Versus Capital Infrastructure Income Fund Sample Contracts

VERSUS CAPITAL Infrastructure Income FUND THIRD Amended and Restated AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 9th, 2023 • Versus Capital Infrastructure Income Fund • Massachusetts

This THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 20th day of October 2023, by the Trustee hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Second Amended and Restated Agreement and Declaration of Trust dated July 11, 2023, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto and making such other changes as deemed necessary by the Trustees.

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • February 26th, 2024 • Versus Capital Infrastructure Income Fund

This Transfer Agency And Shareholder Services Agreement is made as of February 16, 2024 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and Versus Capital Infrastructure Income Fund and its wholly-owned subsidiaries (together, the “Fund”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein.

DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2024 • Versus Capital Infrastructure Income Fund • Delaware

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of September, 2021 (the “Effective Date”), by and between Foreside Funds Distributors LLC, a Delaware limited liability company (the “Distributor”) and each investment company listed on Schedule A hereto (each a “Fund,” and collectively, the “Funds”), and

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • May 30th, 2025 • Versus Capital Infrastructure Income Fund

This transfer agency agreement (this “Agreement”), effective as of March 14, 2025 (the “Effective Date”), is made by UMB Fund Services, Inc. (“Transfer Agent”) and each of the investment companies listed on Schedule A hereto, as such schedule may be amended from time to time (each investment company referred to herein as the “Fund” and collectively the “Funds”). Although the Transfer Agent and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Transfer Agent had executed a separate agreement with each Fund, with all rights and obligations of a Fund hereunder separate and not joint. The Transfer Agent, together with the Funds, shall be referred to herein as the “Parties”.

CUSTODY AGREEMENT
Custody Agreement • March 11th, 2024 • Versus Capital Infrastructure Income Fund

This custody agreement (this “Agreement”), effective as of 2-28-24 , is made between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (the “Custodian”) and each investment company listed on Schedule A hereto (each such investment company and each investment company made subject to this Agreement in accordance with Section 15 below shall be referred to herein as each, a “Fund” and, together with the Custodian, the “Parties”).

CUSTODY AGREEMENT
Custody Agreement • February 26th, 2024 • Versus Capital Infrastructure Income Fund
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • May 30th, 2025 • Versus Capital Infrastructure Income Fund

This administration and fund accounting agreement (this “Agreement”), effective as of March 14, 2025 (the “Effective Date”), is made by UMB Fund Services, Inc. (“Administrator” ) and each of the investment companies listed on Schedule A hereto, as such schedule may be amended from time to time (each investment company referred to herein as the “Fund” and collectively the “Funds”). Although the Administrator and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund as though the Administrator had executed a separate agreement with each Fund, with all rights and obligations of a Fund hereunder separate and not joint. The Administrator and, together with the Funds, shall be referred to herein as the “Parties”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 26th, 2024 • Versus Capital Infrastructure Income Fund • New York

THIS AGREEMENT is made as of February 21, 2024, by and between each investment company referenced on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

LAZARD ASSET MANAGEMENT LLC INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 9th, 2023 • Versus Capital Infrastructure Income Fund • New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is entered into as of November 1, 2023 by and between Lazard Asset Management LLC (the “Sub-Adviser”), and Versus Capital Advisors LLC (the “Adviser”), on behalf of Versus Capital Infrastructure Income Fund (the “Fund”).

VERSUS CAPITAL INFRASTRUCTURE INCOME FUND SECOND AMENDED AND RESTATED BYLAWS
Bylaws • November 9th, 2023 • Versus Capital Infrastructure Income Fund
VERSUS CAPITAL REAL ASSET DEBT FUND AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • May 15th, 2020 • Versus Capital Real Asset Debt Fund • Massachusetts

This AGREEMENT AND DECLARATION OF TRUST made this 11th day of May 2020, by the Initial Trustee hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided:

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 29th, 2024 • Versus Capital Infrastructure Income Fund • Delaware

This INVESTMENT MANAGEMENT AGREEMENT, dated as of July 29, 2024 (the “Agreement”), is made and entered into by and between VCRDX Subsidiary LLC, a Delaware limited liability company (the “Fund”), and Versus Capital Advisors LLC, a Delaware limited liability company (the “Adviser”).

RULE 17f-5 DELEGATION AGREEMENT
Delegation Agreement • March 11th, 2024 • Versus Capital Infrastructure Income Fund • Delaware

By its execution of this Delegation Agreement by and between UMB Bank, n.a. (the Custodian), a national banking association, with its principal office in Kansas City, Missouri, and each of the registered investment companies (on behalf of any series thereof, if applicable) listed on the Appendix to this Agreement, together with such additional companies as shall be made parties to this Agreement by the execution of a revised Appendix to this Agreement (such companies, and any series thereof, are referred to individually as a Fund and, collectively, as the Funds), the Funds hereby direct the Custodian to appoint Brown Brothers Harriman & Co., a limited partnership formed under the laws of the State of New York, as the Approved Foreign Custody Manager (the Delegate) as defined in, and under the terms of, the Custody Agreement between the Funds and the Custodian (the Custody Agreement), to perform certain functions with respect to the custody of the Funds’ Assets (as defined in Section 13

LAZARD ASSET MANAGEMENT LLC
Investment Sub-Advisory Agreement • June 14th, 2024 • Versus Capital Infrastructure Income Fund • New York

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is entered into as of November 1, 2023 by and between Lazard Asset Management LLC (the “Sub-Adviser”), and Versus Capital Advisors LLC (the “Adviser”), on behalf of Versus Capital Infrastructure Income Fund (the “Fund”).

Item G.1.a.ii. Provision of financial support. (a) Description of nature of support. Harrison Street Private Wealth LLC entered into an agreement with the Fund to ensure that the Fund can meet its obligations with respect to certain unfunded...
Financial Support Agreement • June 15th, 2026 • Harrison Street Infrastructure Income Fund

Item G.1.a.ii. Provision of financial support. (a) Description of nature of support. Harrison Street Private Wealth LLC entered into an agreement with the Fund to ensure that the Fund can meet its obligations with respect to certain unfunded commitments as they come due. (b) Person providing support. Harrison Street Private Wealth LLC (c) Brief description of relationship between the person providing support and the Registrant. The investment adviser to Harrison Street Infrastructure Income Fund. (d) Date support provided. Agreement executed April 1, 2024 (e) Amount of support. Harrison Street Private Wealth LLC agreed to fund up to approximately $46,000,000 for unfunded commitments. Ultimately the Fund has not required any support to meet these commitments. (f) Security supported (if applicable). Disclose the full name of the issuer, the title of the issue (including coupon or yield, if applicable) and at least two identifiers, if available (e.g., CIK, CUSIP, ISIN, LEI). Not applicabl

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2023 • Versus Capital Infrastructure Income Fund

This first amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of September 30, 2021, by and between Versus Funds listed on Schedule A and Foreside Funds Distributors LLC (together, the “Parties”) is effective as of November 2, 2023.

VERSUS CAPITAL INFRASTRUCTURE INCOME FUND AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Third Amended and Restated Agreement and Declaration of Trust • July 29th, 2025 • Harrison Street Infrastructure Income Fund

The undersigned, being at least a majority of the Trustees of Versus Capital Infrastructure Income Fund (the “Trust”), hereby amend the Trust’s Third Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), a copy of which is on file in the office of the Secretary of State of the Commonwealth of Massachusetts, as follows:

VERSUS CAPITAL INFRASTRUCTURE INCOME FUND Subscription Agreement
Subscription Agreement • November 9th, 2023 • Versus Capital Infrastructure Income Fund

This Agreement made as of November 1, 2023 by and between Versus Capital Infrastructure Income Fund, a Massachusetts business trust (the “Fund”), and Versus Capital Advisors LLC (the “Subscriber”);