0001133228-23-005992 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.

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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
INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 9th, 2023 • Versus Capital Infrastructure Income Fund • Massachusetts

This INVESTMENT MANAGEMENT AGREEMENT, dated as of November 1, 2023 (the “Agreement”), is made and entered into by and between Versus Capital Infrastructure Income Fund, a Massachusetts business trust (the “Fund”), and Versus Capital Advisors LLC, a Delaware limited liability company (the “Adviser”).

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 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”);

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