts. Ifall suchorderscannotbefullyexecuted underprevailingmarketconditions,theSub-Advisermayallocatethefinancialinstrumentstraded amongtheAccountandsuchotheraccountsinamannerwhichitconsidersequitable,takingintoaccountthesizeoftheorderplacedfortheAccountandeachsuchotheraccountaswellasany otherfactorswhichitdeemsrelevant.

8. FeesandExpenses. Foritsserviceshereunder,theAdvisershalldirecttheFund topaytheSub-AdvisertheSub-AdvisoryFeeoutlinedin ExhibitB hereto. In addition,the Accountshallberesponsibleforallcustodialfees,brokerage commissions,clearingfees, investmentexpenses,interestandwithholdingortransfertaxesincurredinconnectionwith tradingfor theAccountaswellasalloperatingexpensesoftheAccount includingwithout limitation all administration fees, the Custodian’s fees, and legal fees and extraordinary expenses. TheSub-AdvisershallberesponsibleforallinternaloperatingexpensesoftheSub- Adviser.

9. Representations by the Sub-Adviser. The Sub-Adviser represents andwarrantsto the Adviser as follows:

(a) TheSub-Adviserisregisteredwiththe SecuritiesandExchangeCommission asaninvestmentadviserundertheInvestmentAdvisersActof1940,asamended(the“AdvisersAct”),andintendstomaintainsuchregistrationatalltimesduringthetermofthisAgreement.

(b) TheSub-Adviserandits principalshaveallgovernmental,regulatory approvalsandhaveeffectedallfilingsandregistrationswithgovernmentalandregulatoryagenciesrequiredtoconductitsbusinessandtoperformitsobligationsunderthisAgreementotherthanthe licenses,approvals,filingsorregistrationstheabsenceofwhichwouldnotresultinamaterialadverseeffectwithrespecttoitsbusiness,prospectsorfinancialcondition.

(c) TheSub-Adviserhastherequisitelegalcapacityandauthoritytoexecute, deliverandperformitsobligationsunderthisAgreement. ThisAgreementhasbeenduly authorized,executedanddelivered bytheSub-Adviserandisthelegal,validandbinding agreementof theSub-Adviser, enforceable against theSub-Adviserinaccordancewithitsterms. TheSub-Adviser’sexecutionofthis Agreementandtheperformanceof itsobligationshereunder donotconflictwithorviolateanyprovisionsofthegoverning documentsoftheSub-Adviseror any obligations by which the Sub-Adviser is bound, whether arising by contract, operation of law orotherwise. TheSub-Adviserhascompliedandwillcomplyinallmaterialrespectswithall 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, threatenedanyaction,suit,proceeding,orinvestigationbeforeorbyanycourt,governmental, regulatory,self-regulatoryorexchangebodytowhichtheSub-Adviseroranyofitsprincipalsisapartywhichmightreasonablybeexpectedtoresultinanymaterialadversechangeinthecondition,financialorotherwise,businessorprospectsoftheSub-AdviseroritsprincipalsortheirabilitytoperformtheirobligationsunderthisAgreement.TheSub-AdvisershallinformtheAdviserpromptly iftheSub-Adviseroranyofitsprincipalsbecomethesubjectorreceivesnoticeofanysuchinvestigation,claimorproceeding.

(e) TheSub-AdvisershallinformtheAdviserpromptlyifanyofthepreceding representationsorwarrantiesoftheSub-Adviserceasetobetrueinanymaterialrespect.

10. RepresentationsbytheAdviser. TheAdviserrepresentstotheSub-Adviserasfollows:

(a) TheAdviserhasprovidedtheSub-Adviserwithitsphysicaladdressanda date and jurisdiction of its organization. In the event of anychange in the applicable status of the Adviser or the Fund, the Adviser will promptly informthe Sub-Adviserthereof.

(b) TheAdviserhastherequisitelegalcapacityandauthoritytoexecute, deliverandperformitsobligationsunderthisAgreement. ThisAgreementhasbeenduly authorizedbytheAdviserandbytheBoardofDirectorsoftheFund,and executedanddelivered bytheAdviserandisthelegal,validandbindingagreementoftheAdviser,enforceablein accordancewith itsterms. The Adviser’s execution of this Agreement and the performance of its obligationshereunderdonotconflictwithorviolateanyprovisionsofthegoverningdocuments (ifany)oftheAdviser oranyobligationsbywhichtheAdviser isbound,whetherarisingby contract,operationoflaworotherwise. TheAdviserhascompliedandwillcomplyinallmaterialrespectswithalllaws,rules,regulationsandorders applicabletoitanditsbusinessand operations.

(c) Thereisnopendingnor,tothebestknowledgeoftheAdviser,threatened action,suit,proceeding,orinvestigationbeforeorbyanycourt,governmental,regulatory,self-regulatoryorexchangebodytowhichtheAdviser,theFundor anyoftheirrespectiveprincipalsisapartywhichmightreasonablybeexpectedtoresultinanymaterialadversechangeinthecondition,financialorotherwise,businessorprospectsoftheAdviserortheFundortheirabilitytoperformtheirrespectiveobligationsunderthisAgreement. TheAdvisershallinformtheSub-Adviser promptlyiftheAdviser,theFundoranyoftheirrespectiveprincipalsbecomesubjecttoorreceive noticeofanysuchinvestigation,claimorproceeding.

(d) TheAdviserrepresentsthatithas theauthoritytoappointtheSub-Adviser tomanage(includingthepowertoacquire anddisposeof)anyofitsassets,includingtheAssets, ascontemplatedunderthisAgreement. TheAdviserhasauthorityoveralloftheAssets,and exceptashavebeenormaybedisclosedbytheAdvisertotheSub-Adviserascontemplatedby Section4hereof,there arenorestrictionsonthepledge,hypothecation, transfer,saleorpublic distribution of such Assets.

(e) TheAdviserrepresentsthat,toitsknowledge,thecontributionstothe Assetswerenotdirectly orindirectlyderivedfrom activities thatmaycontravenefederal,state and international laws and regulations, including anti-money laundering laws.

(f) TothebestknowledgeoftheAdviser,noneof:(i)theAdviser;(ii)any personcontrolling,controlledby,orundercommoncontrolwiththeAdviser;(iii)anyperson havingabeneficialinterestintheAdviser;or(iv)anypersonforwhomtheAdviserisactingas agentornomineeinconnectionwith this investment isacountry, territory,individualorentity namedonthelistofprohibitedcountries,territories,persons andentitiesmaintainedbytheU.S. TreasuryDepartment’sOfficeofForeignAssetsControl (“OFAC”)publishedon theOFAC websiteathttp://www.treas.gov/ofac,or isan individualor entitythatresidesorhasaplaceof business in a country or territory named on such list.

(g) TheAdviserhasadoptedproceduresdesignedtoelicitinformationfrom thepersonsdescribedinclauses(ii) through (iv)ofthepreceding paragraphinorder to substantiate the statements contained in the foregoing representation.

(h) TheAdvisershallinformtheSub-AdviserpromptlyifanyoftheprecedingrepresentationsorwarrantiesoftheAdviser ceasetobetrueinanymaterialrespect.

11. RecordsandReports. TheSub-Advisershallmaintainsuchbooksandrecords concerning the Account for inspection by the Adviser on behalf of the Fund as are required under the InvestmentCompanyActof 1940,asamended(the “1940Act”), and the rules and regulationspromulgatedthereunder. TheSub-AdvisershallsendtotheAdvisoraquarterly report,in narrative form, that summarizesthe status and theperformance ofthefinancial instrumentsheld intheAccountduringtheprecedingquarter.The Sub-Adviser recommendsthat theAdvisercomparethesestatementswiththeonesreceivefromtheFund’sCustodian(s). Valuesmayvaryslightlybecauseofsituationssuchasrounding,settlementdates,accrued interest or the timing ofinformation reporting.

12. Confidentiality.

(a) TheSub-AdviserandtheAdvisereachacknowledgethat,duringthetermofthis Agreement,each partyshall haveaccesstoconfidentialandproprietaryinformation oftheother party,includinginformationregardinginvestmentandtradingstrategies,investmentsmadeand positionsheldbyclientsandfunds. Suchconfidentialinformationofeitherpartymaynotbeusedinanywaybytheotherpartyforitsownprivate,commercial,ormarketingpurposesor,directlyor indirectly,disclosedtoordiscussedwithanyotherpersonorentity,exceptthosedirectors,officers, employeesoragentsofeachpartywhoseaccesstosuchinformationisreasonablynecessarytoenableeachpartytoperformitsservicesascontemplatedunderthisAgreement,asotherwiserequiredbyapplicablelaworprovidedherein. Otherthanasexplicitlyauthorizedherein,the AdvisershallnotuseanymaterialsreferringtotheSub-Adviser inanymannerwithouttheSub- Adviser’s prior approval.

(b) NotwithstandingSection12(a)above,theAdviserandtheSub-Advisermay provide information regarding investment positions held in the Account and the performanceof theAccount tothe Boardof DirectorsoftheFund,to theFund’srespectivemembersorother investors(if applicable), the Custodian,auditors,governmentregulatorsand otherauthorizedagents ofsuch persons,in the ordinary courseofthe Fund’sand/or theSub- Adviser’sbusiness andincompliancewith allof theFund’srequirementsasaninvestment companyregisteredundertheInvestmentCompanyActof1940,asamended,theSecuritiesAct of1933,asamended,andincompliancewiththeSecurities ExchangeActof1934,asamended. TheAdviserandtheSub-Advisershallalsobepermittedtodisclose confidentialinformation pursuantto asubpoena,courtorder,statute,law,rule,regulationorothersimilarrequirement; provided,however, thatto theextent reasonablypracticaland permittedbylaw,the parties agree toprovidepromptnoticeofsuchdisclosuretoeachothertoallowthenon-disclosingpartyto 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 discloseto any and all persons, without limitation of any kind,thetaxtreatmentandtaxstructure of(i) theFundand (ii) anytransactionentered intobythe Fund,andallmaterials ofanykind (includingopinionsor othertaxanalyses)relatingtosuchtaxtreatmentandtaxstructure; providedthatsuchtaxtreatmentortaxstructure disclosureshallnotinclude thedisclosureof the identity of the Fund, the Adviser, the Sub-Adviser or their respective affiliates.

13. Indemnification.

(a) TheSub-AdvisershallnotbeliabletotheFund,theAdviserortoanyof their respectivemembers for any loss or damage occasioned byany acts or omissionsin the performanceofitsservicesasSub-Adviser,unlesssuchlossordamageisduetothegross negligence, recklessnessorwillfulmisconductof theSub-Adviser,or asotherwiserequiredby law.

(b) The Sub-Adviser shall indemnify and hold harmless the Fund and theAdviserfromandagainstanyexpense, loss, liabilityordamageincurredby theFundortheAdviser asaresultofthegrossnegligence,recklessnessorwillfulmisconductoftheSub-Adviser,oras otherwise required by law.

(c) TheFundshallindemnifyandholdharmlesstheSub-Adviser andits principalsandemployeesfromandagainstany expense, loss, liabilityordamage incurredbytheSub-Adviser byreasonofbeingorhavingbeentheSub-AdvisertotheAdviser;provided, however,that theSub-Advisershallnotbesoindemnifiedto theextent thatsuchexpense, loss, liabilityordamageshallhavebeen incurred or suffered by the Sub-Adviser by reason of its gross negligence,recklessnessor willfulmisconduct,or as otherwise required by applicable law.

(d) TheSub-Adviser shallnotbe liablefortheacts oromissionsofthe Custodian,andotheragentsorthirdpartiesselectedbytheSub-Advisertoperformorassistthe Sub-AdviserinperformingservicesinconnectionwiththisAgreementprovidedthattheSub- Adviser was not grossly negligent in selectingor monitoring such persons.

14. Account Losses.

To theextentpermitted underapplicablelaw,theFundandthe Adviseragree that theSub- AdvisershallnotbeliabletotheFundortheAdviserforany lossesincurredbytheAccountthat arise out of or are in any way connected with any recommendation or other act or failure to act of theSub-AdviserunderthisAgreement, including,butnot limitedto,anyerrorinjudgmentwith respectto theAccount, so longassuchrecommendationor other actor failuretoactdoesnot constitute a breach of the Sub-Adviser’s fiduciary duty to theAdviser.

15. WithdrawalsfromAccount.

(a) PriortotheterminationofthisAgreement,theAdvisershallhavetheright, atitssolediscretion,towithdrawalloraportionoftheAssetsfromtheAccount. Typically,five days’noticewillbeprovidedtotheSub-Adviser. Unlessanduntilotherwiseprovidedbythe Adviserinanywrittenwithdrawalnotice,incomeandothermoneysoarisingwithrespect to the Assets shall formpart of the Account.

(b) Notwithstandingtheprovisionsofsub-paragraph(a)abovewhereanotice of withdrawal in respect of any part of the Assets has been served and:

(i) theSub-Adviser has,priortoreceiptofsuchnotice,enteredintoan irrevocable commitmentto dispose of such part; or

(ii) the Sub-Adviser has, prior to such receipt, entered into an irrevocablecommitmenttomakeapaymentfortheacquisitionofanyasseton behalfoftheAccount,such that thewithdrawalmaynot bemade,andtheSub- Adviser shall be entitled to deal with such part of the Assetsto which the notice of withdrawalrelatestotheextentnecessarytofulfillsuch commitmentsandwillas soonaspracticable transfertoortotheorderoftheAdviser theproceedsof disposalof suchpartof theAssetsandanyassetsacquiredpursuanttoorin connectionwith thefulfillment of such commitment.

16. Term and Effectiveness.

(a) ThisAgreementshallbecomeeffectiveasofthedateofits execution, providingithasbeenapproved:(i)bythevoteofamajorityoftheoutstandingvotingsecurities oftheFundpursuant toSection15(a)ofthe1940Act,or(ii)inaccordancewithexemptiverelief receivedfromtheSecuritiesandExchangeCommission(the“SEC”)thatwould permitthe Adviser,subjecttotheapprovalof theBoardofDirectorsof theFund,toappointtheSub- Adviserwithoutfirstobtaining approvalofamajorityof theoutstanding votingsecuritiesofthe Fund.

(b) TheAgreementshallremainineffectforaperiodoftwo(2)years,and thereaftershallcontinueforsuccessiveannualperiods,providedthatsuchcontinuance is specifically approved at leastannually by (i) the Board of Directors of the Fund, or by the vote of theoutstandingsecuritiesoftheFund(asdeterminedpursuanttoSection2(a)(42)ofthe1940

Act),and(ii)amajorityoftheFund’sdirectorswhoarenotpartiestothisAgreementor interestedpersonsofanysuchparty,cast inpersonatameetingcalledforthepurposeofvoting on such approval.

17. Termination.

(a) ThisAgreementmaybeterminatedatanytime(i)bytheAdviseror(ii)by the Sub-Adviser, in each case, upon thirty (30) calendar dayswrittennoticetotheotherparty. In addition,theAgreementmaybe terminatedat anytime,withoutthepaymentofanypenalty,by (i)voteoftheBoardofDirectorsoftheFund;or(ii)voteof amajorityoftheoutstandingvoting securitiesoftheFund(asdeterminedpursuanttoSection2(a)(42)ofthe1940Act),uponnot more than sixty (60) days’ writtennotice tothe Sub-Adviser, in accordance withSection 15(a)(3) of the 1940 Act.

(b) UponterminationofthisAgreement,theSub-Advisershalluseitsbest effortstoliquidatetheAssetsassoonaspracticableafterthe effectivedateoftermination,unless the Adviser provides written notice to the contrary.

(c) Inthe event of theterminationofthis Agreement,the provisions of Section8(relatingto theFund’sfeeandexpensespaymentobligationswithrespect toperiodon orbeforethedateoftheterminationortheliquidationoftheAccount)andSections12,13and

14 shall survive.

18. Modification. Exceptasotherwiseexpresslyprovidedherein,thisAgreement shallnotbeamendednorshallanyprovisionofthisAgreementbeconsideredmodifiedor waivedunlessevidencedbyawritingsignedby thepartytobechargedwithsuch amendment, waiverormodification. TheeffectofanymaterialchangeinthisAgreementwillcreateanew contractthatmustbeapprovedeither: (i)by thevote ofamajorityof theoutstandingvoting securities of the Fund pursuanttoSection 15(a) of the 1940Act, or (ii)in accordance with an exemptiverelief receivedfromtheSECthatwouldpermittheAdviser, subjectto the approval of theBoardofDirectorsoftheFund,toappointtheSub-Adviserwithoutfirstobtainingapproval of amajority of the outstanding voting securities of the Fund

19. EntireAgreement;BindingEffect;Assignment. ThisAgreementrepresentsthe entireagreementbetween thepartiesandshallbebinding uponandinuretothebenefitof the partiesheretoandtheirrespective successors. TheAgreement andeachparty’s rightsand obligations hereundershallnot beassignable,transferableordelegablewithoutthewritten consentoftheotherpartyhereto,exceptthattheSub-AdvisermayassigntheAgreementtoits affiliate. ThisAgreementshallterminateautomaticallyinthe eventofitsassignmentin accordancewith Section15(a)(4) of the 1940 Act.

20. Independent Contractor. The Sub-Adviser is and shall hereafter act asan independentcontractor andnotasanemployeeof theAdviseror theFund,andnothingin thisAgreementmaybeinterpreted or construed to create anyemployment,partnership, jointventure or other relationshipbetween the Sub-Adviser and the Adviser or the Fund.

21. DeliveryofInformation. Totheextentapplicable,theAdviseracknowledges receiptof theSub-Adviser’sbrochurerequiredtobedelivered underthe AdvisersAct(including theinformationinPart2oftheSub-Adviser’sFormADV). Uponwrittenrequestbythe Adviser,theSub-Adviseragreestodeliverannually,withoutcharge,theSub-Adviser’sbrochure requiredby theAdvisersAct. TheSub-Adviserwillalsodeliver itsbrochureto theAdviser without charge in the event ofamaterial change therein.

22. Consent to Electronic Delivery of Documents.The Adviser hereby acknowledges and agreesto the Sub-Adviser delivering communicationsand documents by electronicmeans ratherthantraditionalmailing ofpapercopies. Byconsenting to theelectronicdeliveryofall informationrelatingto theAccount,theAdviserauthorizes the Sub-Advisertodeliverall communicationsbye-mailaddressspecifiedbytheAdviser. TheAdviser acknowledges possessing thetechnicalabilityand resourcesto receiveelectronicdeliveryofdocuments.The Adviser further consentsthat the Sub-Adviser may providein any electronicmedium (including viae-mail)anydisclosureordocumentthat isrequired byapplicablesecurities laws tobe provided by the Sub-Adviser. The consent granted herein will last until revoked by the Adviser.

23. Governing Law; Jurisdiction. This Agreement shall be governed by and construedinaccordancewiththelawsoftheStateofNewYork,withoutgivingeffectto conflicts of law provisions therein.

24. Notices. AllcommunicationsunderthisAgreement,includinganyinstructions withrespect totransactions infinancial instrumentsand anynoticesprovidedin accordancewith thisAgreement,mustbe inwritingandshallbe deemeddulygivenand receivedwhendelivered personally, when sent by facsimiletransmissionore-mail(withelectronicreceipt),three(3)days afterbeing sentbyfirstclassmail, orone(1)businessday afterbeing depositedfornext-day deliverywithFederalExpressoranothernationally-recognizedovernightdelivery service,all chargesorpostageprepaid,properly addressedto thepartytoreceivesuchnoticeatthatparty’s address indicated belowthat party’s signatureon thisAgreement, or at any other address that either partymay designateby notice to the other.

25. Severability. Theinvalidityorunenforceabilityofanyprovisionhereofshallin no way affect the validity or enforceability of any and all other provisions hereof.

26. Counterparts. ThisAgreementmaybesignedinanynumberofcounterparts. Anysingle counterpart orasetofcounterparts signedin eithercaseby thepartieshereto shall constitute a full and original agreement for all purposes.

27. No Third-Party Beneficiaries. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.

28. No Waiver of Rights. Notwithstanding anything in this Agreement to the contrary,noprovisionof thisAgreementshallbeconstruedawaiverofrights thattheAdviser and/or theSub-Adviser have underapplicable state and federal securitieslaws.

INWITNESSWHEREOF,thepartieshaveexecutedthisAgreementasofthedayandyearfirstwrittenabove.

VersusCapitalAdvisorsLLC

By:

Name:

Title:

Address: 5555 DTC Parkway, Suite330

City, State, Zip: Greenwood Village, CO 80111

Facsimile: (888) 792-7401

E-mail:cfrazier@versuscapital.com

Principal Real Estate Investors, LLC

By:

Name:

Title:

Address:

City, State, Zip:

Facsimile:

E-mail:

VersusCapitalMulti-Manager Real Estate Income FundLLC

By:

Name:

Title:

Address: 5555 DTC Parkway, Suite330

City, State, Zip: Greenwood Village, CO 80111

Facsimile: (888) 792-7401

E-mail:cfrazier@versuscapital.com

APPENDIX B

PROPOSED HEITMAN-RES SUB-ADVISORY AGREEMENT

HEITMANREALESTATE SECURITIESLLC

INVESTMENTSUB-ADVISORYAGREEMENT

THISINVESTMENTSUB-ADVISORY AGREEMENT (the “Agreement”) isenteredintoasof [_____________________],2016byandbetween [HeitmanRealEstateSecuritiesLLC] or [Heitman International Real Estate Securities GmbH] or [Heitman International Real Estate Securities HK Limited]

[Note: There will be three separate agreements] (the “Sub-Adviser”), and Versus Capital Advisors LLC (the “Adviser”), effective as of the date (the “Effective Date”) the Versus Capital Multi-Manager Real Estate Income Fund LLC (the“Fund”)firstcontributesfundstotheAccount(assuchtermisdefinedbelow).Inconsiderationof themutualcovenantsherein,the AdviserandtheSub-Adviseragreeas follows:

1. AppointmentoftheSub-Adviser. TheAdviserherebyappoints,fortheperiodandonthetermssetforthinthisAgreement,theSub-Adviser,aninvestmentsub-adviser,tomanagecertainassetsoftheFund(which,togetherwithallinvestmentsandreinvestmentsmadeandthe proceedsandallearningsandprofits ofandon such moneys, investmentsand reinvestments,lessallwithdrawals,arereferredtohereinasthe“Assets”)whichfromtimetotimearebeingheldinanaccountoftheFundestablishedbytheAdviser(the“Account”)andmaintainedby TheBankofNewYorkMellon,aNewYorkcorporationestablishedtodobankingbusiness,oranyotherindependentcustodianappointedinaccordancewiththetermshereof(the“Custodian”).

TheAdviserunderstandsandagreesthatcustodyandbrokerageexecutionsofAccountassetswillbemaintainedwiththeindependentcustodian(s)selectedbytheAdviserandapprovedbytheBoardofDirectorsoftheFund. TheSub-AdviserwillnothavecustodyofanyassetsintheAccount. TheSub-AdvisershallnotberesponsibleforanyactsoromissionsoftheCustodian.

TheAdvisershallprovidetheSub-Adviseratleasttwobusinessdays’noticeofcontributionstotheAccountandreasonableadvancenoticeofanychangetotheCustodian. TheAdvisershalldirecttheCustodiantocomplywithallinvestmentinstructionsgivenbytheSub-AdviserwithrespecttotheAccount.

2. InvestmentManagementServices.

(a) The Sub-AdvisershallinvesttheAssetsinaccordancewiththeinvestment objectivesandstrategyandsubjecttothe investmentguidelinesdescribedinthe“Investment GuidelinesSideletter,”whichmay fromtimetotimebeamended,supplemented,revisedor restated(the“InvestmentGuidelines”). Exceptascontemplated bySection2(b)hereof,theInvestmentGuidelinesshallnotbeamendedorsupplementedwithoutthepriorwrittenconsent of both parties.

(b) TheFundmayadoptpoliciesandproceduresthatmodify theInvestment Guidelinesandsuchmodificationswillbecomebinding upontheSub-Adviserupondeliveryby theAdviserofwrittennoticethereoftothe Sub-Adviser;providedthat,notwithstanding the foregoing,(i)theAdvisershallprovidenotlessthansixty(60)days’writtennoticetotheSub-AdviserpriortotheFund’sadoptionofanypolicy ofprocedurethatmaterially modifiesor restrictsthe investmentstrategy,investmentguidelinesor investmentobjectivessetforthintheInvestmentGuidelinesand(ii) theSub-Advisershallnotbedeemedtobe inbreachof its obligationshereunderasaresultofany non-compliancewithanyothermodificationtotheInvestmentGuidelinesiftheSub-Adviserusescommercially reasonableeffortstoconformto suchpolicyandprocedureaspromptlyasreasonablypracticableafterreceivingwrittennotice thereof.

(c) TheSub-Adviser will determinetheportionofthe Account(andthe amountofAssets)tobemanaged byitselfandbyeachofitsaffiliateswithwhomtheAdviserand theFundhaveaseparateSub-AdvisoryAgreementin place withrespect to theFundandsuch allocation maychangeovertime. TheSub-AdviserwillberesponsibleforplacingpurchaseandsellordersforinvestmentsandforotherrelatedtransactionswithrespecttotheAssetsthatareallocatedtotheSub-AdviserinaccordancewiththisSection2(c). EachaffiliatewithwhomtheAdviserandtheFund haveaseparateSub-AdvisoryAgreement inplace withrespecttotheFundwillbe responsibleforplacingpurchaseand sellordersforinvestmentsandforotherrelatedtransactions withrespecttotheAssetsthatareallocatedtoitbytheSub-Adviser.

(d) The Sub-Advisershallgivepromptnoticeinwriting totheAdviserofanychangeinthesenior portfolio managerresponsiblefor theAccount.

3. Authority of theSub-Adviser.TheSub-Advisershallhave fulldiscretionandauthority,withoutobtaining theAdviser’spriorapproval,tomanagetheinvestmentand reinvestmentoftheAssetsplacedundertheauthority oftheSub-AdvisersubjecttotheInvestment Guidelines. In furtheranceoftheforegoing,theSub-Advisershallhavefull discretion to carryoutthefollowing with respectto theAssets:

(a) toinvestin,trade,buy,sell,andotherwiseacquire,hold,disposeof,and dealin securities(andtodirecttheCustodiantodoanyoftheforegoing);

(b) todirecttheCustodiantodeliverfundsorfinancialinstrumentsforthe purposeofsettling tradesintheCustodian’scustody,andtoinstructtheCustodiantoexerciseorabstain from exercisinganyprivilegeorright attachingto suchassets;and

(c) to doandperformeveryact theSub-Adviser deems necessaryorappropriateintheexerciseoftheforegoingpowersasfullyastheAdvisermightorcoulddoif personallypresent,andinconnectiontherewith,toexecuteorcausetobeexecutedanyandall required documentation.

4. FundInformation. TheAdviseragreespromptlytofurnishtotheSub-AdviseralldataandinformationregardingtheAccountthattheSub-Advisermay reasonably requestto render theinvestmentmanagementservicesdescribedabove. TheAdviser shallbe solely responsibleforthecompletenessandaccuracy ofthedataandinformationfurnishedtothe Sub- Adviser hereunder.

5. Brokerage.

(a) TheAdviserunderstandsandagreesthat,totheextentapplicable,theSub- Adviser’sbrokerage practicesshallbeconsistentwiththedisclosurecontainedinthe Sub- Adviser’sFormADVPart 2 disclosuredocument.

(b) TheSub-Advisershallselectthebrokers,dealers,banksandintermediariestoeffecttransactionsfortheAccount. TheSub-AdvisershallatalltimesseektoobtainbestexecutionofalltransactionsexecutedfortheAccount. TheSub-Advisermayagreetoreasonablecommissions,feesandotherchargesonbehalfoftheAccount,takingintoaccountallsuchfactorsastheSub-Adviserdeemsrelevant,includingthequalityofresearchandotherservicesmadeavailable to theSub-Adviser(evenifsuchservicesarenotfortheexclusivebenefit oftheAccount).TheAdviserunderstandsthattheSub-Advisermayenterintosoft-dollararrangementsinlinewiththesafeharborguidelinescontainedinSection28(e)oftheU.S.SecuritiesExchangeActof1934,asamended.

(c) TheSub-Adviserispermittedtoengagein“crosstransactions”thatwill involvetheAccountandanaccountofanotherclientoftheSub-Adviseroritsaffiliates.Forthe purpose of thisAgreement,across transactionisdefinedintermsof acrosstrade betweentwo separateclientaccounts,inwhichoneaccountisselling aparticularsecurity,whiletheotheraccountis havingapurchaseplaced inthesame security.

The Sub-AdviserwillcausetheAccounttoengageinacrosstradeonlyif theSub-Adviser believesinitsreasonablediscretionthatthe trade is beneficialforallparties involved,wouldbeconsistentwithitsduty toseekbestexecutionandotherwisecomplieswithapplicablelaw,including,ifapplicablethe1940ActandERISA. TheAdvisermayrevokethisconsentbywritten noticetotheSub-Adviserat anytime.

(d) TheSub-Adviser is permitted to aggregate purchases and sales of securitiesinaccordancewithitsaggregationpolicyassetforthinitsFormADVandinaccordancewithSection 7(b) hereof.

6. Proxies and Legal Proceedings.

(a) TheSub-Adviserisauthorizedandshallhavetheresponsibilitytovoteall proxieswith respecttosecuritiesheldintheAccountinaccordancewithSub-Adviser’sproxy votingguidelinesandproceduresineffectfromtimetotime,providedthat the Sub-Advisermay delegatecertainresponsibilitiesinconnectiontherewithtooneor moreauthorizedagentstotheextentconsistentwithsuchguidelines. TheAdviseragreestoinstructtheCustodiantoforwardallproxymaterialsandrelatedshareholdercommunicationstothedesigneeprovidedbySub- Adviserpromptlyuponreceipt. TheSub-Advisershallnotbeliablewithregardtovotingof proxiesorothercorporateactionsiftheproxy materialsandrelatedcommunicationsarenot receivedinatimelymanner. TheSub-AdvisershallprovidesuchinformationtotheAdviser regardingitsproxy votes,includingthebasisforthosevotes,astheAdvisermayreasonably request.

(b) The Adviseracknowledgesand agreesthatthe Sub-Adviser willnotbe requiredtoadvise ortakeanyactiononbehalf oftheAdviserortheFund,includingfilingany proofofclaimforms,withrespecttoany bankruptcies,classactionsorotherlegalproceedings involvingsecurities heldorformerlyheldin theAccount or theissuersof thosesecurities.

7. OtherActivities.

(a) TheAdviseracknowledgesandunderstandsthattheSub-AdvisermayengageinaninvestmentadvisorybusinessapartfrommanagingtheAssets. ThismaycreateconflictsofinterestwiththeAccountovertheSub-Adviser’stimedevotedtomanagingthe Assetsandotheraccountsandtheallocationof investmentopportunitiesamongaccounts (includingtheAccount)managedby theSub-Adviser. TheSub-Advisershallattempttoresolveallsuchconflictsinamannerthatisgenerallyfairovertimetoallofitsclients. TheAdviserconfirmsthattheSub-Advisermaygiveadviceandtakeactionwithrespecttoany ofitsotherclientsoraccountsthatmay differfromadvicegivenorthetimingornatureofactiontakenwith respecttotheAssets;however,itistheSub-Adviser’spolicy,totheextentpracticableand subjecttotheInvestmentGuidelines,toallocateinvestmentopportunities totheAccountovera periodoftimeonafairandequitablebasisrelativetootheraccounts. Nothing inthisAgreement shallbedeemedtoobligatetheSub-AdvisertoacquirefortheAccountany financialinstrument thattheSub-Adviseroritsdirectors,officers,partners,membersoremployeesmayacquirefor theaccountofanyotherclient,if,intheabsolutediscretionoftheSub-Adviser,itisnotpractical or desirable toacquireaposition in such financialinstrumentfor theAccount.

(b) IftheSub-AdviserdeterminesthatitwouldbeappropriatefortheAccountandoneormoreothermanagedaccountstoparticipateinaninvestmentopportunity,theSub-AdviserwillseektoexecuteordersfortheAccountandforsuchotheraccountsonanequitablebasis. Insuchsituations,theSub-AdvisermayplaceordersfortheAccountandeachsuchotheraccountsimultaneously,andifallsuchordersarenotfilledatthesameprice,theSub-AdvisermaycausetheAccountandeachsuchaccounttopayorreceivetheaverageofthepricesatwhichtheorderswerefilledforthe Accountand all suchaccounts. Ifallsuchorderscannotbefullyexecutedunderprevailingmarketconditions,theSub-AdvisermayallocatethefinancialinstrumentstradedamongtheAccountandsuchotheraccounts in amannerintendedtobefair andequitableovertimetoallclients,takingintoaccountthesizeoftheorderplacedfortheAccountandeachsuchotheraccountaswellasanyotherfactorswhichitdeemsrelevant.

8. FeesandExpenses. Foritsserviceshereunder,theAdvisershalldirecttheFund topay theSub-AdvisertheSub-AdvisoryFeeoutlinedinthe“FeeSideLetter”. Inaddition,the Accountshallberesponsibleforallcustodialfees,brokeragecommissions,clearingfees, investmentexpenses,interestandwithholdingor transfertaxesincurredinconnectionwith tradingfortheAccountas wellasalloperatingexpensesoftheAccountincluding without limitationalladministration fees, the Custodian’s fees,andlegalfeesandextraordinaryexpenses. TheSub-AdvisershallberesponsibleforallinternaloperatingexpensesoftheSub- Adviser.

9. Representations bytheSub-Adviser. TheSub-Adviserrepresentsandwarrantsto theAdviser as follows:

(a) TheSub-AdviserisregisteredwiththeSecuritiesandExchangeCommissionasaninvestmentadviserundertheInvestmentAdvisersActof1940,asamended(the“AdvisersAct”)andintendstomaintainsuchregistrationatall timesduringthetermofthisAgreement.

(b) TheSub-Adviser and its principals have all governmental, regulatoryapprovalsandhaveeffectedallfilingsandregistrationswithgovernmentalandregulatoryagenciesrequiredtoconductitsbusinessandtoperformits obligationsunderthisAgreementotherthanthelicenses,approvals,filingsorregistrationstheabsenceofwhichwouldnotresultin amaterialadverseeffectwithrespecttoits business,prospectsorfinancialcondition.

(c) TheSub-Adviserhastherequisitelegalcapacityandauthoritytoexecute, deliverandperformitsobligationsunder thisAgreement. ThisAgreementhasbeendulyauthorized,executedanddelivered by theSub-Adviserandisthelegal,validandbindingagreementof theSub-Adviser,enforceableagainsttheSub-Adviser inaccordancewithitsterms(subjecttoapplicablebankruptcy,insolvency,reorganizationorsimilarlawsaffectingcreditors’ rightsgenerallyandsubjecttogeneralprinciplesofequity). The Sub-Adviser’sexecutionofthis Agreementandtheperformanceof itsobligationshereunder donotconflictwithor violateany provisionsofthegoverningdocumentsoftheSub-Adviserorany obligationsby whichtheSub- Adviserisbound,whether arisingbycontract,operationoflaworotherwise. The Sub-Adviser hascomplied,andwillcomply,inallmaterialrespectswithalllaws,rules,regulationsand ordersapplicable to itand its business and operations.

(d) There is no pending nor, to the best knowledge of the Sub-Adviser,threatenedanyaction,suit,proceeding,orinvestigationbeforeorbyanycourt,governmental,regulatory,self-regulatoryorexchangebodytowhichtheSub-Adviseroranyofitsprincipalsisapartywhichmightreasonablybeexpectedtoresultinanymaterialadversechangeinthefinancialcondition,businessorprospectsoftheSub-Adviseroritsprincipalsortheirability toperformtheirobligationsunderthisAgreement. TheSub-AdvisershallinformtheAdviserpromptly iftheSub-Adviseroranyofitsprincipalsbecomethesubjectorreceivesnoticeofanysuchinvestigation,claimorproceeding.

(e) TheSub-AdvisershallinformtheAdviserpromptlyifanyoftheprecedingrepresentationsorwarrantiesoftheSub-Adviserceasetobetrueinanymaterialrespect.

10. RepresentationsbytheAdviser. TheAdviserrepresentstotheSub-Adviseras follows:

(a) TheAdviserhasprovidedtheSub-Adviserwithitsphysicaladdressanda dateand jurisdiction of its organization. In theevent ofanychangeintheapplicable status ofthe Adviser ortheFund, theAdviserwill promptlyinformtheSub-Adviser thereof.

(b) TheAdviserhastherequisitelegalcapacityandauthoritytoexecute, deliverandperformitsobligationsunder thisAgreement. ThisAgreementhasbeendulyauthorized bytheAdviserandbytheBoardofDirectorsoftheFund,andexecutedanddeliveredby theAdviserandisthelegal,validandbindingagreementoftheAdviser,enforceableinaccordance withitsterms(subjecttoapplicablebankruptcy,insolvency,reorganizationor similar lawsaffectingcreditors’rightsgenerallyandsubjecttogeneralprinciplesofequity). The Adviser’sexecutionofthisAgreementandtheperformanceof itsobligationshereunder donotconflictwithorviolateany provisionsofthegoverningdocuments(ifany)oftheAdviserorany obligationsbywhichtheAdviserisbound,whetherarisingbycontract,operationoflawor otherwise. TheAdviserhascompliedandwillcomplyinallmaterialrespectswithalllaws, rules, regulations and ordersapplicabletoit and its businessand operations.

(c) Thereisnopendingnor,tothebestknowledgeoftheAdviser,threatenedaction,suit,proceeding,orinvestigationbeforeorbyanycourt,governmental,regulatory,self-regulatoryor exchangebodytowhichthe Adviser,theFundoranyoftheirrespectiveprincipalsisapartywhichmightreasonablybeexpectedtoresultinanymaterialadversechangeinthefinancialcondition,businessorprospectsoftheAdviserortheFundortheirabilitytoperformtheirrespectiveobligationsunderthisAgreement.TheAdvisershallinform theSub-AdviserpromptlyiftheAdviser,theFundor anyoftheirrespectiveprincipalsbecomesubjecttoorreceivenoticeofanysuchinvestigation,claimorproceeding.

(d) TheAdviserrepresentsthatithastheauthoritytoappointtheSub-Adviser tomanage(includingthepowertoacquireanddisposeof)any ofitsassets,includingtheAssets,ascontemplatedunderthisAgreement. TheAdviserhasauthorityoveralloftheAssets,andexceptashavebeenormaybedisclosedby theAdvisertotheSub-AdviserascontemplatedbySection4hereof,thereare no restrictionsonthepledge,hypothecation,transfer,saleorpublic distribution ofsuch Assets.

(e) TheAdviserrepresentsthat,toitsknowledge,thecontributionstothe Assetswerenotdirectlyorindirectly derivedfromactivitiesthatmaycontravenefederal,stateand internationallawsand regulations,includinganti-moneylaunderinglaws.

(f) TothebestknowledgeoftheAdviser,noneof:(i)theAdviser;(ii)any personcontrolling,controlledby,orundercommoncontrolwiththeAdviser;(iii)anyperson havingabeneficialinterestintheAdviser;or(iv)any personforwhomtheAdviserisactingasagentornominee inconnectionwiththisinvestmentisacountry,territory,individualorentity namedonthelistofprohibitedcountries,territories,personsandentitiesmaintainedby theU.S. Treasury Department’sOfficeofForeignAssetsControl(“OFAC”)publishedonthe OFAC websiteathttp://www.treas.gov/ofac,orisanindividualorentitythatresidesorhasaplaceof businessin a countryorterritorynamed on such list.

(g) TheAdviserhasadoptedproceduresdesignedtoelicitinformationfrom thepersonsdescribedinclauses(ii)through(iv)oftheprecedingparagraphinorderto substantiate thestatements contained in theforegoingrepresentation.

(h) TheAdvisershallinformtheSub-AdviserpromptlyifanyoftheprecedingrepresentationsorwarrantiesoftheAdviser ceasetobetrueinanymaterialrespect.

11. Records and Reports.

(a) TheSub-Advisershallmaintainsuchbooksandrecordsconcerningthe Account forinspectionbytheAdviser onbehalfof the Fundasarerequired under theInvestment Company Actof1940,asamended(the“1940Act”),andtherulesandregulationspromulgated thereunder.

(b) TheSub-AdvisershallsendtotheAdvisoraquarterly report,innarrative form,thatsummarizesthe statusandtheperformanceof thefinancialinstrumentsheldinthe Accountduringtheprecedingquarter. TheSub-AdviseralsoshallsendtotheAdviser,noless frequently thanquarterly,statementssettingforththepropertyintheAccountandtransactions therein. TheSub-AdviserrecommendsthattheAdvisercompare thesestatementswiththeones receivefromtheFund’sCustodian(s).Valuesmayvaryslightlybecauseofsituationssuchas rounding, settlementdates,accrued interest or thetimingof information reporting.

12. Confidentiality.

(a) TheSub-AdviserandtheAdvisereachacknowledgethat,duringthetermofthisAgreement,eachpartyshall have accesstoconfidentialand proprietaryinformationoftheotherparty,includinginformationregardinginvestmentandtradingstrategies,investmentsmadeandpositionsheldbyclientsandfunds. Suchconfidentialinformationofeitherpartymaynotbeusedinanywaybytheotherpartyforitsownprivate,commercial,ormarketingpurposesor,directlyorindirectly,disclosedtoordiscussedwithanyotherpersonorentity,exceptthosedirectors,officers,employeesoragentsofeachpartywhoseaccesstosuchinformationisreasonablynecessarytoenableeachpartytoperformitsservicesascontemplatedunderthisAgreement,asotherwiserequiredbyapplicablelaworprovidedherein. Otherthanasexplicitlyauthorizedherein,the Advisershallnotuseany materialsreferringtotheSub-AdviserinanymannerwithouttheSub- Adviser’s priorapproval.

(c) NotwithstandingSection12(a),theAdviserandthe Sub-Advisermay disclosetoanyandallpersons,withoutlimitation ofanykind,thetaxtreatmentandtaxstructure of(i)theFundand(ii)anytransactionenteredintoby theFund,andallmaterialsofany kind(including opinionsorothertaxanalyses)relating tosuchtaxtreatmentandtaxstructure; providedthatsuchtaxtreatmentortaxstructuredisclosure shallnotincludethedisclosureofthe identityof theFund, theAdviser, theSub-Adviseror theirrespectiveaffiliates.

(d) NotwithstandingSection12(a),totheextentthatany marketcounterparty withwhomtheSub-AdviserdealsrequiresinformationrelatingtotheAccount(including,but notlimitedto,theidentityoftheFund ortheAdviserandmarketvalueoftheAccount),theSub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf oftheAccountinaccordancewiththeterms of thisAgreement.

13. Indemnification.

(a) SubjecttoSection29hereof,theSub-AdvisershallnotbeliabletotheFund,theAdviserortoanyoftheirrespectivemembersforanylossordamageoccasionedbyanyactsoromissionsintheperformanceofitsservicesasSub-Adviser,unlesssuchlossor damage isdue tothegrossnegligence,recklessnessor willful misconductof theSub-Adviser,oras otherwiserequiredbylaw.

(b) SubjecttoSection29hereof,theSub-AdvisershallindemnifyandholdharmlesstheFundandtheAdviserfromandagainstanyexpense,loss,liabilityordamageincurred bytheFundortheAdviserasaresultofthegrossnegligence,recklessnessorwillfulmisconduct of theSub-Adviser.

(c) SubjecttoSection29hereof,theFundshallindemnifyandholdharmless theSub-Adviseranditsemployees,managers,officers,membersandaffiliates(collectively,the“Sub-AdviserEntitiesandPersons”)fromandagainstanyexpense,loss,liability ordamage incurredby suchpartiesbyreasonoftheSub-AdviserbeingorhavingbeentheSub-Adviserto theAdviser;provided,however,thatsuchpartiesshallnotbe soindemnifiedtotheextentthat suchexpense,loss,liabilityordamageshallhavebeenincurredorsufferedbyreasonofthegrossnegligence,recklessness orwillful misconduct of theSub-AdviserEntitiesandPersons.

(d) TheSub-Advisershallnotbeliablefor the actsoromissionsofthe Custodian,andotheragentsorthirdpartiesselected by theSub-AdvisertoperformorassisttheSub-AdviserinperformingservicesinconnectionwiththisAgreementprovidedthattheSub- Adviserwas notgrosslynegligentin selectingormonitoringsuch persons.

14. Account Losses;DischargeofLiability.

(a) SubjecttoSection29hereof,theFundandtheAdviseragreethattheSub- AdvisershallnotbeliabletotheFundortheAdviserforanylossesincurredbytheAccountthatariseout oforareinanywayconnectedwith anyrecommendationor otheract orfailuretoact of theSub-AdviserunderthisAgreement,including,butnotlimitedto,anyerrorinjudgmentwith respecttotheAccount,solongassuchrecommendationorother actorfailure toactdoesnotconstitutegross negligence, recklessness orwillful misconduct of theSub-Adviser.

(b) The Sub-Adviser does not guarantee the future performance of the Accountorany specificlevelofperformance,thesuccessofany investmentdecisionorstrategy thattheSub-Advisermay use,orthesuccessoftheSub-Adviser’soverallmanagement ofthe Account. TheAdviserunderstandsthatinvestmentdecisionsmadefortheAccount by theSub- Adviseraresubjecttovariousmarket,currency,economic,politicalandbusinessrisks,andthat those investment decisions willnot always beprofitable.

(c) TheAdviseracknowledgesthattheSub-Adviserwillmanageonly the securities,cashandotherinvestmentsheldintheAccountandinmakinginvestmentdecisions fortheAccount,theSub-Adviserwill notconsideranyothersecurities,cash orotherinvestments owned or managedbytheAdviser.

(d) TheSub-Advisermayconsultwithlegalcounselconcerningany question whichmayarisewithreferencetoitsdutiesunderthisAgreement,andtheSub-Advisershallnot bedeemedimprudentbyreasonofitstaking or refraining fromtakinganyactioningoodfaithand in accordancewiththe adviceof suchcounsel.

15. ForceMajeure.

(a) NeitherpartytothisAgreementshallbeliablefordamagesresultingfrom delayedordefectiveperformance whensuchdelaysarise outofcausesbeyondthecontroland withoutthefaultornegligenceoftheoffendingparty. Suchcausesmay include,butarenot restricted to,acts of Godor ofthe publicenemy, terrorism,acts of agovernmental authorityinits sovereigncapacity,fires,floods,earthquakes,powerfailure,disabling strikes,epidemics, quarantinerestrictions,and freight embargoes.

(b) Ifatany timeduetocontributionsandwithdrawals,fluctuationsinmarket prices,abnormalmarketconditionsorany otherreasonoutsidethecontroloftheSub-Adviser, thereshallbeadeviationfromtheInvestmentGuidelines,the Sub-Advisershallnotbein breach of theguidelinessolongasittakessuchactionsover suchreasonable periodof timeastheSub- Adviserdeterminesareprudentandinthe bestinterestsoftheFundtoreturntheinvestmentsof theAccounttocompliancewiththeInvestmentGuidelines.

16. WithdrawalsfromAccount.

(a) PriortotheterminationofthisAgreement,theAdvisershallhavetheright,atitssolediscretion,towithdrawalloraportionoftheAssetsfromtheAccount. TheAdviserwillprovidefivebusinessdays’noticeofanywithdrawaltotheSub-Adviser. Unlessanduntil otherwiseprovidedby theAdviserinanywrittenwithdrawalnotice,incomeandothermoneysoarisingwithrespectto theAssetsshallform part oftheAccount.

(b) Notwithstanding theprovisionsofsub-paragraph(a)abovewhereanotice ofwithdrawalinrespectofanypart oftheAssetshas been servedand:

i. theSub-Adviserhas,priortoreceiptofsuchnotice,enteredintoan irrevocablecommitment to dispose ofsuch part;or

ii. the Sub-Adviser has, prior to such receipt, entered into an irrevocablecommitmenttomakeapaymentfortheacquisitionofanyasseton behalfoftheAccount,suchthatthewithdrawalmay notbemade,andtheSub- Adviser shallbe entitledto deal with such partof theAssetsto which thenoticeof withdrawalrelatestotheextentnecessary tofulfillsuchcommitmentsandwillas soonaspracticable transfer toor tothe orderof the Adviser the proceedsof disposalofsuchpartoftheAssetsandanyassetsacquiredpursuanttoorinconnection withthefulfillment of suchcommitment.

17. Termand Effectiveness.

(a) ThisAgreementshallbecomeeffectiveasofthedateofitsexecution, providingithasbeenapproved:(i)bythevoteofamajorityoftheoutstandingvotingsecurities of theFundpursuanttoSection15(a)of the1940Act,or (ii)inaccordancewithexemptiverelief receivedfromthe SecuritiesandExchangeCommission(the“SEC”)thatwouldpermitthe Adviser, subjecttotheapprovalof theBoardof Directorsof theFund,toappointtheSub- AdviserwithoutfirstobtainingapprovalofamajorityoftheoutstandingvotingsecuritiesoftheFund.

(b) UnlessterminatedinaccordancewithSection19hereof,theAgreement shallremainineffectfora periodof two(2)years,andthereafter shallcontinue for successiveannualperiods,providedthatsuchcontinuanceisspecificallyapprovedatleastannuallyby(i) theBoardofDirectorsoftheFund,orby thevoteoftheoutstandingsecuritiesoftheFund(as determinedpursuanttoSection2(a)(42)ofthe1940Act),and(ii)a majority oftheFund’s directorswhoarenotpartiestothisAgreementorinterestedpersonsofany suchparty,castin personat a meetingcalled forthe purposeof votingon suchapproval.

18. Termination.

(a) ThisAgreementmaybeterminatedatanytime(i)by theAdviseror(ii)by theSub-Adviser,ineachcase,uponthirty(30)calendardayswrittennoticetotheotherparty. Inaddition,theAgreementmay beterminatedatanytime,withoutthepaymentofany penalty, by (i)voteoftheBoardofDirectorsoftheFund;or(ii)voteofamajorityoftheoutstandingvoting securitiesoftheFund(asdeterminedpursuanttoSection2(a)(42)ofthe1940Act),uponnot morethan sixty(60) days’written noticetotheSub-Adviser, inaccordancewithSection 15(a)(3) of the1940 Act.

(b) UponterminationofthisAgreement,theSub-Advisershalluseitsbesteffortstoliquidate theAssetsassoonaspracticableafter theeffective dateof termination,unless theAdviserprovideswritten noticetothe contrary.

(c) In the event of the termination of this Agreement, the provisions ofSection8(relating totheFund’sfeeandexpensespaymentobligationswithrespecttoperiodon orbefore thedateoftheterminationortheliquidationoftheAccount), Sections12through 15, thisSection18andSection 24 shallsurvive.

19. Modification. Exceptasotherwiseexpresslyprovidedherein,thisAgreement shallnotbeamendednorshallanyprovisionofthisAgreementbeconsideredmodifiedor waivedunlessevidencedby awritingsigned by theparty tobechargedwithsuchamendment, waiverormodification. TheeffectofanymaterialchangeinthisAgreementwillcreateanewcontractthatmustbeapprovedeither:(i)bythevoteofamajorityoftheoutstandingvoting securitiesof theFundpursuantto Section15(a)of the 1940Act,or(ii)inaccordance withanexemptivereliefreceivedfromthe SECthatwouldpermittheAdviser,subjecttotheapprovalof theBoardofDirectorsoftheFund,toappointtheSub-Adviserwithoutfirstobtainingapproval of amajorityof theoutstandingvotingsecurities oftheFundentire agreementbetweenthepartiesandshallbe bindinguponandinure tothebenefitofthe partiesheretoandtheirrespective successors. TheAgreementand eachparty’srightsand obligationshereundershallnotbeassignable,transferableor delegable withoutthewrittenconsentoftheotherpartyhereto,exceptthatthe Sub-AdvisermayassigntheAgreementtoitsaffiliate. ThisAgreementshallterminateautomatically intheeventofitsassignmentinaccordancewithSection 15(a)(4) ofthe 1940Act.

21. IndependentContractor. The Sub-Adviser isand shallhereafteractas an independentcontractorandnotasanemployeeoftheAdviserortheFund,andnothing inthis Agreementmaybeinterpretedorconstruedtocreateanyemployment,partnership,jointventure or otherrelationship between the Sub-Adviserand theAdviseror theFund.

22. DeliveryofInformation. Totheextentapplicable,theAdviseracknowledges receiptof theSub-Adviser’sbrochurerequiredtobe deliveredunder theAdvisers Act(including theinformationinPart2oftheSub-Adviser’sFormADV). Uponwrittenrequestbythe Adviser, theSub-Adviseragreestodeliverannually,withoutcharge,theSub-Adviser’sbrochure required by theAdvisersAct. TheSub-AdviserwillalsodeliveritsbrochuretotheAdviser withoutchargeinthe event of amaterial changetherein.

23. ConsenttoElectronicDeliveryofDocuments.TheAdviserherebyacknowledgesandagreestotheSub-Adviserdeliveringcommunicationsanddocumentsbyelectronicmeans ratherthantraditionalmailingofpapercopies.Byconsentingtotheelectronicdeliveryofall informationrelating totheAccount,theAdviserauthorizestheSub-Advisertodeliverallcommunicationsby e-mailaddressspecifiedby theAdviser. TheAdviseracknowledges possessingthetechnicalabilityandresourcestoreceiveelectronicdeliveryofdocuments.The AdviserfurtherconsentsthattheSub-Advisermayprovideinanyelectronicmedium(including viae-mail)any disclosureordocumentthatisrequiredbyapplicablesecuritieslawstobe providedbythe Sub-Adviser. The consent grantedhereinwilllast untilrevokedbytheAdviser.

24. GoverningLaw; Jurisdiction. This Agreementshall be governed by andconstruedinaccordancewiththelawsoftheStateofNewYork,withoutgivingeffecttoconflictsoflawprovisionstherein. Thepartieshereby submittothejurisdictionofthecourtsof NewYorkandof thefederalcourtsinthe SouthernDistrictofNewYorkwithrespecttoany litigationrelatingtothisagreement. TheAdviserconsentstotheserviceofprocess by the mailingtotheAdviserofcopiesthereofbycertifiedmailtotheAdviser’saddressasitappears onthebooksandrecordsofthe Sub-Adviser,suchservice tobeeffective ten(10) daysafter mailing. Thepartiesherebywaivetrial by jury inany judicialproceedinginvolvingany dispute,controversy or claim arising out of or relating to this Agreement. The Adviser hereby irrevocablywaivesanyimmunitytowhichitmightotherwisebeentitledinanyarbitration,actionatlaw,suitinequityoranyotherproceedingsarisingoutoforbasedonthis Agreementoranytransaction in connection herewith.

25. Notices. AllcommunicationsunderthisAgreement,includinganyinstructions withrespecttotransactionsinfinancialinstrumentsandany noticesprovidedinaccordancewith thisAgreement,mustbeinwritingandshallbedeemeddulygivenandreceivedwhendelivered personally,whensentbyfacsimiletransmission(withelectronicreceipt)ore-mail,three(3)daysafterbeingsentbyfirstclassmail,orone(1)businessdayafterbeingdepositedfornext-daychargesorpostageprepaid,properlyaddressedtotheparty toreceivesuchnoticeatthatparty’saddressindicatedbelowthatparty’ssignatureonthisAgreement,oratanyotheraddressthateither partymaydesignatebywritten noticetotheother.

26. Severability. Theinvalidityorunenforceabilityofanyprovisionhereofshallin no wayaffectthevalidityorenforceabilityofanyandallotherprovisionshereof.

27. Counterparts. ThisAgreementmaybesignedinanynumberofcounterparts. Anysinglecounterpartorasetofcounterpartssignedineithercaseby thepartiesheretoshallconstitute afulland original agreementforallpurposes.

28. No Third-Party Beneficiaries. Neither party intends for this Agreement to benefitanythird partynot expresslynamed in this Agreement.

29. No Waiver of Rights. Notwithstanding anything in this Agreement to thecontrary,noprovisionofthisAgreementshallbeconstruedasawaiverofrightsthatthe Adviserand/or theSub-Adviserhaveunderapplicable stateand federal securities laws.

[Signaturepagefollows.]

VersusCapitalAdvisorsLLC

By:

Name:

Title:

Address: 5555 DTC Parkway, Suite330

City, State, Zip: Greenwood Village, CO 80111

Facsimile: (888) 792-7401

E-mail:cfrazier@versuscapital.com

[Note: There will be three separate agreements]

[HEITMAN REAL ESTATE SECURITIES LLC]or

[Heitman International Real Estate Securities GmbH] or

[HEITMAN INTERNATIONAL REAL ESTATE SECURITIES HK LIMITED]

By:

Name:

Title:

Address:

City, State, Zip:

Facsimile:

E-mail:

VersusCapitalMulti-Manager Real Estate Income FundLLC

By:

Name:

Title:

Address: 5555 DTC Parkway, Suite330

City, State, Zip: Greenwood Village, CO 80111

Facsimile: (888) 792-7401

E-mail:cfrazier@versuscapital.com

PROXYTABULATORP.O.BOX9112

FARMINGDALE,NY 11735

Tovoteby Internet

1) ReadtheProxyStatementandhavetheproxycardbelowathand.

2)Gotowebsitewww.proxyvote.com

3)Followtheinstructionsprovidedon thewebsite.

TovotebyTelephone

1) ReadtheProxyStatementandhavetheproxycardbelowathand.

2)Call1-800-690-6903

3)Followtheinstructions.

Tovoteby Mail

1)ReadtheProxyStatement.

2)Checktheappropriateboxeson theproxycardbelow.

3)Signanddatetheproxycard.

4)Returntheproxycardin theenvelopeprovided.

TOVOTE,MARK BLOCKSBELOWINBLUEORBLACKINKASFOLLOWS:

E13215-S49892

KEEPTHISPORTIONFORYOURRECORDS DETACHAND RETURNTHIS PORTIONONLY

The BoardofTrustees recommendsyouvote FORthefollowingproposals:

For Against Abstain

1. Anewinvestmentsub-advisoryagreementbyandamongtheFund,VersusCapital AdvisorsLLC(the"Adviser")andPrincipalRealEstateInvestorsLLC.

2. A new investmentsub-advisoryagreementbyandamongtheFund,theAdviserandHeitman RealEstateSecurities,LLC.

3. A new investmentsub-advisoryagreementbyandamongtheFund,theAdviserandHeitman RealEstateSecuritiesGmbH.

4. A new investmentsub-advisoryagreementbyandamongtheFund,theAdviserandHeitmanInternationalRealEstateSecuritiesHKLimited.

! ! !

Pleasesignexactlyas yourname(s)appear(s)hereon.Whensigningasattorney,executor,administratororotherfiduciary,pleasegivefulltitleas such.Joint ownersshouldeachsignpersonally.Allholdersmustsign.Ifacorporationorpartnership,pleasesign infullcorporateorpartnershipnamebyauthorizedofficer.

Signature[PLEASESIGNWITHIN BOX] Date Signature[PLEASESIGNWITHIN BOX] Date

ImportantNoticeRegardingtheAvailabilityofProxyMaterialsfortheAnnual Meeting:

TheProxyStatement isavailableatwww.VersusCapital.com.

E13216-S49892

VERSUSCAPITALMULTI-MANAGERREALESTATEINCOME FUND,LLC(the"Fund") THISPROXYISSOLICITEDON BEHALFOFTHE BOARDOFTRUSTEES

TheundersignedshareholderofVersusCapitalMulti-ManagerRealEstateIncomeFund,LLC(the"Fund")herebyappoints JohnLoomis,SecretaryoftheBoardandJohn Gordon,CFO/CCO,andeach ofthem,theproxiesoftheundersigned,withfullpowerofsubstitution,tovote,asindicatedherein, allofthesharesoftheFundstandinginthenameoftheundersignedatthecloseofbusinessonAugust22,2016ataAnnualMeetingofShareholderstobeheldattheofficeofVersusCapitalAdvisors,LLC,

5555DTCParkway,GreenwoodVillage,CO80111,andatanyandalladjournmentsthereof,withallofthepowersthe undersignedwouldpossessifthenandtherepersonallypresentandespecially(butwithoutlimitingthegeneralauthorizationandpowerherebygiven)tovoteasindicatedontheproposals, asmorefullydescribedintheProxyStatement forthemeeting.

PLEASESIGNAND DATEON THEREVERSESIDE

Versus Capital Multi-Manager Real Estate Income Fund (VCMIX) DEF 14ADefinitive proxy