Versus Capital Multi-Manager Real Estate Income Fund LLC

06/04/2025 | Press release | Distributed by Public on 06/04/2025 12:30

Annual Report by Investment Company (Form N-CSR)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22534   

    Versus Capital Real Estate Fund LLC    

(Exact name of registrant as specified in charter)

5050 South Syracuse Street, Suite 1100

          Denver, CO 80237          

(Address of principal executive offices) (Zip code)

Mark D. Quam

c/o Versus Capital Advisors LLC

5050 South Syracuse Street, Suite 1100

      Denver, CO 80237      

(Name and address of agent for service)

COPY TO:

David C. Sullivan, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Registrant’s telephone number, including area code:    (877) 200-1878

Date of fiscal year end:  March 31

Date of reporting period:  March 31, 2025

Item 1. Reports to Stockholders.

(a)

Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

The Report to Shareholders is attached herewith.

VERSUS CAPITAL

REAL ESTATE FUND LLC

Annual Report

March 31, 2025

VERSUS CAPITAL ADVISORS LLC

This report is for shareholders of Versus Capital Real Estate Fund LLC. It is not authorized for distribution

unless preceded or accompanied by a current prospectus for the Fund. Shares of the Fund are distributed

by Foreside Funds Distributors LLC, Portland, Maine.

TABLE OF CONTENTS

Shareholder Letter (Unaudited)

1-2

Fund Performance (Unaudited)

3-4

Report of Independent Registered Public Accounting Firm

5

Portfolio of Investments

6-8

Statement of Assets and Liabilities

9

Statement of Operations

10

Statements of Changes in Net Assets

11

Statement of Cash Flows

12

Financial Highlights

13

Notes to Financial Statements

14-21

Additional Information (Unaudited)

22-25

Economic and market conditions change frequently.

There is no assurance that the trends described in this report will continue or commence.

Privacy Notice

This notice describes the Fund’s privacy policy. The Fund is committed to protecting the personal information that it collects about individuals who are prospective, former or current investors. The Fund collects personal information (“Personal Information”) for business purposes, such as to process requests and transactions, to maintain accounts, and to provide customer service. Personal Information is obtained from the following sources:

•

Investor applications and other forms, which may include your name(s), address, social security number or tax identification number;

•

Written and electronic correspondence, including telephone contacts; and

•

Transaction history, including information about the Fund’s transactions and balances in your accounts with the Fund or its affiliates or other holdings of the Fund and any affiliation with the Adviser and its subsidiaries.

The Fund limits access to Personal Information to those employees and service providers who need to know that information for business purposes. Employees are required to maintain and protect the confidentiality of Personal Information. The Adviser, on behalf of the Fund, maintains written policies and procedures that address physical, electronic and administrative safeguards designed to protect Personal Information.

The Fund may share Personal Information described above with the Adviser and its various other affiliates or service providers for business purposes, such as to facilitate the servicing of accounts. The Fund may share the Personal Information described above for business purposes with a non-affiliated third party only as authorized by exceptions to Regulation S-P’s opt-out requirements, for example, if it is necessary to effect, administer, or enforce a transaction that an investor requests or authorizes; (ii) in connection with processing or servicing a financial product or service an investor requests or authorizes; and (iii) in connection with maintaining or servicing the investor’s account with the Fund. The Fund also may disclose Personal Information to regulatory authorities or otherwise as permitted by law. The Fund endeavors to keep its customer files complete and accurate. The Fund should be notified if any information needs to be corrected or updated.

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Shareholder Letter

March 31, 2025 (Unaudited)

Dear Shareholders,

As we reflect on the fiscal year concluding March 31, 2025, and look ahead, our outlook on the private real estate markets remains optimistic, and we believe the Versus Capital Real Estate Fund (“the Fund”) is well-positioned to capitalize on potential recovery gains.

Throughout the fiscal year ending March 31, 2025, the institutional real estate market continued to navigate a challenging and evolving landscape. Following a prolonged period of elevated interest rates, initiated by a rapid quantitative tightening cycle beginning in 2022 which significantly pressured real estate valuations, the Federal Reserve adopted a more accommodative policy stance. Over the fiscal year, it implemented rate cuts totaling 100 basis points. These reductions, coupled with expectations of continued easing, provide supportive tailwinds for institutional real estate. Although overall transaction volumes remained subdued throughout the fiscal year due to ongoing caution and uncertainty, the latter half of 2024 and early 2025 saw notable improvements in the more favored property sectors.

The Fund’s private real estate portfolio generated a net return of +1.50% during the fiscal year ended March 31, 2025, outperforming the NCREIF-ODCE Index – Equal Weight which returned +0.78% net of expenses. Positive performance was driven by sectors such as data centers, grocery-anchored retail, and industrial. In contrast, office properties remained the weakest segment, weighed down by deterioration in market fundamentals. In the Fund’s private portfolio, the strategic underweight to the office sector is now down to just 4.50% in traditional office, which was a contributor to its relative outperformance. Additionally, the Fund’s public securities portfolio delivered a strong +11.00% return over the trailing one-year period, exceeding the +9.23% return of the FTSE NAREIT All Equity REITs Index. For the fiscal year ending March 31, 2025, the Fund achieved a net return of +1.22% over the trailing twelve months, compared to a +7.43% return for the S&P Real Assets Index. Over the medium term, the Fund generated annualized net returns of +2.34% over five years and +3.73% over ten years, versus the S&P Real Assets Index returns of +8.57% and +3.72%, respectively, over the same periods. We believe the Fund has demonstrated solid long-term performance and consistently generated attractive risk-adjusted returns. It is important to note that comparisons to the S&P Real Assets Index should account for key structural differences. The Fund invests in both private and public real estate assets, while the Index includes only publicly traded securities and also has broader real asset exposures such as infrastructure, commodities, and forestry.

Performance Disclosure: Quoted performance is net of all fees and expenses. Past performance does not guarantee future results. The performance data quoted represents past performance and future returns may be lower or higher. Total return figures include change in share price, reinvestment of dividends and capital gains. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Performance data current to the most recent month end may be obtained by calling 877-200-1878.

During the fiscal year, real estate space market fundamentals remained generally healthy across most sectors, although there was a modest softening from the historical highs seen in prior years. Additionally, capital markets continued to improve throughout the fiscal year which was reflected by the NCREIF-ODCE Index recording its third straight positive total gross quarterly returns in Q1 2025. Although property values adjusted downward from their peaks and cap rates widened, valuations now often sit well below replacement cost which we see as an encouraging sign that the market is likely past the repricing phase.

The post-pandemic real estate landscape has continued to run in a “dual-track” environment: strong property-level performance alongside a repricing in capital market metrics. While new supply has increased, particularly in multifamily and industrial sectors, substantial absorption and sustained demand highlight the long-term demographic and structural tailwinds. We also expect the current headwinds facing new development, such as high financing costs, labor shortages, and rising material prices, to ultimately support current asset owners by slowing future supply and potentially boosting rents and net operating income. While the market is dynamic, the Fund, like all risk assets, faces risks from market fluctuations, high interest rates, and asset illiquidity, particularly given the Fund’s investments in private investment funds with limited withdrawal options. Although our house-view is that the real estate repricing cycle is largely complete and more liquidity is poised to come into the market, there could be geopolitical events and macroeconomic shifts that could further impact valuations. To manage risk, the Fund’s portfolio management team emphasizes diversification, maintains low Fund-level leverage and maintains a sizeable portion of the portfolio in public securities for liquidity.

Our portfolio strategy reflects a focus on resilient income and durable growth. We’ve maintained significant exposure to industrial and multifamily assets, while also increasing our exposure to investments in alternative sectors like data centers, senior housing, and student housing. At the same time, we’ve further reduced our allocation to traditional office properties. These capital shifts reflect our conviction in sectors offering stronger risk-adjusted returns.

Lastly, during the fiscal year, the Fund secured approximately $151 million in new investor inflows while fulfilling $435 million in shareholder redemption requests. The Fund’s portfolio management team continuously evaluates capital sources and uses to maintain ample liquidity and ensure alignment with our strategic investment allocations. To enhance the Fund’s liquidity profile and meet ongoing quarterly cash needs, we have proactively submitted redemption requests across several existing private fund investments. Encouragingly, many of these underlying private funds are beginning to see a meaningful shift toward slowing redemption requests and increasing redemption request recissions and new capital commitments from both new and existing limited partners. Looking ahead, we expect improved liquidity from private funds throughout 2025, driven by anticipated asset sales that are projected to support larger redemption payments. As capital is recycled, we remain committed in our disciplined and strategic approach to deploying it into high-conviction real estate opportunities.

1

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Shareholder Letter

March 31, 2025 (Unaudited) (continued)

Your continued investment and trust in our Fund is highly valued. We are privileged to manage your investments and are excited about the opportunities that lie ahead. Thank you for your ongoing commitment and partnership.

Sincerely,

Mark Quam

Chief Executive Officer

Versus Capital Advisors LLC

2

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Fund Performance

March 31, 2025 (Unaudited)

Average Annual Total Returns(a) for the periods ended March 31, 2025

1 Year 5 Year 10 Year 

Versus Capital Real Estate Fund LLC(b)

1.22% 2.34% 3.73% 

S&P Real Assets Index(c)

7.43% 8.57% 3.72% 

Growth of $10,000 for periods ended March 31, 2025(a),(b)

This graph shows the change in value of a hypothetical investment of $10,000 in the Fund made on March 31, 2015 for the years indicated. For comparison, the same investment is shown in the indicated index.

(a)

Past performance is not indicative of future results. Current performance may be lower or higher than performance in historical periods.

(b)

Total return is calculated using the net asset value of the Fund on the beginning and ending date of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at the Fund’s net asset value. The Fund intends to make regular quarterly distributions to shareholders. The level of quarterly distributions is not fixed. Each distribution is based upon both actual and estimated cash flows received from the Fund’s investments as well as the tax requirements under which it operates and therefore may ultimately include returns of capital. Returns are not annualized for periods of less than one year. Brokerage commissions that a shareholder may pay are not reflected. Total return does not reflect the deduction of taxes that a shareholder may pay on Fund distributions or the repurchase of Fund shares. The Fund’s gross expense ratio as of its Prospectus dated July 29, 2024 was 1.38%.

(c)

The index is unmanaged and is not available for direct investment. Its performance does not reflect the expenses associated with the active management of a portfolio.

3

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Fund Performance

March 31, 2025 (Unaudited) (continued)

Definitions & Index Descriptions

Capitalization Rate (often abbreviated to “cap rate”) - A property’s Net Operating Income (NOI) divided by its purchase price. The cap rate indicates what percentage of the purchase price is returned to the buyer each year by property’s NOI.

FTSE NAREIT All Equity REITs Index - the index is a free-float adjusted, market capitalization-weighted index that tracks the performance of U.S. equity real estate investment trusts (REITs). It includes all tax-qualified REITs with more than 50% of total assets invested in qualifying real estate assets other than mortgages secured by real property. This index excludes mortgage REITs, timber REITs, and infrastructure REITs, focusing solely on com-panies that own and operate income-producing real estate across various sectors such as residential, retail, industrial, office, and specialized properties.

NCREIF Open-End Diversified Core Equity (ODCE) Index - this index is a benchmark that tracks the performance of open-end commingled real estate funds that invest primarily in core properties in the United States. The NCREIF ODCE Equal Weight ODCE Index reflects the average performance of all eligible open-end core real estate funds that meet the ODCE inclusion criteria, where each fund is given equal weight in the calculation—regardless of its size.

S&P Real Assets Index - is an unmanaged index designed to measure global property, infrastructure, commodities, and inflation-linked bonds using liquid and investable component indices that track public equities, fixed income, and futures. It is not possible to invest directly in an index.

An investment in the Fund is subject to a high degree of risk. These risks include, but are not limited to, the following: Real estate entails special risks, including tenant default, environmental problems, and adverse changes in local economies. The yield from an underlying investment fund could be significantly reduced if it fails to qualify as a REIT (real estate investment trust) for tax purposes. The Fund is “non-diversified” under the Investment Company Act of 1940. Changes in the market value of a single holding may cause greater fluctuation in the Fund’s net asset value than in a “diversified” fund. The Fund is not intended as a complete investment program but instead as a way to help investors diversify into real estate. Diversification does not ensure a profit or guarantee against a loss. A multi-manager strategy involves certain risks. For example, it is possible that some Investment Managers may take similar market positions, thereby interfering with the Fund’s investment goal. The Fund and underlying Investment Managers may borrow as an investment strategy, up to one third of the Fund’s gross asset value. Borrowing presents opportunities to increase the Fund’s return, but potentially increases the losses as well. The Adviser and Investment Managers manage portfolios for themselves and other clients. A conflict of interest between the Fund and these other parties may arise which could disadvantage the Fund. For example, a suitable but limited investment opportunity might be allocated to another client rather than to the Fund. The Fund does not intend to list its Shares on any securities exchange during the offering period, and a secondary market in the Shares is not expected to develop. There is no guarantee that shareholders will be able to sell all of their tendered shares during a quarterly repurchase offer. An investment is not suitable for investors that require liquidity, other than through the Fund’s repurchase policy. You should not expect to be able to sell your Shares other than through the Fund’s repurchase policy, regardless of how the Fund performs.

4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Versus Capital Real Estate Fund LLC

Opinion on the financial statements

We have audited the accompanying statement of assets and liabilities of Versus Capital Real Estate Fund LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC) (the “Fund”), including the portfolio of investments, as of March 31, 2025, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”) and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2025, the results of its operations and its cash flows for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2025, by correspondence with the custodian, underlying fund managers and brokers; when replies were not received, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Fund’s auditor of one or more investment companies in the Fund’s investment company group since 2011.

Philadelphia, Pennsylvania

May 29, 2025

5

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Portfolio of Investments – March 31, 2025

Shares

Value

Private Investment Funds(a) - 83.9%

Diversified – 83.9%

3,394

AEW Core Property (U.S.) LP

$ 3,485,667
—

AEW Value Investors US LP(b)(c)

46,356,268
48,948,943

CBRE U.S. Core Partners LP

78,090,697
155,048,263

CBRE U.S. Logistics Partners LP(b)

209,867,796
48,621

Clarion Gables Multifamily Trust LP

69,171,201
103,851

Clarion Lion Properties Fund LP

153,890,499
—

DigitalBridge AI Infrastructure B LP(b)(d)

15,827,772
—

DigitalBridge AI Infrastructure D LP(b)(e)

25,031,542
75,037

GI Partners ETS Fund(b)

84,199,999
66,554

Harrison Street Core Property Fund LP

94,659,393
85,958

Heitman America Real Estate Trust LP

106,094,907
64,150

Heitman Core Real Estate Debt Income Trust LP

50,608,362
49,852

Hines European Property Partners(b)

77,238,989
839

Invesco Core Real Estate USA LP

145,910,985
492,050

Invesco Real Estate Asia Fund

52,999,233
96,415

RREEF America II LP

12,138,645
—

Sagard Real Estate - US Property Fund(b)(f)

101,468,559
16,390

TA Realty Core Property Fund LP

21,088,513
2,019

Trumbull Property Fund LP

17,612,543
929

Trumbull Property Income Fund LP

11,214,447
—

US Government Building Open-End Feeder LP(g)

40,905,416
—

USGBF Alpha Feeder LP(h)(i)

26,454,376
58,284

Walton Street Real Estate Core-Plus Fund LP(b)

65,654,647

Total Private Investment Funds

1,509,970,456

(Cost $1,485,500,799)

Common Stocks - 17.5%

Apartments/Single Family Residential – 3.6%

193,486

American Homes 4 Rent, Class A Shares, REIT

7,315,706
35,616

AvalonBay Communities, Inc., REIT

7,643,906
68,372

Camden Property Trust, REIT

8,361,895
223

Comforia Residential REIT, Inc. (Japan)

392,491
617

Daiwa House REIT Investment Corp. (Japan)

974,817
167,424

Equity Residential, REIT

11,984,210
9,353

Essex Property Trust, Inc., REIT

2,867,349
67,000

InterRent Real Estate Investment Trust, REIT (Canada)

525,180
3,634

Invincible Investment Corp., REIT (Japan)

1,531,310
357,925

Invitation Homes, Inc., REIT

12,473,686
615

Nippon Accommodations Fund, Inc., REIT (Japan)

446,710
66,870

Realty Income Corp., REIT

3,879,129
138,205

UDR, Inc., REIT

6,242,720
100,881

UNITE Group, PLC (The), REIT (United Kingdom)

1,061,629
65,700,738

Diversified – 3.6%

6,878

American Tower Corp., REIT

1,496,653
191,280

Broadstone Net Lease, Inc., REIT

3,259,411
493,580

Cromwell European Real Estate Investment Trust, REIT (Singapore)

800,014
902,411

Digital Core REIT Management Pte, Ltd. (Singapore)

476,406
83,874

Digital Realty Trust, Inc., REIT

12,018,305
20,632

Equinix, Inc., REIT

16,822,301
89,655

Gaming and Leisure Properties, Inc., REIT

4,563,440
645,800

Keppel DC REIT (Singapore)

1,028,768
377,692

Mercialys SA, REIT (France)

4,737,147
157,049

Merlin Properties Socimi SA, REIT (Spain)

1,675,181
1,306,926

Mirvac Group, REIT (Australia)

1,721,096
2,091

Sekisui House Reit, Inc. (Japan)

1,112,101
838,312

Stockland, REIT (Australia)

2,586,659

Shares

Value

Diversified - (continued)

318,292

VICI Properties, Inc., REIT

$    10,382,685
57,050

Warehouses De Pauw SCA, REIT (Belgium)

1,352,436
64,032,603

Health Care – 3.3%

186,627

American Healthcare REIT, Inc

5,654,798
66,600

Chartwell Retirement Residences (Canada)

776,587
201,100

Healthcare Realty Trust, Inc., REIT

3,398,590
518,742

Healthpeak Properties, Inc., REIT

10,488,963
14,111

National Health Investors, Inc., REIT

1,042,239
355,437

Sabra Health Care REIT, Inc.

6,209,485
338,386

Ventas, Inc., REIT

23,267,421
56,119

Welltower, Inc., REIT

8,597,992
59,436,075

Hotels – 0.3%

361,747

Host Hotels & Resorts, Inc., REIT

5,140,425
2,234

Japan Hotel REIT Investment Corp. (Japan)

1,081,546
6,221,971

Office Properties – 0.4%

35,600

Allied Properties Real Estate Investment Trust, REIT (Canada)

405,465
    310,345

Brandywine Realty Trust, REIT

1,384,139
69,906

BXP, Inc., REIT

4,696,984
24,647

COPT Defense Properties, REIT

672,123
27,108

Cousins Properties, Inc., REIT

799,686
7,958,397

Real Estate Operation/Development – 0.4%

487,000

Hongkong Land Holdings, Ltd. (Hong Kong)

2,099,162
368,300

Mitsui Fudosan Co., Ltd. (Japan)

3,298,155
852,447

Qualitas Real Estate Income Fund (Australia)

846,916
658,993

Qualitas, Ltd. (Australia)

979,097
7,223,330

Regional Malls – 0.7%

115,538

Klepierre SA, REIT (France)

3,867,257
226,845

Macerich Co. (The), REIT

3,894,929
27,155

Simon Property Group, Inc., REIT

4,509,902
12,272,088

Residential – 0.5%

69,681

Sun Communities, Inc., REIT

8,963,764

Shopping Centers – 1.2%

57,156

Federal Realty Investment Trust, REIT

5,591,000
221,015

Kimco Realty Corp., REIT

4,694,359
287,999

Kite Realty Group Trust, REIT

6,442,538
301,018

Link, REIT (Hong Kong)

1,410,622
87,470

NETSTREIT Corp., REIT

1,386,399
30,161

Regency Centers Corp., REIT

2,224,675
21,749,593

Storage – 1.0%

120,785

CubeSmart, REIT

5,158,727
31,931

Extra Space Storage, Inc., REIT

4,741,434
21,662

Public Storage, REIT

6,483,220
103,692

Safestore Holdings PLC, REIT (United Kingdom)

825,583
17,208,964

Warehouse/Industrial – 2.5%

98,445

Americold Realty Trust, Inc., REIT

2,112,630
268,454

Centuria Industrial, REIT (Australia)

485,119
646

CRE Logistics, Inc., REIT (Japan)

626,455
73,900

Dream Industrial Real Estate Investment Trust, REIT (Canada)

580,293
151,000

ESR Kendall Square, REIT, Co., Ltd. (South Korea)

483,143

See accompanying notes to financial statements.

6

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Portfolio of Investments – March 31, 2025 (continued)

Shares

Value

Warehouse/Industrial - (continued)

212,879

Goodman Group, REIT (Australia)

$ 3,820,463
493,900

Mapletree Industrial Trust, REIT (Singapore)

770,307
825

Mitsubishi Estate Logistics Investment Corp., REIT (Japan)

632,552
259,100

Nexus Industrial, REIT (Canada)

1,236,939
26,867

Plymouth Industrial REIT, Inc., REIT

437,932
185,888

Prologis, Inc., REIT

20,780,420
276,870

Rexford Industrial Realty, Inc., REIT

10,839,460
201,060

Segro, PLC, REIT (United Kingdom)

1,798,247
339,573

Tritax Big Box REIT, PLC (United Kingdom)

616,201
45,220,161

Total Common Stocks

315,987,684

(Cost $293,081,591)

Preferred Stocks - 1.3%

Apartments/Single Family Residential – 0.0%

American Homes 4 Rent, REIT,

17,300

Series G, 5.88%

384,060
24,239

Series H, 6.25%

572,525
956,585

Diversified – 0.1%

19,035

Armada Hoffler Properties, Inc., REIT, Series A, 6.75%

419,532

Digital Realty Trust, Inc., REIT,

10,210

Series J, 5.25%

213,797
19,475

Series L, 5.20%

391,837
1,025,166

Hotels – 0.3%

65,300

Chatham Lodging Trust, REIT, Series A, 6.63%

1,285,757
58,185

DiamondRock Hospitality Co., REIT, 8.25%

1,441,242
58,390

Pebblebrook Hotel Trust, REIT,
Series G, 6.38%

1,034,087
41,305

Series H, 5.70%

673,685

Sunstone Hotel Investors, Inc., REIT,

15,575

Series H, 6.13%

308,229
45,590

Series I, 5.70%

844,327
5,587,327

Office Properties – 0.3%

103

Highwoods Properties, Inc., REIT, Series A, 8.63%

107,808
59,338

SL Green Realty Corp., REIT, Series I, 6.50%

1,331,545

Vornado Realty Trust, REIT,

20,540

Series L, 5.40%

346,510
86,404

Series M, 5.25%

1,411,841
29,465

Series N, 5.25%

486,467
96,176

Series O, 4.45%

1,407,055
5,091,226

Shopping Centers – 0.3%

17,550

Kimco Realty Corp., REIT, Series N, 7.25%

1,055,632

Regency Centers Corp., REIT,

80,806

Series A, 6.25%

1,886,012
60,443

Series B, 5.88%

1,324,911

Saul Centers, Inc., REIT,

8,400

Series D, 6.13%

175,476
28,408

Series E, 6.00%

585,489
5,027,520

Storage – 0.2%

12,655

National Storage Affiliates Trust, REIT, Series A, 6.00%

277,018

Public Storage, REIT,

17,980

Series G, 5.05%

376,142
86,941

Series H, 5.60%

1,993,557

Shares

Value

Storage - (continued)

9,855

Series J, 4.70%

$ 192,074
39,775

Series P, 4.00%.

646,741
3,485,532

Telecommunication – 0.0%

22,905

DigitalBridge Group, Inc., Series I, 7.15%

536,206

Warehouse/Industrial – 0.1%

45,250

Rexford Industrial Realty, Inc., REIT, Series C, 5.63%

984,188

Total Preferred Stocks

22,693,750

(Cost $26,274,232)

Short-Term Investment - 0.8%

 14,397,803

Fidelity Investments Money Market Treasury Portfolio, Institutional Share Class 4.24%

14,397,803

(Cost $14,397,803)

Total Investments - 103.5%

1,863,049,693

(Cost $1,819,254,425)

Liabilities in excess of Other Assets - (3.5)%

(62,595,420 )

Net Assets - 100.0%

$  1,800,454,273
(a)

Restricted Securities.

(b)

The Fund owns more than 5.0% of the Private Investment Fund, but has contractually limited its voting interests to less than 5.0% of total voting interests.

(c)

Partnership is not designated in units. The Fund owns approximately 24.6% of this Fund.

(d)

Partnership is not designated in units. The Fund owns approximately 6.3% of this Fund.

(e)

Partnership is not designated in units. The Fund owns approximately 9.4% of this Fund.

(f)

Partnership is not designated in units. The Fund owns approximately 8.5% of this Fund.

(g)

Partnership is not designated in units. The Fund owns approximately 1.7% of this Fund.

(h)

Partnership is not designated in units. The Fund owns approximately 38.2% of this Fund.

(i)

The Fund owns more than 25% of the Private Investment Fund, but has contractually limited its voting interests to less than 5% of total voting interests.

Portfolio Abbreviations:

LP - Limited Partnership

PLC - Public Limited Company

REIT - Real Estate Investment Trust

See accompanying notes to financial statements.

7

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Portfolio of Investments – March 31, 2025 (concluded)

Industry % of Net
  Assets  

Diversified

87.6 %

Apartments/Single Family Residential

3.6 %

Health Care

3.3 %

Warehouse/Industrial

2.6 %

Shopping Centers

1.5 %

Storage

1.2 %

Short-Term Investment

0.8 %

Office Properties

0.7 %

Regional Malls

0.7 %

Hotels

0.6 %

Residential

0.5 %

Real Estate Operation/Development

0.4 %

Telecommunication

0.0 %

Liabilities in excess of Other Assets

   (3.5 )%

Total

100.0 %

See accompanying notes to financial statements.

8

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Statement of Assets and Liabilities

March 31, 2025

ASSETS:

Investments:

Investments in securities at cost

$ 1,819,254,425

Investments net unrealized appreciation

43,795,268

Total investments in securities, at fair value

1,863,049,693

Cash

65,626

Foreign currency (Cost $70,532)

71,546

Receivables for:

Dividends and interest

10,566,897

Fund shares sold

598,159

Reclaims

69,999

Investments sold

20,517,923

Total receivables

31,752,978

Prepaid expenses

86,865

Total Assets

1,895,026,708

LIABILITIES:

Payables for:

Loan payable

88,000,000

Adviser fees

4,809,090

Investments purchased

728,549

Interest and Line of Credit fees

444,541

Administrative fees

185,367

Professional fees

137,195

Transfer agent fees

68,450

Custodian fees

30,100

Accrued expenses and other liabilities

169,143

Total Liabilities(a)

94,572,435

NET ASSETS

$ 1,800,454,273

NET ASSETS consist of:

Paid-in capital

$ 1,724,870,255

Total distributable earnings (losses)

75,584,018

TOTAL NET ASSETS

$ 1,800,454,273

Net Assets

$ 1,800,454,273

Shares of beneficial interest outstanding (unlimited authorization)

74,128,107

Net asset value price per share (Net Assets/Shares Outstanding)

$ 24.29
(a)

See Note 10. Restricted Securities for detail of Commitments and Contingencies related to unfunded commitments.

See accompanying notes to financial statements.

9

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Statement of Operations

For the Year Ended March 31, 2025

Investment Income:

Dividends

$ 62,048,210

Interest income

1,207,296

Less: foreign taxes withheld

(253,850 )

Total Investment Income

63,001,656

Expenses:

Adviser fees (Note 4)

20,591,047

Interest and Line of Credit fees (Note 9)

4,921,817

Professional fees

877,361

Administration fees

687,099

Shareholder reporting fees

425,815

Directors’ fees (Note 4)

316,741

Transfer agent fees

276,479

Custodian fees

163,690

Insurance fees

105,973

Registration fees

47,660

Other expenses

108,131

Total Expenses

28,521,813

Net Investment Income

34,479,843

Net Realized and Unrealized Gain (Loss) on Investments:

Net realized gain on investments

3,945,739

Net realized gain on forward foreign currency transactions

4,228

Net realized loss on foreign currency transactions

(4,912 )

Net change in unrealized depreciation on investments and foreign currency

(14,807,229 )

Net Realized and Unrealized Loss on Investments

(10,862,174 )

Net Increase in Net Assets Resulting from Operations

$ 23,617,669

See accompanying notes to financial statements.

10

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Statements of Changes in Net Assets

Year Ended
March 31, 2025

Year Ended
March 31, 2024

Increase (Decrease) in Net Assets:

From Operations:

Net investment income

$ 34,479,843 $ 43,125,130

Net realized gain (loss) on investments and foreign currency transactions

3,945,055 (70,439,777 )

Net change in unrealized appreciation/depreciation on investments and foreign currency

(14,807,229 ) (170,718,519 )

Net Increase (Decrease) in Net Assets Resulting From Operations

23,617,669 (198,033,166 )

Distributions to Shareholders from:

Net investment income and net realized gains

(43,289,498 ) —

Return of capital

(37,989,600 ) (97,194,956 )

Total Distributions

(81,279,098 ) (97,194,956 )

Capital Share Transactions:

Shares issued

151,132,461 187,284,728

Reinvested dividends

10,964,156 14,104,243

Shares redeemed

(435,321,589 ) (498,643,278 )

Net Decrease in Net Assets

Resulting From Capital Share Transactions

(273,224,972 ) (297,254,307 )

Total Decrease in Net Assets

(330,886,401 ) (592,482,429 )

Net Assets:

Beginning of year

$ 2,131,340,674 $ 2,723,823,103

End of year

$ 1,800,454,273 $ 2,131,340,674

Share Transactions:

Shares sold

6,127,257 7,055,460

Shares issued in reinvestment of dividends

446,308 528,551

Shares redeemed

(17,732,150 ) (18,779,921 )

Net Decrease in Shares of Beneficial Interest Outstanding

(11,158,585 ) (11,195,910 )

See accompanying notes to financial statements.

11

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Statement of Cash Flows

For the Year Ended March 31, 2025

Cash Flows Provided by Operating Activities:

Net increase in net assets resulting from operations

$ 23,617,669

Adjustments to Reconcile Net Increase in Net Assets Resulting

From Operations to Net Cash Provided by Operating Activities:

Purchases of investment securities

(256,023,840 )

Proceeds from disposition of investment securities

471,864,730

Net sales of short-term investment securities

12,563,777

Net change in unrealized appreciation/depreciation on investments and foreign currency

14,807,229

Net realized gain from investments sold and foreign currency transactions

(3,945,055 )

Net amortization/(accretion) of premium/(discount)

(1,613 )

Decrease in dividends and interest receivable

2,490,827

Increase in reclaims receivable

(25,020 )

Increase in prepaid expenses

(3,369 )

Decrease in Adviser fees payable

(789,076 )

Increase in Interest and Line of Credit fees payable

444,541

Increase in administrative fees payable

56,923

Decrease in professional fees payable

(142,044 )

Decrease in custodian fees payable

(8,079 )

Increase in transfer agent fees payable

4,266

Decrease in accrued expenses and other liabilities

(31,312 )

Net Cash Provided by Operating Activities

264,880,554

Cash Flows From Financing Activities:

Proceeds from line of credit

268,000,000

Repayment of line of credit

(180,000,000 )

Proceeds from shares issued

151,361,172

Payments of shares redeemed

(435,321,589 )

Dividends paid (net of reinvestment of dividends)

(70,314,942 )

Net Cash Used by Financing Activities

(266,275,359 )

Effect of exchange rate changes on foreign currency

2,513

Net Decrease in Cash

(1,392,292 )

Cash and Foreign Currency:

Beginning of year

1,529,464

End of year

$ 137,172

Supplemental Disclosure of Cash Flow Information:

Interest and Line of Credit fees paid during the year

$ 4,553,498

Reinvestment of dividends

10,964,156

See accompanying notes to financial statements.

12

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Financial Highlights

Year Ended
March 31, 2025
Year Ended
March 31, 2024
Year Ended
March 31, 2023
Year Ended
March 31, 2022
Year Ended
March 31, 2021

Net Asset Value, Beginning of Year

$ 24.99 $ 28.23 $ 31.42 $ 27.57 $ 26.95

Income from Investment Operations:

Net investment income(a)

0.44 0.48 0.55 0.56 0.56

Net realized and unrealized gain (loss)

(0.14) (2.67) (2.58) 5.20 1.12

Total from investment operations

0.30 (2.19) (2.03) 5.76 1.68

Less Distributions to Shareholders from:

Distribution from net investment income and net realized gains

(0.53) — (0.62) (1.82)(b) (0.86)

Return of Capital

(0.47) (1.05) (0.54) (0.09) (0.20)

Total Distributions

(1.00) (1.05) (1.16) (1.91) (1.06)

Net Asset Value, End of Year

$ 24.29 $ 24.99 $ 28.23 $ 31.42 $ 27.57

Total Return Based On Net Asset Value

1.22 % (8.06 )% (5.92 )% 21.04 % 6.00 %

Ratios and Supplemental Data

Net assets, end of year (000’s)

$ 1,800,454 $ 2,131,341 $ 2,723,823 $ 3,213,495 $ 2,496,261

Ratios of gross expenses to average net assets

1.46 % 1.38 % 1.25 % 1.24 % 1.20 %

Ratios of net expenses to average net assets

1.46 % 1.38 % 1.25 % 1.24 % 1.20 %

Ratios of net investment income to average net assets

1.77 % 1.80 % 1.81 % 1.90 % 2.09 %

Portfolio turnover rate

12.88 % 8.84 % 24.11 % 33.66 % 26.19 %
(a)

Per Share amounts are calculated based on average outstanding shares.

(b)

Includes one-time distribution of net realized gains of $0.74 per share paid on December 29, 2021.

See accompanying notes to financial statements.

13

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025

NOTE 1. ORGANIZATION

Versus Capital Real Estate Fund LLC (the “Fund”, formerly named Versus Capital Multi-Manager Real Estate Income Fund LLC) is a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval fund. The Fund’s primary investment objective is to seek consistent current income, while its 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 (the “Investment Managers”) with expertise in managing portfolios of real estate and real estate-related investments. The Fund is authorized to issue an unlimited number of shares of beneficial interest without par value and has registered an indefinite number of shares under the Securities Act of 1933. The Fund’s investment adviser is Versus Capital Advisors LLC (the ‘‘Adviser’’).

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

Investment Income and Securities Transactions - Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Dividend income is recorded net of applicable withholding taxes. Interest income is accrued daily. Premiums and discounts are amortized or accreted on an effective yield method on fixed income securities. Dividend income from REIT investments is recorded using management’s estimate of the percentage of income included in distributions received from such investments based on historical information and other industry sources. The return of capital portion of the estimate is a reduction to investment income and a reduction in the cost basis of each investment which increases net realized gain (loss) and net change in unrealized appreciation (depreciation). If the return of capital distributions exceed its cost basis, the distributions are treated as realized gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts. The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and reclaims as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which the Fund invests. Securities are accounted for on a trade date basis. The cost of securities sold is determined and gains (losses) are based upon the specific identification method.

Foreign Currency - Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates at 4:00 p.m. U.S. ET (Eastern Time). Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses). Realized gains (losses) and unrealized appreciation (depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, and are included with the net realized and net change in unrealized gain or loss on investment securities.

Dividends and Distributions to Shareholders - The Fund will make regular quarterly distributions to shareholders of all or a portion of any dividends or investment income it earns on investments. In addition, the Fund will make regular distributions to the shareholders of all or a portion of capital gains distributed to the Fund by Investment Funds and capital gains earned by the Fund from the disposition of Investment Funds or other investments, together with any dividends or interest income earned from such investments. A portion of any distribution may be a return of capital or from other capital sources. Dividends and distributions to shareholders are recorded on the ex-dividend date.

All distributions paid by the Fund will be reinvested in additional Shares of the Fund unless a shareholder affirmatively elects not to reinvest in Shares. Shareholders may elect initially not to reinvest by indicating that choice in writing to the Fund’s transfer agent. Thereafter, shareholders are free to change their election by contacting the Fund’s transfer agent (or, alternatively, by contacting the selling agent that sold such shareholder its Shares, who will inform the Fund). Shares purchased by reinvestment will be issued at their NAV on the ex-dividend date. There is no sales load or other charge for Shares received by reinvestment. The Fund reserves the right to suspend or limit at any time the ability of shareholders to reinvest distributions. The automatic reinvestment of distributions does not relieve participants of any U.S. federal income tax that may be payable (or required to be withheld) on such distributions.

U.S. Federal Income Tax Information - The Fund intends to qualify each year as a “regulated investment company” under the Internal Revenue Code of 1986, as amended. By so qualifying, the Fund will not be subject to federal income taxes to the extent that it distributes substantially all of its net investment income and any realized capital gains. This policy may cause multiple distributions during the course of the year, which are recorded on the ex-dividend date.

As of and during the year ended March 31, 2025, the Fund did not have a liability for any unrecognized tax obligations. The Fund recognizes interest and penalties, if any, related to unrecognized tax obligations as income tax expense in the statement of operations. During the year, the Fund did not incur any interest or penalties. The Fund identifies its major tax jurisdiction as U.S. Federal. Tax returns filed within the prior three years generally remain subject to examination by federal and state tax authorities when applicable statutes of limitations have not expired.

Dividends from net investment income and distributions from realized gains are determined in accordance with federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts at fiscal year-end based on the tax treatment; temporary differences do not require

14

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

such reclassification. As of March 31, 2025, permanent differences identified and reclassified among the components of net assets were to increase undistributed net investment income by approximately $47,248,000, to decrease accumulated net realized gain by approximately $7,627,000 and to decrease paid-in-capital by approximately $39,621,000.

For the year ended March 31, 2025, tax character of the distribution paid by the Fund was approximately $15,611,000 of ordinary income dividends, approximately $27,679,000 of long-term capital gains and approximately $37,990,000 of return of capital. For the year ended March 31, 2024, tax character of the distribution paid by the Fund was approximately $0 of ordinary income dividends, approximately $0 of long-term capital gains and approximately $97,195,000 of return of capital. Distribution from net investment income and short-term capital gains are treated as ordinary income for federal income tax purposes.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses. As of March 31, 2025, the Fund had no capital loss carryovers available to offset future capital gains

Under federal tax law, capital and qualified ordinary losses realized after October 31 and December 31, respectively, may be deferred and treated as having arisen on the first day of the following fiscal year. For the year ended March 31, 2025, the Fund had no qualified late year losses.

As of March 31, 2025, the gross unrealized appreciation and depreciation and net unrealized appreciation on a tax basis were approximately $143,570,000, $(67,986,000) and $75,584,000, respectively. The aggregate cost of securities for federal income tax purposes at March 31, 2025, was approximately $1,787,465,000. As of March, 31 2025, the Fund had undistributed ordinary income and undistributed long-term capital gains of $0 and $0 respectively.

Guarantees and Indemnifications - In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown and this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund would expect the risk of loss to be remote.

Use of Estimates - The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

NOTE 3. SECURITIES VALUATION

The Board of Directors (the “Board”) has established procedures (the “Procedures”) pursuant to which the Fund prices its securities, consistent with Sections 2(a)(5) and 2(a)(41) of the 1940 Act, as follows:

Publicly Traded Securities - Investments in securities that are listed on the New York Stock Exchange (the “NYSE”) are valued, except as indicated below, at the official closing price reflected at the close of the NYSE on the business day as of which such value is being determined. If there has been no published closing price on such day, the securities are valued at the mean of the closing bid and ask prices for the day or, if no ask price is available, at the bid price. Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Securities traded on more than one securities exchange are valued at the closing price of the exchange representing the principal market for such securities on the business day as of which such value is being determined. If, after the close of a domestic or foreign market, but prior to the close of business on the day the securities are being valued, market conditions change significantly, the domestic or foreign securities may be fair valued pursuant to the Procedures.

Securities traded in the over-the-counter market, such as fixed-income securities and certain equities, including listed securities whose primary market is believed by Versus Capital Advisors LLC (the “Adviser”) to be over-the-counter, are valued at the official closing prices as reported by sources as the Board deems appropriate to reflect their fair market value. If there has been no official closing price on such day, the securities are valued at the mean of the closing bid and ask prices for the day or, if no ask price is available, at the bid price. Fixed-income securities typically will be valued on the basis of prices provided by a pricing service, generally an evaluated price or the mean of closing bid and ask prices obtained by the pricing service, when such prices are believed by the Adviser to reflect the fair market value of such securities.

Short-term debt securities, which have a maturity date of 60 days or less, are valued at amortized cost, which approximates fair value.

Investments in open-end mutual funds are valued at their closing Net Asset Value (“NAV”).

Securities for which market prices are unavailable, or securities for which the Adviser determines that the market quotation is unreliable, will be valued at fair value pursuant to the Procedures. In these circumstances, the Adviser determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security and developments in the markets. The Fund’s use of fair value pricing may cause the NAV of the Shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of such security.

Private Investment Funds - The Fund typically values its investments in each Private Investment Fund according to the value reported by each Private Investment Fund’s quarterly NAV statement. The Fund also reviews this information for reasonableness based on its knowledge of current market conditions and the individual characteristics of each Private Investment Fund and may clarify or validate the reported information with the applicable

15

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

manager of the Private Investment Fund. The valuation for each Private Investment Fund is individually updated as soon as the Fund completes its reasonableness review, including any necessary information validations with the manager of the Private Investment Fund, and typically within 45 calendar days after the end of each quarter for all Private Investment Funds. The Fund may conclude, in certain circumstances, that the information provided by any such manager does not represent the fair value of the Fund’s investment in a Private Investment Fund and is not indicative of what actual fair value would be under current market conditions. In those circumstances, the Fund may determine to value its investment in the Private Investment Fund at a discount or a premium to the reported value received from the Private Investment Fund. Any such decision will be made in good faith by the Fund and will be reported to the Board’s Valuation Committee at its next regularly scheduled quarterly meeting. The Fund shall use its best efforts to ensure that each of such Private Investment Funds has in place policies and procedures that provide underlying principles behind the disclosure of reliable information with adequate supporting operational practices.

Additionally, between the quarterly valuation periods, the NAVs of such Private Investment Funds are adjusted daily based on the total return that each Private Investment Fund is estimated by the Fund to generate during the current quarter (the “Investment Accrual Rate”). The Fund determines the Investment Accrual Rate at the beginning of each quarter, based on internally developed models that weight the expected impacts of income and appreciation projections by property sector, adjusting for expected market factors and underlying expenses. The Fund monitors these estimates regularly and updates them as necessary if macro or individual fund changes warrant any adjustments.

In certain circumstances, the Fund may access daily or periodic NAV information provided by a Private Investment Fund. In such an instance, the Fund may determine to value its investment in a Private Investment Fund according to this information and may forego daily valuation adjustments based on an Investment Accrual Rate.

If the Fund does not have access to sell shares of a Private Investment Fund in its primary market, the Fund may determine to fair value the Private Investment Fund at a price other than its NAV. In such an instance, the Fund may consider any information it deems appropriate including as received from broker-dealers and/or pricing services or comparable sales in the secondary market. Any such fair valuation determinations will be made in good faith by the Fund, may be based upon an internally developed pricing model, and will be reported to the Board’s Valuation Committee at its next regularly scheduled quarterly meeting.

The March 31, 2025 Portfolio of Investments presented herein reports the value of all the Fund’s investments in Private Investment Funds at the respective NAVs provided by the managers of the Private Investment Funds and their agents, which may differ from the valuations used by the Fund in its March 31, 2025 NAV calculation.

Due to the inherent uncertainty of determining the fair value of investments that do not have readily available market quotations, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or may otherwise be less liquid than publicly traded securities.

Fair Value Measurements: The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

•

Level 1 – unadjusted quoted prices in active markets for identical securities

•

Level 2 – prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, pre-payment speeds, credit risk, etc.)

•

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

At the end of each calendar quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and consistency of prices from third party pricing services; the existence of contemporaneous, observable trades in the market; and changes in listings or delistings on national exchanges. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. A summary of inputs used to value the Fund’s investments as of March 31, 2025 is as follows:

Total Fair

Value at
03/31/2025

Level 1

Quoted

Price

Level 2
Significant
Observable
Inputs

Level 3

Significant
Unobservable
Inputs

Common Stocks*

$ 315,987,684 $ 273,297,010 $ 42,690,674

Preferred Stocks*

22,693,750 22,585,942 107,808 —

Short-Term Investment

14,397,803 14,397,803 — —

Subtotal

$ 353,079,237 $ 310,280,755 $ 42,798,482

Private Investment Funds (held at NAV)*

1,509,970,456

Total

$ 1,863,049,693
*

See Portfolio of Investments for industry breakout.

16

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

NOTE 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Pursuant to an Investment Management Agreement, Versus Capital Advisors LLC serves as the investment adviser to the Fund. For its services under this agreement, the Fund pays the Adviser an Investment Management Fee at an annual rate of 0.95% of the Fund’s NAV, which accrues daily based on the net assets of the Fund and is paid quarterly. The Fund incurred fees to the Adviser of $18,533,041 for the year ended March 31, 2025, which are included within Adviser fees on the accompanying statement of operations.

The Adviser has retained the services of Security Capital Research & Management, Inc. and Principal Real Estate Investors, LLC as sub-advisers of the Fund (the “Sub-Advisers”). The Sub-Advisers each manage a specified portion of the Fund’s assets to be invested in domestic and international publicly traded real estate securities, such as common and preferred stock of publicly listed REITs, commercial mortgage-backed securities, commercial real estate collateralized debt obligations, and senior unsecured debt of REITs. Fees paid to the Sub-Advisers are based on the average net assets that they manage at an annual rate between 0.45% and 1.00%. The Fund incurred fees to the Sub-Advisers of $2,058,006 for the year ended March 31, 2025, which are included within Adviser fees on the accompanying statement of operations.

Foreside Funds Distributors LLC, (the “Distributor”) serves as the Fund’s statutory underwriter and facilitates the distribution of Shares.

The Fund pays each Independent Director a fee per annum. In addition, the Fund reimburses each of the Independent Directors for travel and other expenses incurred in connection with attendance at meetings; provided, however, that if more than three board meetings require out-of-town travel time, such additional travel time may be billed at the rate set forth in the Board of Directors Retainer Agreement or as amended by action of the Board from time to time. Each of the Independent Directors is a member of all Committees. The Chairman of the Audit Committee receives an additional fee per annum. Other members of the Board and executive officers of the Fund receive no compensation. The Fund also reimburses the Adviser for a portion of the compensation that it pays to the Fund’s Chief Compliance Officer.

NOTE 5. MARKET RISK FACTORS

The Fund’s investments in securities and/or financial instruments may expose the Fund to various market risk factors including, but not limited to the following:

General Market Fluctuations Will Affect the Fund’s Returns. The Fund’s investments in Private Investment Funds and real estate securities may be negatively affected by the broad investment environment in the real estate market, the debt market and/or the equity securities market.

General Risks of the Private Investment Funds Investing in Real Estate. The Fund will not invest in real estate directly, but, because the Fund will invest in Private Investment Funds that qualify as REITs or investment vehicles treated similarly as private REITs, the Fund’s investment portfolio will be significantly impacted by the performance of the real estate market.

Risks of Investing in Equity Securities. The prices of equity and preferred securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions. Preferred securities may be subject to additional risks, such as risks of deferred distributions, liquidity risks, and differences in shareholder rights associated with such securities.

Unfunded Commitments. In order to meet its obligation to provide capital for unfunded commitments, the Fund may have to hold some, or in certain cases a substantial amount, of its assets temporarily in money market securities, cash or cash equivalents, possibly for several months; liquidate portfolio securities at an inopportune time; or borrow under a line of credit. This could make it difficult or impossible to take or liquidate a position in a particular security at a price consistent with the Adviser’s strategy.

Interest Rate Risk. A wide variety of factors can cause interest rates or yields of U.S. Treasury securities or other types of bonds to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, reduced market demand for low yielding investments, etc.). Recently, the U.S. Federal Reserve has increased interest rates from historically low levels, resulting in rising interest rates across the financial system. Thus, the Fund currently faces a heightened level of risk associated with high interest rates and/or bond yields.

Liquidity Risk. The Fund will invest in restricted securities and other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the Securities Act, or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration under the Securities Act. The Fund may be unable to sell restricted and other illiquid securities at the most opportune times or at prices approximating the value at which it purchased such securities. The Fund’s portfolio may include a number of investments for which no market exists and which have substantial restrictions on transferability.

In addition, the Fund’s interests in the Private Investment Funds are subject to substantial restrictions on transfer. The Fund may liquidate an interest and withdraw from a Private Investment Funds pursuant to limited withdrawal rights. Some Private Investment Funds may subject the Fund to a lockup period or otherwise suspend the repurchase rights of their shareholders, including the Fund, from time to time. Further, Private Investment Funds managers may impose transfer restrictions on the Fund’s interests. There may be no secondary market for the Fund’s interests in the Private Investment Funds. The illiquidity of these interests may adversely affect the Fund were it to have to sell interests at an inopportune time. The Adviser may also invest directly in other private securities that they may not be able to sell at the Fund’s current carrying value for the securities.

17

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

Market Disruption, Health Crises, Terrorism and Geopolitical Risks. The Fund’s investments may be negatively affected by the broad investment environment in the real estate market, the debt market and/or the equity securities market. The investment environment is influenced by, among other things, interest rates, inflation, politics, fiscal policy, current events, competition, productivity and technological and regulatory change. In addition, the Fund may be adversely affected by uncertainties such as war, terrorism, international political developments, sanctions or embargos, tariffs and trade wars, changes in government policies, global health crises or similar pandemics, and other related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of investments.

NOTE 6. FORWARD CONTRACTS

The Fund may use forward contracts for hedging exposure to foreign currencies. A forward foreign currency exchange contract, which involves an obligation to purchase or sell a specific currency at a future date at a price set at the time of the contract, may reduce the Fund’s exposure to changes in the value of the currency it will deliver and increase its exposure to changes in the value of the currency it will receive for the duration of the contract. The effect on the value of the Fund is similar to selling securities denominated in one currency and purchasing securities denominated in another currency. Foreign currency transactions, like currency exchange rates, can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments. Such events may prevent or restrict the Fund’s ability to enter into foreign currency transactions, force the Fund to exit a foreign currency transaction at a disadvantageous time or price or result in penalties for the Fund, any of which may result in a loss to the Fund. Contracts to sell foreign currency would limit any potential gain that might be realized by the Fund if the value of the hedged currency increases. The Fund may enter into these contracts to hedge against foreign exchange risk arising from the Fund’s investment or anticipated investment in securities denominated in foreign currencies. Suitable hedging transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in such transactions at any given time or from time to time when they would be beneficial.

As of March 31, 2025, the Fund does not hold any forward foreign exchange contracts.

NOTE 7. INVESTMENT TRANSACTIONS

For the year ended March 31, 2025, the purchases and sales of investment securities, excluding short-term investments, were approximately $254,984,000 and $465,840,000, respectively.

NOTE 8. REPURCHASE OFFERS

The Fund has a fundamental policy that it will make quarterly Repurchase Offers for no less than 5% of its shares outstanding at NAV, unless suspended or postponed in accordance with regulatory requirements (as discussed below), and that each quarterly repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline (defined below), or the next Business Day if the 14th is not a Business Day (each a “Repurchase Pricing Date”). In general, the Repurchase Pricing Date occurs on the Repurchase Request Deadline and settlement occurs 2 days later. Shares will be repurchased at the NAV per Share determined as of the close of regular trading on the NYSE on the Repurchase Pricing Date.

Shareholders will be notified in writing about each quarterly Repurchase Offer, how they may request that the Fund repurchase their shares and the Repurchase Request Deadline, which is the date the Repurchase Offer ends. The Repurchase Request Deadline will be determined by the Board. The time between the notification to shareholders and the Repurchase Request Deadline may vary from no more than 42 days to no less than 21 days. The repurchase price of the shares will be the NAV as of the close of regular trading on the NYSE on the Repurchase Pricing Date. Payment pursuant to the repurchase will be made to the shareholders within seven days of the Repurchase Pricing Date (the “Repurchase Payment Deadline”). Certain authorized institutions, including custodians and clearing platforms, may set times prior to the Repurchase Request Deadline by which they must receive all documentation they may require relating to repurchase requests and may require additional information. In addition, certain clearing houses may allow / require shareholders to submit their tender request only on the Repurchase Request Deadline.

Shares tendered for repurchase by shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. Repurchase proceeds will be paid to shareholders prior to the Repurchase Payment Deadline.

The Board, or a committee thereof, in its sole discretion, will determine the number of shares that the Fund will offer to repurchase (the “Repurchase Offer Amount”) for a given Repurchase Request Deadline. The Repurchase Offer Amount, however, will be no less than 5% of the total number of shares outstanding on the Repurchase Request Deadline.

If Share repurchase requests exceed the number of Shares in the Fund’s Repurchase Offer, the Fund may, in its sole discretion (i) repurchase the tendered Shares on a pro rata basis or (ii) increase the number of Shares to be repurchased by up to 2% of the Fund’s outstanding Shares. If Share repurchase requests exceed the number of Shares in the Fund’s Repurchase Offer plus 2% of the Fund’s outstanding Shares, the Fund is required to repurchase the Shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than one hundred shares and who tender all of their Shares before prorating other amounts tendered. Because of the potential for proration, tendering shareholders may not have all of their tendered Shares repurchased by the Fund.

18

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

Results of the Fund’s Repurchase Offers during the year ended March 31, 2025 are as follows:

Repurchase

Request

Deadline/Pricing

Date

Repurchase
Offer Amount
(Percentage)

Repurchase
Offer Amount
(Shares)

Shares
Tendered for
Repurchase

Percentage of
Tendered
Shares
Repurchased

Value of
Repurchased 
Shares

April 26, 2024

5% 4,304,170  16,315,154  26.7%  $ 106,813,861 

July 26, 2024

5   4,149,918  15,341,296  27.4%  103,636,988 

October 25, 2024

5   4,004,506  17,548,018  23.2%  100,543,036 

January 31, 2025

6   4,662,370  19,444,586  26.3%  124,327,704 

NOTE 9. LINE OF CREDIT

The Fund has a line of credit (“LOC”) with Bank of America N.A. with borrowing capacity of $245,000,000. Borrowings, if any, under the LOC bear interest at the Secured Overnight Financing Rate (SOFR) at the time of borrowing, plus 1.10%. In addition, the Fund incurs a Non-Utilization Fee equal to 0.25%-0.35% on the portion of the LOC not being used and certain origination and structuring fees (the “other LOC fees”). On September 20, 2024, the credit agreement with Bank of America N.A was amended to include all custody accounts as collateral eliminating the requirement to pledge individual securities as collateral.

The Fund incurred interest expense of $4,319,300 and other LOC fees equal to $602,517 during the year ended March 31, 2025. During the year ended March 31, 2025, the average daily amount of borrowings on the days that the Fund had an outstanding borrowing was $78,275,964 at an average interest rate of 5.89%. The Fund’s outstanding borrowings from the LOC were $88,000,000 at March 31, 2025 at a rate of 5.46%. The Fund complied with all covenants of the LOC during the year ended March 31, 2025.

NOTE 10. RESTRICTED SECURITIES

Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale. The Fund may invest in restricted securities that are consistent with the Fund’s investment objective and investment strategies. Investments in restricted securities are valued at net asset value as practical expedient for fair value, or fair value as determined in good faith in accordance with procedures adopted by the Board. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. Each of the following securities can suspend redemptions if its respective Board deems it in the best interest of its shareholders. This and other important information are described in the Fund’s Prospectus.

As of March 31, 2025, the Fund invested in the following restricted securities:

Security(a)

Acquisition
Date(b)
Shares/Par If Partnership is
not designated
in units, %
owned by Fund
Cost
 ($1,000s) 
Value
 ($1,000s) 
Unfunded
 Commitments 
($1,000)(c)
% of
Net
Assets

AEW Core Property (U.S.) LP

7/2/2013 3,394 —   $ 3,128  $ 3,486 $    — 0.2 %

AEW Value Investors US LP

8/17/2017 — 24.6% 44,068 46,356 — 2.6 %

CBRE U.S. Core Partners LP

3/29/2018 48,948,943 —  68,087 78,091 — 4.3 %

CBRE U.S. Logistics Partners LP

3/31/2022 155,048,263 —  200,060 209,868 — 11.7 %

Clarion Gables Multifamily Trust LP

3/4/2019 48,621 —  63,031 69,171 — 3.8 %

Clarion Lion Properties Fund LP

7/1/2013 103,851 —  140,006 153,890 — 8.5 %

DigitalBridge AI Infrastructure B LP

1/24/2025 — 6.3% 15,962 15,828 13,641 0.9 %

DigitalBridge AI Infrastructure D LP

1/24/2025 — 9.4% 25,232 25,032 21,064 1.4 %

GI Partners ETS Fund

9/24/2021 75,037 —  85,874 84,200 14,400 4.7 %

Harrison Street Core Property Fund LP

8/13/2014 66,554 —  92,207 94,659 — 5.3 %

Heitman America Real Estate Trust LP

12/2/2014 85,958 —  103,832 106,095 — 5.9 %

Heitman Core Real Estate Debt Income Trust LP

4/1/2017 64,150 —  64,761 50,608 — 2.8 %

Hines European Property Partners

11/3/2022 49,852 —  66,623 77,239 90,228 4.3 %

Invesco Core Real Estate USA LP

12/31/2013 839 —  144,987 145,911 — 8.1 %

Invesco Real Estate Asia Fund

9/30/2014 492,050 —  60,434 52,999 — 2.9 %

RREEF America II LP

9/30/2013 96,415 —  11,313 12,139 — 0.7 %

Sagard Real Estate - US Property Fund

12/30/2019 — 8.5% 100,160 101,469 — 5.6 %

TA Realty Core Property Fund LP

1/3/2022 16,390 —  24,638 21,088 — 1.2 %

Trumbull Property Fund LP

9/30/2013 2,019 —  21,790 17,613 — 1.0 %

Trumbull Property Income Fund LP

4/1/2016 929 —  11,498 11,214 — 0.6 %

US Government Building Open-End Feeder LP

5/1/2014 — 1.7% 35,080 40,905 — 2.3 %

19

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (continued)

Security(a)

Acquisition
Date(b)
Shares/Par If Partnership is
not designated
in units, %
owned by Fund
Cost
 ($1,000s) 
Value
 ($1,000s) 

Unfunded
Commitments
($1,000)(c)

% of
Net
Assets

USGBF Alpha Feeder LP

10/1/2021 — 38.2% $ 30,037 $ 26,454 $ — 1.5 %

Walton Street Real Estate Core-Plus Fund LP

10/1/2021 58,284 —  72,693 65,655 27,006 3.6 %

Total

$ 1,485,501 $ 1,509,970 $ 166,339 83.9 %
(a)

The investment funds are organized to serve as a collective investment vehicle through which eligible investors may invest in a professionally managed real estate portfolio of equity and debt investments consisting of multi-family, industrial, retail, office and other property types.

(b)

Initial acquisition date as shares are purchased at various dates.

(c)

Unfunded Commitments approximate their fair values.

Security

Redemption

Request(a)

Lock Up

Applicable at

Period End

Investment

Liquidity

Redemption
Frequency(b)

AEW Core Property (U.S.) LP

Partial 45 Days

AEW Value Investors US LP

Full 90 Days

CBRE U.S. Core Partners LP

Partial 60 Days

CBRE U.S. Logistics Partners LP

90 Days

Clarion Gables Multifamily Trust LP

Partial 90 Days

Clarion Lion Properties Fund LP

Partial 90 Days

DigitalBridge AI Infrastructure B LP

Full Closed-end fund which terminates upon the disposition of its underlying assets. N/A

DigitalBridge AI Infrastructure D LP

Full Closed-end fund which terminates upon the disposition of its underlying assets. N/A

GI Partners ETS Fund

90 Days

Harrison Street Core Property Fund LP

45 Days

Heitman America Real Estate Trust LP

Partial 90 Days

Heitman Core Real Estate Debt Income Trust LP

Partial 90 Days

Hines European Property Partners

Full Initial contributions have a three-year lock-up. 90 Days

Invesco Core Real Estate USA LP

Partial 45 Days

Invesco Real Estate Asia Fund

Partial 45 Days

RREEF America II LP

Full 45 Days

Sagard Real Estate - US Property Fund

Partial 90 Days

TA Realty Core Property Fund LP

Partial 45 Days

Trumbull Property Fund LP

Full 60 Days

Trumbull Property Income Fund LP

Full 60 Days

US Government Building Open-End Feeder LP

60 Days

USGBF Alpha Feeder LP

Partial Contributions have a two-year lock-up. 60 Days

Walton Street Real Estate Core-Plus Fund LP

Partial Contributions have a two-year lock-up. 45 Days
(a)

The Fund submitted a redemption request prior to period end, but will maintain market exposure to the investment through a future date. The Investment Manager expects to meet all redemptions over time.

(b)

The investment funds provide redemptions at the frequency listed at the investment managers discretion.

NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions “ASU 2022-03”, which clarifies guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit its sale. The guidance is effective for fiscal years beginning after December 15, 2024. The Adviser has assessed and does not expect a material impact to the financial statements as a result of the ASU 2022-03.

In September 2023, the SEC adopted amendments to the 1940 Act “Names Rule” addressing fund names, investments, and risks. The amendments modernize and enhance the Names Rule and other names-related regulatory requirements. The amendments include enhanced disclosure requirements for terminology used in fund names and additional regulatory reporting. The Names Rule was effective December 2023, and the Fund will have 24 months to comply. The Adviser is currently evaluating any expected impacts to the Fund.

In this reporting period, the Fund adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”). Adoption of the new standard impacted financial statement disclosures only and did not affect the Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial

20

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Notes to Financial Statements

March 31, 2025 (concluded)

information available. The Adviser’s Investment Committee acts as the Fund’s CODM. The Investment Committee is comprised of members of portfolio management and other senior executives. The Fund’s revenue is derived from investments in a portfolio of securities. The Fund represents a single operating segment, as the CODM monitors the operating results of the Fund as a whole and the Fund’s long-term strategic asset allocation is predetermined in accordance with the terms of the Fund’s investment objectives which are executed by the Fund’s portfolio managers as a team. The financial information in the form of the Fund’s portfolio composition, net income, total returns, expense ratios and changes in net assets, which are used by the CODM to assess the segments’ performance versus the Fund’s comparative benchmarks and to make resource allocation decisions for the Fund’s single segment, is consistent with that presented within the Fund’s financial statements. The total return and performance of each Fund is reflected within the accompanying Financial Highlights. Segment assets are reflected on the accompanying Statement of Assets and Liabilities as “total assets” and significant segment expenses are listed on the accompanying Statement of Operations.

NOTE 12. SUBSEQUENT EVENTS

The Fund offered to repurchase 6% of its outstanding shares, representing 4,488,713 shares, with respect to its April 25, 2025 Repurchase Offer. Shareholders actually tendered 18,878,294 total shares for repurchase. The Fund repurchased 24.1% of total tendered shares, representing approximately $109,760,000.

In addition, the Fund offered to repurchase up to 0.1% of its outstanding shares, representing 74,812 shares, specifically for accounts associated with deceased shareholders in an estate offer. Such accounts actually tendered 97,806 shares for repurchase. The Fund repurchased 76.5% of total estate offer tendered shares, representing approximately $1,802,000.

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and determined that there are no additional subsequent events to report.

21

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Additional Information

March 31, 2025 (Unaudited)

SECURITY PROXY VOTING

The Fund’s policy is to vote its proxies in accordance with the recommendations of management. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling (866) 280-1952 and on the SEC’s website at http://www.sec.gov.

PORTFOLIO HOLDINGS

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within 60 days after the end of the period. Copies of the Fund’s Forms N-PORT are available without a charge, upon request, by contacting the Fund at (866) 459-2772 and on the SEC’s website at http://www.sec.gov.

22

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Additional Information

March 31, 2025 (Unaudited) (continued)

DIRECTORS AND OFFICERS

The Board has overall responsibility to manage and control the business affairs of the Fund, including the complete and exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Fund’s business. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation. Information pertaining to the Board is set forth below.

Name, Address,

and Year of Birth(1)

Position(s)

Held with

Fund

Term of

Office

and

Length of

Time

Served (2)

Principal

Occupation(s)

During Past 5 Years

Number of 

Portfolios in 

Fund 

Complex(3)

Overseen by 

Director 

Other Public 

Company 

Directorships 

Held 

by Director 

Independent Directors (4)
Robert F. Doherty;
1964
Independent
Director
Since March
2019
Chief Financial Officer of Sustainable Living Partners (Building technology company) (2018 – present); and Partner of Renova Capital Partners (Venture Capital & Private Equity) (2010 – 2022). 3 0

Jeffry A. Jones;

1959

Independent
Director
Since
inception
Principal of SmithJones, (Real Estate) (2008 to present). 3 0

Richard J. McCready;

1958

Lead
Independent
Director
Lead
Independent
Director

(March 2020 -
present);

Independent
Director since
inception

President of The Davis Companies
(Real Estate) (2014 – 2022).
3 0

Paul E. Sveen;

1961

Independent
Director
Since
inception
Chief Financial Officer of Paytient Technologies (Healthcare Technology) (October 2024 – present); Beam Technologies (Insurtech) (February 2020 – September 2024); and Chief Financial Officer of Paypal’s merchant lending platform (2018 – 2020). 3 0

Susan K. Wold;

1960

Independent

Director

Since August
2022
Independent Trustee of the ALPS ETF Series Trust (July 2024 - Present); Senior Vice President, Global Ombudsman and Head of North American Compliance of Janus Henderson Investors
(2017-2020); Vice President, Chief Compliance Officer and Anti Money Laundering Officer for Janus Investment Fund, Janus Aspen Series, Janus Detroit Street Trust, and Clayton Street Trust (2017-2020).
3 0

23

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Additional Information

March 31, 2025 (Unaudited) (continued)

Name, Address,

and Year of Birth(1)

Position(s)

Held with

Fund

Term of

Office

and

Length of

Time

Served (2)

Principal

Occupation(s)

During Past 5 Years

Number of 

Portfolios in 

Fund 

Complex(3)

Overseen by 

Director 

Other Public 

Company 

Directorships 

Held 

by Director 

Interested Directors (5)

Casey Frazier;

1977

Chair of
the Board;
Director;
Chief
Investment
Officer
Chair of the
Board
(since
August
2022);
Director
and Chief
Investment
Officer
since
inception
Chief Investment Officer of the Adviser (2011 – present); Chief Investment Officer of Versus Capital Infrastructure Income Fund (2023 – present); and Chief Investment Officer of Versus Capital Real Estate Fund LLC (2011 – present). 3 0
(1)

The address of each member of the Board is: c/o Versus Capital Real Estate Fund LLC, 5050 S. Syracuse Street, Suite 1100, Denver, Colorado 80237.

(2)

Each Director will serve for the duration of the Fund, or until his or her death, resignation, termination, removal or retirement.

(3)

The term “Fund Complex” as used herein includes the Fund, Versus Capital Real Assets Fund LLC and Versus Capital Infrastructure Income Fund.

(4)

“Independent Directors” means members of the Board who are not “interested persons” of the Fund, the Adviser, the Securities Sub-Advisers, the Distributor, or any affiliate of the Fund, the Adviser, the Securities Sub-Advisers or the Distributor, as defined by the Investment Company Act (the “Independent Directors”).

(5)

“Interested Directors” means members of the Board who are “interested person,” as defined in the Investment Company Act, because of such person’s affiliation with the Fund (the “Interested Directors”).

Additional information about the Directors is available in the Fund’s Statement of Additional information.

24

VERSUS CAPITAL REAL ESTATE FUND LLC (formerly, Versus Capital Multi-Manager Real Estate Income Fund LLC)

Additional Information

March 31, 2025 (Unaudited) (concluded)

OFFICERS

The address, year of birth, and a description of principal occupations during the past five years are listed below for each officer of the Fund.

Name, Address and Year of

Birth(1)

Position(s) Held with

Fund

Term of Office and

Length of Time

Served(2)

Principal Occupation(s)

During Past 5 Years

Mark D. Quam;

1970

Chief Executive Officer

Since inception

Chief Executive Officer of the Adviser (2010 to present); Chief Executive Officer of Versus Capital Infrastructure Income Fund (2023 to present); and Chief Executive Officer of Versus Capital Real Assets Fund LLC (2017 to present).
William R. Fuhs, Jr.;
1968
President

Since inception

President of the Adviser (2010 to present); President of Versus Capital Infrastructure Income Fund (2023 to present); and President of Versus Capital Real Assets Fund LLC (2017 to present).
Casey Frazier;
1977
Chief Investment Officer

Since inception

Chief Investment Officer of the Adviser (2011 to present); Chief Investment Officer of Versus Capital Infrastructure Income Fund (2023 to present); and Chief Investment Officer of Versus Capital Real Assets Fund LLC (2017 to present).
Dave Truex;
1983
Deputy Chief Investment Officer

Since November 2021

Deputy Chief Investment Officer of Versus Capital Real Assets Fund LLC (November 2021 to December 2024); Deputy Chief Investment Officer of the Adviser (2017 to present).
Brian Petersen;
1970
Chief Financial Officer, Treasurer

Since August 2019

Chief Financial Officer and Chief Operating Officer of the Adviser (January 2022 to present); Managing Director, Fund Financial Operations of the Adviser (July 2019 to December 2021); Chief Financial Officer and Treasurer of Versus Capital Infrastructure Income Fund (2023 to present); and Chief Financial Officer and Treasurer of Versus Capital Real Assets Fund LLC (August 2019 to present).
Dustin C. Rose;
1983
Assistant Treasurer

Since November 2021

Director of Fund Financial Operations of the Adviser (2020 to present); Assistant Treasurer of Versus Capital Infrastructure Income Fund (2023 to present); Assistant Treasurer of Versus Capital Real Assets Fund LLC (November 2021 to Present); and Assistant Vice President of OFI Global Asset Management, Inc. (2016 to 2020).
Kelly McEwen
1984
Assistant Treasurer

Since November 2022

Director, Fund Financial Operations of the Adviser (January 2022 to present); Assistant Treasurer of Versus Capital Infrastructure Income Fund (2023 to present); Assistant Treasurer of Versus Capital Real Assets Fund LLC (November 2022 to present); Vice President of SS&C ALPS and Treasurer/Principal Financial Officer of various investment companies (April 2020 to May 2021); Fund Controller of SS&C ALPS (August 2019 to May 2021).
Jill Varner;
1990
Chief Compliance Officer and Secretary

Since July 2023

Chief Compliance Officer of Versus Capital Infrastructure Income Fund, Versus Capital Real Asset Fund LLC and the Adviser (2023 to present); Secretary of Versus Capital Infrastructure Income Fund, Versus Capital Real Asset Fund LLC (2023 to present); Deputy Chief Compliance Officer of the Adviser (February 2022 to July 2023); Assistant Secretary of Versus Capital Real Asset Fund LLC (August 2020 to July 2023); and Director of Compliance and Operations of the Adviser (August 2019 to February 2022).

(1) The address of each officer of the Fund is: c/o Versus Capital Real Estate Fund LLC, 5050 S. Syracuse Street, Suite 1100, Denver, Colorado 80237.

(2) Each officer will serve for the duration of the Fund, or until his or her death, resignation, termination, removal or retirement.

25

(b)

Not applicable

Item 2. Code of Ethics.

(a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

(b)

No disclosures are required by this Item 2(b).

(c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

(d)

The registrant has not granted, during the period covered by this report any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

(e)

Not applicable.

(f)

A copy of the registrant’s code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, is available on its Internet website at: https://versuscapital.com/wp-content/uploads/Joint-Code-of-Ethics.pdf

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

(a)(2) The audit committee financial expert is Robert Doherty, who is “independent” for purposes of this Item 3 of Form N-CSR.

(a)(3) Not applicable.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $68,000 for 2024 and $73,500 for 2025.

Audit-Related Fees

(b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $4,223 for 2024 and $10,061 for 2025.

The nature of the services include the issuance of consents in conjunction with the registrant’s registration statement filings.

Tax Fees

(c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $23,691 for 2024 and $25,970 for 2025.

The nature of the services include the review of federal and state tax returns.

All Other Fees

(d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 for 2024 and $0 for 2025.

(e)(1)

Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The registrant’s Audit Committee has adopted an Audit Committee Charter that governs the Audit Committee’s pre-approval process. The Audit Committee Charter states that the Audit Committee may review and approve in advance any audit or non-audit engagement or relationship between the Fund and the independent auditors, other than “prohibited non-auditing services” (as defined in Section 201 of the Sarbanes-Oxley Act of 2002).

The Audit Committee may delegate to the Chairman of the Audit Committee the authority to pre-approve any audit or non-audit services to be provided by the independent auditors up to a maximum of $10,000 so long as it is presented to the full Audit Committee at its next regularly scheduled meeting.

(e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b)

0% for 2024 and 0% for 2025

(c)

0% for 2024 and 0% for 2025

(d)

N/A

(f)

Not Applicable.

(g)

There were no non-audit fees billed by the registrant’s accountant for services rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years. Aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, were $27,914 for fiscal 2024 and $36,031 for fiscal 2025.

(h)

Not applicable.

(i)

Not applicable.

(j)

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form.

(b)

Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a) Not applicable.

(b) Not applicable.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

PROXY VOTING POLICIES AND PROCEDURES

The Fund is a fund of funds that invests primarily in Investment Funds which have investors other than the Fund. The Fund may invest substantially all of its assets in non-voting securities of Investment Funds.

The Fund has delegated voting of proxies in respect of portfolio holdings to Versus Capital Advisors LLC (the “Adviser”), to vote the Fund’s proxies in accordance with the Adviser’s proxy voting guidelines and procedures. For assets sub-advised by other investment managers (“Sub-Advisers”), the Adviser has delegated its authority to vote proxies to those Sub-Advisers. Investment Funds typically do not submit matters to investors for vote; however, if an Investment Fund submits a matter to the Fund for vote (and the Fund holds voting interests in the Investment Fund), the Adviser will vote on the matter in a way that it believes is in the best interest of the Fund and in accordance with the following proxy voting guidelines (the “Voting Guidelines ”):

• In voting proxies, the Adviser is guided by general fiduciary principles. The Adviser’s goal is to act prudently, solely in the best interest of the Fund.

• The Adviser attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values.

• The Adviser, absent a particular reason to the contrary, generally will vote with management’s recommendations on routine matters. Other matters will be voted on a case-by-case basis.

The Adviser applies its Voting Guidelines in a manner designed to identify and address material conflicts that may arise between the Adviser’s interests and those of its clients before voting proxies on behalf of

such clients. The Adviser relies on the following to seek to identify conflicts of interest with respect to proxy voting and assess their materiality:

• The Adviser’s employees are under an obligation (i) to be aware of the potential for conflicts of interest on the part of the Adviser with respect to voting proxies on behalf of client accounts both as a result of an employee’s personal relationships and due to special circumstances that may arise during the conduct of the Adviser’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of certain designated persons.

• Such designated persons work with appropriate personnel of the Adviser to determine whether an identified conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence the Adviser’s decision-making in voting the proxy. All materiality determinations will be based on an assessment of the particular facts and circumstances. The Adviser shall maintain a written record of all materiality determinations.

• If it is determined that a conflict of interest is not material, the Adviser may vote proxies notwithstanding the existence of the conflict.

• If it is determined that a conflict of interest is material, the Adviser may seek legal assistance from appropriate counsel for the Adviser to determine a method to resolve such conflict of interest before voting proxies affected by the conflict of interest. Such methods may include:

•

disclosing the conflict to the Board and obtaining the consent of the Board before voting;

•

engaging another party on behalf of the Fund to vote the proxy on its behalf;

•

engaging a third party to recommend a vote with respect to the proxy based on application of the policies set forth herein; or

•

such other method as is deemed appropriate under the circumstances given the nature of the conflict.

The Adviser shall maintain a written record of the method used to resolve a material conflict of interest. Information regarding how the Adviser and the Sub-Advisers voted the Fund’s proxies related to the Fund’s portfolio holdings during the most recent 12-month period ended June 30th is available without charge, upon request, by calling 1-877-200-1878, and is available on the SEC’s website at http://www.sec.gov.

Principal Real Estate Investors

Proxy Voting Policies and Procedures

Introduction

Principal Global Investors, LLC11 (doing business as Principal Asset Management) is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment

1 Principal Global Investors, LLC (“PGI”) began using Principal Asset Management (“Principal AM”) as a DBA (doing business as) name and PGI will be referenced throughout this document as Principal AM (or “the Firm”). While Principal AM may include other entities, this Charter refers specifically to PGI and Principal Real Estate

Advisers Act of 1940 (the “Advisers Act”). As a registered investment adviser, Principal Asset Management has a fiduciary duty to act in the best interests of its clients. Principal Asset Management recognizes that this duty requires it to vote client securities, for which it has voting power on the applicable record date, in a timely manner and make voting decisions that are in the best interests of its clients. This document, the Principal Asset Management Proxy Voting Policies and Procedures (the “Policy”), is intended to comply with the requirements of the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Employee Retirement Income Security Act of 1974 applicable to the voting of the proxies of both US and non- US issuers on behalf of clients of Principal Asset Management who have delegated such authority and discretion.

Relationship between Investment Strategy, Sustainable Investing and Proxy Voting

Principal Asset Management has a fiduciary duty to make investment decisions that are in its clients’ best interests to maximize the value of their shares. Proxy voting is an important part of the process through which Principal Asset Management can support strong corporate governance structures, shareholder rights and transparency. Principal Asset Management also believes a company’s positive environmental and social practices may reduce risk and, in turn, influence the value of a company. Principal Asset Management may take these factors into consideration, alongside other non-sustainability factors, when voting proxies in its effort to seek the best economic outcome for its clients. Shareholder proposals often address matters that are in direct conflict with the opinions of company management. As a result, we believe additional scrutiny is required and, therefore, all shareholder proposals are escalated to the investment teams for a final voting decision.

Roles and Responsibilities

•

Role of the Proxy Voting Committee

Principal Asset Management Proxy Voting Committee (the “Proxy Voting Committee”) shall (i) oversee the voting of proxies and the Proxy Advisory Firm, (ii) where necessary, make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with the Policy, (iv) review the business practices of the Proxy Advisory Firm and (v) evaluate, maintain, and review the Policy on an annual basis. The Proxy Voting Committee is comprised of representatives of each investment team and a representative from Principal Asset Management Risk, Legal, Operations, and Compliance will be available to advise the Proxy Voting Committee but are non-voting members. The Proxy Voting Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to the Policy and may designate personnel to instruct the vote on proxies on behalf the Principal Asset Management clients (collectively, “Authorized Persons”).

The Proxy Voting Committee shall meet at least four times per year, and as necessary to address special situations.

Role of Portfolio Management

While the Proxy Voting Committee establishes the Guidelines and Procedures, the Proxy Voting Committee does not direct votes for any client except in certain cases where a conflict of interest exists.

Each investment team is responsible for determining how to vote proxies for those securities held in the portfolios their team manages. While investment teams generally vote consistently with the Guidelines, there may be instances where their vote deviates from the Guidelines. In those circumstances, the investment team will work within the Exception Process. In some instances, the same security may be held by more than one investment team. In these cases, Principal Asset Management may vote differently on the same matter for different accounts as determined by each investment team.

Proxy Voting Guidelines

The Proxy Voting Committee and Chief Investment Officer, on an annual basis, or more frequently as needed, will establish a working group to review draft proxy voting guidelines recommended to the Committee (“Draft Guidelines”). The Guidelines Working Group will collect feedback and propose Draft Guidelines for adoption by the Committee. Each investment team maintains autonomy to select the most correlated Guidelines for their strategies. Collectively, these guidelines will constitute the current Proxy Voting Guidelines of Principal Asset Management and may change from time to time (the “Guidelines”). The Proxy Voting Committee has the obligation to determine that, in general, voting proxies pursuant to the Guidelines is in the best interests of clients. Exhibit A (Proxy Voting Philosophy Summary) provides an overview of our current philosophy underlying our three core Guidelines; Base, Sustainable and Board Aligned. Full overviews of each of these custom Guidelines are maintained and available.

There may be instances where proxy votes will not be in accordance with the Guidelines. Clients may instruct Principal Asset Management to utilize a different set of guidelines, request specific deviations, or directly assume responsibility for the voting of proxies. In addition, Principal Asset Management may deviate from the Guidelines on an exception basis if the investment team or Principal Asset Management has determined that it is the best interest of clients in a particular strategy to do so, or where the Guidelines do not direct a particular response and instead list relevant factors. Any such a deviation will comply with the Exception Process which shall include a written record setting out the rationale for the deviation.

The subject of the proxy vote may not be covered in the Guidelines. In situations where the Guidelines do not provide a position, Principal Asset Management will consider the relevant facts and circumstances of a particular vote and then vote in a manner Principal Asset Management believes to be in the clients’ bests interests. In such circumstance, the analysis will be documented in writing and periodically presented to the Proxy Voting Committee. To the extent that the Guidelines do not cover potential voting issues, Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues believed to be in the best interests of the client.

•

Use of Proxy Advisory Firms

Principal Asset Management has retained one or more third-party proxy service provider(s) (the “Proxy Advisory Firm”) to provide recommendations for proxy voting guidelines, information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals, operationally process votes in accordance with the Guidelines on behalf of the clients for whom Principal Asset Management has proxy voting responsibility, and provide reports concerning the proxies voted (“Proxy Voting Services”). Although Principal Asset Management has retained the Proxy Advisory Firm for Proxy Voting Services, the entity remains responsible for proxy voting decisions. Principal Asset Management has designed the Policy to oversee and evaluate the Proxy Advisory Firm, including with respect to the matters described below, to support its voting in accordance with this Policy.

•

Oversight of Proxy Advisory Firms

Prior to the selection of any new Proxy Advisory Firm and annually thereafter or more frequently if deemed necessary by Principal Asset Management, the Proxy Voting Committee will consider whether the Proxy Advisory Firm: (a) has the capacity and competency to adequately analyze proxy issues and provide the Proxy Voting Services the Proxy Advisory Firm has been engaged to provide and (b) can make its recommendations in an impartial manner, in consideration of the best interests of Principal Asset Management’s clients, and consistent with its voting policies. Such considerations may include, depending on the Proxy Voting Services provided, the following: (i) periodic sampling of votes pre-populated by the Proxy Advisory Firm’s systems as well as votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by Principal Asset Management are being followed; (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to Principal Asset Management (iii) a review of those aspects of the Proxy Advisory Firm’s policies, procedures, and methodologies for formulating voting recommendations that Principal Asset Management considers material to Proxy Voting Services, including factors considered, with a particular focus on those relating to identifying, addressing and disclosing potential conflicts of interest (including potential conflicts related to the provision of Proxy Voting Services, activities other than Proxy Voting Services, and those presented by affiliation such as a controlling shareholder of the Proxy Advisory Firm) and monitoring that materially current, accurate, and complete information is used in creating recommendations and research; (iv) requiring the Proxy Advisory Firm to notify Principal Asset Management if there is a substantive change in the Proxy Advisory Firm’s policies and procedures or otherwise to business practices, including with respect to conflicts, information gathering and creating voting recommendations and research, and reviewing any such change(s); (v) a review of how and when the Proxy Advisory Firm engages with, and receives and incorporates input from, issuers, the Proxy Advisory Firm’s clients and other third-party information sources; (vi) assessing how the Proxy Advisory Firm considers factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote; (vii) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken; and (viii) assessing whether the Proxy Advisory Firm appropriately updates its methodologies, guidelines, and voting recommendations on an ongoing basis and incorporates input from issuers and Proxy Advisory Firm clients in the update process. In evaluating the Proxy Advisory Firm, Principal Asset Management may also consider the adequacy and quality of the Proxy Advisory Firm’s staffing, personnel, and/or technology.

•

Procedures for Voting Proxies

To increase the efficiency of the voting process, Principal Asset Management utilizes the Proxy Advisory Firm to act as its voting agent for its clients’ holdings. Issuers initially send proxy information to the clients’ custodians.

Principal Asset Management instructs these custodians to direct proxy related materials to the Proxy Advisory Firm. The Proxy Advisory Firm provides Principal Asset Management with research related to each resolution. Principal Asset Management analyzes relevant proxy materials on behalf of their clients and seek to instruct the vote (or refrain from voting) proxies in accordance with the Guidelines. A client

may direct Principal Asset Management to vote for such client’s account differently than what would occur in applying the Policy and the Guidelines. Principal Asset Management may also agree to follow a client’s individualized proxy voting guidelines or otherwise agree with a client on particular voting considerations. Principal Asset Management seeks to vote (or refrain from voting) proxies for its clients in a manner determined to be in their best financial interests. In some cases, Principal Asset Management may determine that it is in the best interests of clients to refrain from exercising the clients’ proxy voting rights. Principal Asset Management may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of Principal Asset Management, exceed the expected benefits of voting to the client.

•

Procedures for Proxy Issues within the Guidelines

Where the Guidelines address the proxy matter being voted on, the Proxy Advisory Firm will generally process all proxy votes in accordance with the Guidelines. In the case of Shareholder Proposals for actively held securities, all ballots will be escalated to the applicable investment team to make a case-by-case determination of the vote decision. The applicable investment team may provide instructions to vote contrary to the Guidelines in their discretion and with sufficient rationale documented in writing to seek to maximize the value of the client’s investments or is otherwise in the client’s best interest. This rationale will be submitted to Principal Asset Management Compliance to approve and once approved administered by Principal Asset Management Operations. This process will follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting authority. In certain cases, a client may have elected to have Principal Asset Management administer a custom policy which is unique to the Client. If Principal Asset Management is also responsible for the administration of such a policy, in general, except for the specific policy differences, the procedures documented here will also be applicable, excluding reporting and disclosure procedures.

•

Procedures for Proxy Issues Outside the Guidelines

To the extent that the Guidelines do not cover potential voting issues, the Proxy Advisory Firm will seek direction from Principal Asset Management. Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues in a manner believed to be in the best interests of the client. Although this not an exception to the Guidelines, this process will also follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting discretion, which shall include instances where issues fall outside the Guidelines.

•

Securities Lending

Some clients may have entered into securities lending arrangements with agent lenders to generate additional revenue. If a client participates in such lending, the client will need to inform Principal Asset Management as part of their contract with Principal Asset Management if they require Principal Asset Management to take actions in regard to voting securities that have been lent. If not commemorated in such agreement nor dictated by regulatory requirements, Principal Asset Management will not recall securities and as such, they will not have an obligation to direct the proxy voting of lent securities.

In the case of lending, Principal Asset Management maintains one share for each company security out on loan by the client. Principal Asset Management will vote the remaining share in these circumstances.

In cases where Principal Asset Management does not receive a solicitation or enough information within a sufficient time (as reasonably determined by Principal Asset Management) prior to the proxy-voting deadline, Principal Asset Management or the Proxy Advisory Firm may be unable to vote.

•

Regional Variances in Proxy Voting

Principal Asset Management utilizes the Policy and Guidelines for both US and non-US clients, and there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company’s shareholders.

With respect to non-U.S. companies, we make reasonable efforts to vote most proxies and follow a similar process to those in the U.S. However, in some cases it may be both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. In certain instances, it may be determined by Principal Asset Management that the anticipated economic benefit outweighs the expected cost of voting. Principal Asset Management intends to make their determination on whether to vote proxies of non-U.S. companies on a case-by-case basis. In doing so, Principal Asset Management shall evaluate market requirements and impediments, including the difficulties set forth above, for voting proxies of companies in each country. Principal Asset Management periodically reviews voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect Principal Asset Management’s determinations and procedures.

•

Conflicts of Interest

Principal Asset Management recognizes that, from time to time, potential conflicts of interest may exist. In order to avoid any perceived or actual conflict of interest, the procedures set forth below have been established for use when Principal Asset Management encounters a potential conflict to ensure that its voting decisions are based on maximizing shareholder value and are not the product of a conflict.

•

Addressing Conflicts of Interest – Exception Process

Prior to voting contrary to the Guidelines, the relevant investment team must complete and submit a report to Principal Asset Management Compliance setting out the name of the security, the issue up for vote, a summary of the Guidelines’ recommendation, the vote changes requested and the rational for voting against the Guidelines’ recommendation. The member of the investment team requesting the exception must attest to compliance with Principal’s Code of Conduct and the has an affirmative obligation to disclose any known personal or business relationship that could affect the voting of the applicable proxy. Principal Asset Management Compliance will approve or deny the exception in consultation, if deemed necessary, with the Legal.

If Principal Asset Management Compliance determines that there is no potential material conflict exists, the Guidelines may be overridden. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee. The Proxy Voting Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual material conflict and decide by a majority vote as to how to vote the proxy – i.e., whether to permit or deny the exception.

In considering the proxy vote and potential material conflict of interest, the Proxy Voting Committee may review the following factors:

•

The percentage of outstanding securities of the issuer held on behalf of clients by Principal Asset Management;

•

The nature of the relationship of the issuer with the Principal Asset Management, its affiliates or its executive officers;

•

Whether there has been any attempt to directly or indirectly influence the investment team’s decision;

•

Whether the direction of the proposed vote would appear to benefit Principal Asset Management or a related party; and/or

•

Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.

To further address potential conflicts of interest for any proxy votes specific to Principal Financial Group common stock, the exception process is not applicable. In the case of any proprietary electronically traded funds (“ETF”s), mutual funds or other comingled proprietary vehicles, PGI will vote in the same proportion as all other voting shareholders of the underlying fund/vehicle, which is referred to as echo voting, and the exception process is not applicable If echo voting is not available or operationally feasible, Principal Asset Management may abstain from voting.

In the event that the Proxy Advisor Firm itself has a conflict and thus is unable to provide a recommendation, the investment team may vote in accordance with the recommendation of another independent service provider, if available. If a recommendation from an independent service provider other than the Proxy Advisor Firm is not available, the investment team will follow the Exception Process. Principal Asset Management Compliance will review the form and if it determines that there is no potential material conflict mandating a voting recommendation from the Proxy Voting Committee, the investment team may instruct the Proxy Advisory Firm to vote the proxy issue as it determines is in the best interest of clients. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee for consideration as outlined above.

Availability of Proxy Voting Information and Recordkeeping

Disclosure

Principal Asset Management publicly discloses on our website Principal Asset Management Vote Disclosure The interactive voting dashboard, allows for dynamic disclosure of the manner in which votes were cast, including details related to (i) votes against management, (ii) abstentions, (iii) vote rationale, and (iii) voting metrics. For more information, Clients may contact Principal Asset Management for details related to how Principal Asset Management has voted with respect to securities held in the Client’s account. On request, Principal Asset Management will provide clients with a summary of Principal Asset Management’s proxy voting guidelines, process and policies and will inform the clients how they can obtain a copy of the complete Proxy Voting Policies and Procedures upon request. Principal Asset Management will also include such information described in the preceding two sentences in Part 2A of its Form ADV.

•

Recordkeeping

Principal Asset Management will keep records of the following items: (i) the Guidelines, (ii) the Proxy Voting Policies and Procedures; (iii) proxy statements received regarding client securities (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iv) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (v) records of written client requests for proxy voting information and responses from Principal Asset Management (whether a client’s request was oral or in writing); (vi) any documents prepared by Principal Asset Management that were material to making a decision how to vote, or that memorialized the basis for the decision; (vii) a record of any testing conducted on any Proxy Advisory Firm’s votes; (viii) materials collected and reviewed by Principal Asset Management as part of its due diligence of the Proxy Advisory Firm; (ix) a copy of each version of the Proxy Advisory Firm’s policies and procedures provided to Principal Asset Management; and (x) the minutes of the Proxy Voting Committee meetings. All of the records referenced above will be kept in an easily accessible place for at least the length of time required by local regulation and custom, and, if such local regulation requires that records are kept for less than six years from the end of the fiscal year during which the last entry was made on such record, we will follow the US rule of six years. If the local regulation requires that records are kept for more than six years, we will comply with the local regulation. We maintain the vast majority of these records electronically.

Security Capital Research & Management, Inc. (“SC-R&M”)

Compliance Policy

Regulatory Category: Proxy Voting

Overview:

Ø

Advisers that have proxy voting authority must act in the best interest of their client with respect to proxy voting activities.

Ø

Advisers must have written policies and procedures regarding how proxies are voted. The policies and procedures must include procedures intended to prevent material conflicts of interest from affecting the manner in which proxies are voted.

Ø

SC-R&M has adopted written policies and procedures that address how proxies are voted and how this information can be obtained by clients.

Applicable Regulation:

Ø

Investment Advisers Act of 1940: Rule 206(4)-6

Summary of Regulatory Requirements:

1.

An adviser must adopt and implement written policies and procedures reasonably designed to ensure that:

a.  proxies are voted in the best interest of the client;
b.  conflicts are identified and handled appropriately; and
c.  fiduciary obligations are fulfilled.
2.

An adviser must disclose to its clients how they may obtain information on how proxies were voted for securities held for their accounts.

3.

An adviser must disclose to clients, information about its proxy voting policies and procedures and how clients may obtain them.

4.

Effective July 1, 2024, an adviser subject to the Exchange Act, is required to report annually to the SEC on Form N-PX how it voted proxies relating to shareholder advisory votes on executive compensation (or “say-on-pay”) matters.

Activities Conducted by SC-R&M to Satisfy Regulatory Requirements:

1.

SC-R&M has adopted and implemented policies and procedures reasonably designed to ensure that it votes client securities in the best interest of clients, including how the Adviser addresses material conflicts of interest. SC-R&M, an investment adviser within JPMAM, has adopted the JPMAM Global Proxy Voting Guidelines.

2.

SC-R&M seeks to have each investment management agreement (“IMA”) specify whether SC-R&M or the client is responsible for voting proxies.

3.

If SC-R&M is responsible, it aims to vote proxies in the best interests of the client and in accordance with the JPMorgan Asset Management (“JPMAM”) Global Proxy Voting Guidelines. These guidelines are proprietary to JPMAM and reflect JPMAM’s views on proxy matters informed by its investment experience and research over many years of proxy voting. Certain guidelines are prescriptive (“Prescribed Guidelines”), specifying how JPMAM will vote a particular proxy proposal (absent an override). Other guidelines contemplate voting on a case-by-case basis.

4.

Overrides of Prescribed Guidelines are permitted as individual company facts and circumstances vary. In some cases, JPMAM may determine that, in the best interest of its

clients, a particular proxy item should be voted in a manner not consistent with the Prescribed Guidelines. In such circumstances, where JPMAM chooses to vote contrary to its Prescribed Guidelines (an “Override”), the Proxy Administrator will:

• Refer their considerations and recommendation to the Proxy Committee for further review, if necessary, as determined by the Proxy Administrator.

• Maintain the records required for each Override, including any required regional attestation from investment professionals or stewardship specialists that the vote was free of conflicts of interest and MNPI.

5.

Subject to oversight by the Proxy Committee, JPMAM may and has retained the services of independent voting service providers (Independent Voting Services) to assist with functions such as coordinating with client custodians to ensure that all proxy materials are processed in a timely fashion, recordkeeping, acting as an agent to execute JPMAM’s proxy voting decisions, providing proxy research and analysis, and providing certain conflict of interest-related services. JPMAM performs ongoing oversight of Independent Voting Services, including periodic review of vote execution accuracy, staffing, methodology, conflicts processes, changes to policies and procedures, and quality of research.

6.

Sales and marketing professionals are precluded from participating in the decision-making process.

7.

The US Investment Advisers Act of 1940 requires that the proxy voting procedures adopted and implemented by a US investment adviser include procedures that address material conflicts of interest that may arise between the investment adviser’s interests and those of its clients. To address such material and/or potential conflicts of interest, JPMAM relies on certain policies and procedures. To maintain the integrity and independence of JPMAM’s investment processes and decisions, including proxy voting decisions, and to protect JPMAM’s decisions from influences that could lead to a vote other than in a client’s best interests, JPMC (including JPMAM) has adopted several policies, including the Conflicts of Interest Policy – Firmwide, Information Safeguarding and Barriers Policy – Firmwide, and Information Safeguarding and Barriers Policy – MNPI Firmwide Supplement. Material conflicts of interest are further avoided by voting in accordance with JPMAM’s Prescribed Guidelines.

8.

To oversee the proxy voting process on an ongoing basis, a proxy committee (“Proxy Committee”) has been established for each global location where proxy voting decisions are made. Each Proxy Committee is composed of members and invitees, including a Proxy Administrator (as defined below) and senior officers from among the investment, legal, compliance and risk management departments. The primary functions of each Proxy Committee include: (1) reviewing and approving the Guidelines annually; (2) providing advice and recommendations on general proxy voting matters, including potential or material conflicts of interest escalated to it from time to time as well as on specific voting issues to be implemented by the relevant JPMAM Entity; and (3) determining the independence of any third-party vendor to which it has delegated proxy

voting responsibilities (such as, for example, delegation when JPMAM has identified it has a material conflict of interest) and concluding that there are no conflicts of interest that would prevent such vendor from providing such proxy voting services prior to delegating proxy responsibilities. The Proxy Committee may delegate certain of its responsibilities to subgroups composed of at least three Proxy Committee members. The Proxy Committee meets at least quarterly, or more frequently as circumstances dictate. The global head of investment stewardship is invited to each regional committee and, working with the regional Proxy Administrators, is charged with overall responsibility for JPMAM’s approach to governance issues, including proxy voting worldwide and coordinating regional proxy voting guidelines in accordance with applicable regulations and best practices.

9.

Each JPMAM Entity appoints a JPMAM professional to act as a proxy administrator (“Proxy Administrator”) for each global location of such an entity where proxy-voting decisions are made. The Proxy Administrators are charged with oversight of these Guidelines and the proxy voting process. The Proxy Administrator, working together with the investment stewardship teams and portfolio management teams, including portfolio managers and research analysts, is responsible for voting proxies as described in the JPMAM Guidelines. Please note that JPMAM may not vote proxies for which it has voting discretion in certain instances, including, without limitation, when it identifies a material conflict of interest, when securities are out on loan and have not been recalled, in certain markets that have share blocking or other regulatory restrictions, when the proxy materials are not available in time for JPMAM to make a voting decision or cast a vote, or for certain non-U.S. securities positions if, in JPMAM’s judgment, the expense and administrative inconvenience or other burdens outweigh the benefits to clients of voting the securities.

10.

Examples of other such material conflicts of interest that could arise include, without limitation, circumstances in which:

• Management of a JPMAM client or prospective client, distributor or prospective distributor of its investment management products, or critical vendor, is soliciting proxies, and failure to vote in favor of management may harm JPMAM’s relationship with such a company and materially impact JPMAM’s business.

• A personal relationship between a JPMAM officer and the management of a company, or other proponents of a proxy proposal, could impact JPMAM’s voting decision.

• When a JPMAM affiliate is an investment banker or rendered a fairness opinion with respect to the matter that is the subject of the proxy vote.

11.

Depending on the nature of the conflict, JPMAM may elect to take one or more of the following measures, or other appropriate action:

• Removing certain adviser personnel from the proxy voting process.

• “Walling off” personnel with knowledge of the conflict to ensure that such personnel do not influence the relevant proxy vote.

• Voting in accordance with the applicable Prescribed Guidelines, if the application of the Proxy Voting Guidelines would objectively result in the casting of a proxy vote in a predetermined manner.

• Delegating the vote to an independent third party, if any, that will vote in accordance with its own determination. However, JPMAM may request an exception to this process to vote against a proposal rather than referring it to an independent third party (“Exception Request”) where the Proxy Administrator has actual knowledge indicating that a JPMAM affiliate is an investment banker or rendered a fairness opinion with respect to the matter that is the subject of a proxy vote. The Proxy Committee shall review the Exception Request and shall determine whether JPMAM should vote against the proposal or whether such proxy should still be referred to an independent third party due to the potential for additional conflicts or otherwise.

12.

In certain circumstances, JPMAM may abstain and/or delegate proxy voting to an Independent Voting Service, including the following:

• For securities that were held in an account on record date but not on the date of the proxy vote, we may abstain from voting where JPMAM no longer holds the position.

• JPMAM may abstain and/or delegate proxy voting to an Independent Voting Service where there are identified conflicts of interest as described above.

13.

JPMAM performs ongoing oversight of Independent Voting Services, including periodic review of vote execution accuracy, staffing, methodology, conflicts processes, changes to policies and procedures, and quality of research.

14.

SC-R&M files annually on Form N-PX how it voted proxies relating to shareholder advisory votes on executive compensation (or “say-on-pay”) matters. Form N-PX is to be filed not later than August 31 of each year, or on the next filing date following August 31 if August 31 falls on a weekend or a day the SEC is closed, containing its proxy voting record for the most recent 12-month period ended June 30. SC-R&M has engaged a third-party vendor to coordinate the electronic filing with the SEC through the EDGAR system. Records relating to the votes will be provided by the advisor. Upon request, clients may obtain information as to how SC-R&M voted for their account by contacting their Client Account Manager.

15.

SC-R&M clients can obtain voting records for their portfolio(s), as well as a copy of the JPMAM Proxy Voting Guidelines, by contacting their Client Account Manager.

16.

SC-R&M maintains all proxy voting records in an easily accessible place for seven (7) years.

Areas of Responsibility

Ø

Client Account Management

Ø

Compliance Department

Ø

JPMAM Stewardship Team

Ø

Investment Analysts

Ø

Legal Department

Ø

Portfolio Management

Ø

Proxy Administrator

Ø

Proxy Committee

Ø

Risk Management Department

Applicable Policies

Ø

ERISA Fiduciary Policy

Ø

Information Safeguarding and Barriers Policy – Firmwide

Ø

Information Safeguarding and Barriers Policy – MNPI Firmwide Supplement

Ø

JPMorgan Asset Management Global Proxy Voting Guidelines

Ø

Conflicts of Interest Policy – Firmwide

Ø

SC-R&M Conflicts of Interest and the Safeguarding of Material, Non-Public Information Policy

Ø

SC-R&M Compliance with Securities Position Regulations Policy

Ø

Investment Stewardship Report

Updated: April 2025

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

As of March 31, 2025, the following individuals have primary responsibility for the day-to-day implementation of the registrant’s investment strategy (the “Portfolio Managers”):

Versus Capital Advisors LLC

The management of the Fund’s investment portfolio will be the responsibility of the Adviser and the Adviser’s Investment Committee:

Name

Title

Since

Recent Experience

Casey Frazier, CFA

Chief Investment Officer Inception

Chief Investment Officer of Versus Capital Advisors. Mr. Frazier is the Chairman of the Versus Investment Committee. He has served as the CIO since joining the Adviser in 2011.

Dave Truex, CFA

Deputy Chief Investment Officer August 2017

Deputy Chief Investment Officer of Versus Capital Advisors. Mr. Truex is a member of the Versus Investment Committee. He has served as the Deputy CIO since joining the Adviser in 2017. Prior to joining the Adviser, Mr. Truex was a Portfolio Manager for Colorado’s Public Employees Retirement Association.

Kevin Nagy, CAIA

Director of Investments July 2024

Director of Investments of Versus Capital Advisors. Mr. Nagy has served as Director of Investments since 2024 and previously served as Senior Portfolio Analyst since joining the Adviser in 2019. Prior to joining the Adviser, Mr. Nagy was an Assistant Vice President in Callan LLC’s Real Assets Consulting Group from 2013-2019

Sub-Advisers

Principal Real Estate Investors

The Adviser has engaged Principal Real Estate Investors, LLC (“PrinREI”) a registered adviser under the Advisers Act, to act as an independent sub-adviser to the Fund. The key decision makers for the portion of the Fund’s portfolio managed by PrinREI include:

Name

Title

Since

Recent Experience

Kelly Rush

Chief Investment Officer 1987

Mr. Rush is the CIO and a Global Portfolio Manager for PrinREI. Mr. Rush has been with the firm since 1987.

Anthony Kenkel

Portfolio Manager 2001

Mr. Kenkel is a Global Portfolio Manager for PrinREI. Mr. Kenkel has been with the firm since 2001.

Simon Hedger

Portfolio Manager 2003

Mr. Hedger is a Global Portfolio Manager for PrinREI. Mr. Hedger has been with the firm since 2003.

Security Capital Research & Management

The Adviser has engaged Security Capital Research & Management Incorporated (“Security Capital”) a registered adviser under the Advisers Act, to act as an independent sub-adviser to the Fund. The key decision makers for the portion of the Fund’s portfolio managed by Security Capital include:

Name

Title

Since

Recent Experience

Anthony Manno

CEO & CIO 1994

Mr. Manno is the CEO and CIO of Security Capital. Mr. Manno has been with the firm since 1994.

Kevin Bedell

Head of Investment Research 1996

Mr. Bedell is the Head of Investment Research of Security Capital. Mr. Bedell has been with the firm since 1996.

Nathan J. Gear

Executive Director 2006

Mr. Gear is the Head of the Portfolio Analytics and Execution Team, which oversees portfolio and market analytics, and trade execution.

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

As of March 31, 2025, the Portfolio Managers listed above are also responsible for the day-to-day management of the following (not including the registrant):

Versus Capital Advisors LLC

Portfolio Manager Other Registered
Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Number  Total
Assets of
Other
Registered
Investment
Companies
Number  Total Assets  Number  Total Assets
of Other
Accounts

Casey Frazier, CFA

2 $2.80 billion 3 $1.4 million 0 N/A

Dave Truex, CFA

0 N/A 0 N/A 0 N/A

Kevin Nagy, CAIA

 1  $2.60billion  0   N/A   0   N/A 

Performance Fee Based Accounts

(The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account)

Casey Frazier, CFA

0 N/A 0 N/A 0 N/A

Dave Truex, CFA

0 N/A 0 N/A 0 N/A

Kevin Nagy, CAIA

0 N/A 0 N/A 0 N/A

Conflicts of Interest

In addition to the Fund, the Adviser provides investment advisory services to Versus Capital Real Assets Fund LLC and Versus Capital Infrastructure Income Fund, each a continuously offered registered closed-end management investment company that has elected to be treated as an interval fund, as well as three charitable pooled income funds, as defined under section 642(c)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and may provide investment advisory services to other funds and accounts in the future (collectively with the Fund, “Client Accounts”). Because there are different fee structures for each Client Account and because the Adviser’s portfolio managers may have investments in one Client Account but not another (or they may invest different amounts in each Client Account), the Adviser’s portfolio managers may have an incentive to dedicate more time and resources or to otherwise favor one Client Account over another. The Adviser anticipates that the Fund and another Client Account could have overlapping portfolio holdings or that an investment opportunity would be appropriate for both portfolios. As such, the Adviser has policies and procedures designed to allocate investment opportunities among the Client Accounts on a fair and equitable basis over time. Additional controls are in place to monitor the investment decisions and performance of Client Accounts and to address these and other conflicts of interest. See “Conflicts of Interest – The Adviser, the Sub-Advisers, and the Private Fund Managers” below for an additional discussion of the Adviser’s conflicts of interest.

Sub-Advisers

Principal Real Estate Securities

As of March 31, 2025, in addition to the Fund, PrinREI’s portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Portfolio Manager

Other Registered
Investment Companies
Other Pooled
Investment Vehicles
Other Accounts
Number  Total Assets of
Other
Registered
Investment
Companies
Number  Total Assets  Number  Total Assets of
Other
Accounts

Anthony Kenkel

18 $10.4 billion 6 $2.8 billion 76 $7.7 billion

Kelly Rush

18 $10.4 billion 6 $3.0 billion 76 $7.7 billion

Simon Hedger

14 $3.5 billion 4 $1.1 billion 30 $4.3 billion

Performance Fee-Based Accounts

(The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account)

Anthony Kenkel

0 N/A 0 N/A 3 $0.2 MM

Kelly Rush

0 N/A 0 N/A 3 $0.2 MM

Simon Hedger

0 N/A 0 N/A 2 $0.1 MM

Conflicts of Interest

In addition to sub-advising the Fund, PrinREI provides investment advisory services to numerous other client accounts. The investment objectives and policies of these accounts may differ from those of the Fund. Based on these differing circumstances, potential conflicts of interest may arise because PrinREI may be required to pursue different investment strategies on behalf of the Fund and other client accounts. For example, where PrinREI is managing an account for an individual, it may be required to consider the individual client’s existing positions, personal tax situation, suitability, personal biases, and investment time horizon, considerations that do not necessarily impact its investment decisions on behalf of the Fund. This means that research on securities to determine the merits of including them in the Fund’s portfolio are similar, but not identical, to those employed in building private client portfolios. As a result, there may be instances in which PrinREI purchases or sells an investment for one or more private accounts and not for the Fund, or vice versa. To the extent the Fund and other clients seek to acquire the same security at about the same time, the Fund may not be able to acquire as large a position in such security as it desires or it may have to pay a higher price for the security. Similarly, the Fund may not be able to obtain as large an execution of an order to sell or as high a price for any particular security if the portfolio managers desire to sell the same portfolio security at the same time on behalf of other clients. On the other hand, if the same securities are bought or sold at the same time by more than one client, the resulting participation in volume transactions could produce better executions for the Fund.

Security Capital Research & Management

As of March 31, 2025, in addition to the Fund, Security Capital’s portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

Portfolio Manager

Registered
Investment
Companies

Other Pooled
Investment Vehicles

Other Accounts

Number  Assets
Managed
Number  Assets
Managed
Number  Assets
Managed

Anthony R. Manno Jr.

1 $0.4 billion 2 $0.7 billion 63 $1.6 billion

Kevin W. Bedell

1 $0.4 billion 2 $0.7 billion 63 $1.6 billion

Nathan J. Gear

1 $0.4 billion 2 $0.7 billion 63 $1.6 billion

Performance Fee Based Accounts

(The number of accounts and the total assets in the accounts managed by each portfolio manager with respect to which the advisory fee is based on the performance of the account)

Anthony R. Manno Jr.

 0   N/A   0   N/A   4  $0.6 billion

Kevin W. Bedell

0 N/A 0 N/A 4 $0.6 billion

Nathan J. Gear

0 N/A 0 N/A 4 $0.6 billion

Conflicts of Interest

The Security Capital portfolio managers’ management of other accounts may give rise to potential conflicts of interest in connection with their management of the Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts managed by Security Capital’s portfolio managers include other registered mutual funds and separately managed accounts. The other accounts might have similar investment objectives as the Fund or hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Fund. While the portfolio managers’ management of other accounts may give rise to the following potential conflicts of interest, Security Capital does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, Security Capital believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of the portfolio managers’ day-to-day management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing, and possible market impact of Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund. However, Security Capital has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of the portfolio managers’ management of the Fund and other accounts, which, in theory, may allow them to allocate investment opportunities in a way that favors other accounts over the Fund. This conflict of interest may be exacerbated to the extent that Security Capital or the portfolio managers receive, or expect to receive, greater compensation from their management of the other accounts than from the Fund. Notwithstanding this theoretical conflict of interest, it is Security Capital’s policy to manage each account based on its investment objectives and related restrictions and, as discussed above, Security Capital has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account’s investment objectives and related restrictions. For example, while the portfolio managers may buy for other accounts securities that differ in identity or quantity from securities bought for the Fund, such securities might not be suitable for the Fund given the investment objectives and related restrictions.

(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members

Versus Capital Advisors LLC

A team approach is used by the Adviser to manage the Fund. The Investment Committee of the Adviser is chaired by Casey Frazier and includes David Truex, among others. Mr. Frazier and Mr. Truex are each paid a base salary, a discretionary bonus, and a share of the profits, if any, earned in their ownership of the Adviser. Mr. Nagy is paid a base salary and a discretionary bonus.

Sub-Advisers

Principal Real Estate Securities

The Fund pays PrinREI a sub-advisory fee based on the net assets of the Fund managed by PrinREI, as set forth in an investment sub-advisory agreement between PrinREI and Versus Capital. PrinREI pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Fund. The following information relates to the period ended March 31, 2025.

Compensation for all team members is comprised of fixed pay (base salary) and variable incentive components. As team members advance in their careers, the variable incentive opportunity increases in its proportion commensurate with responsibility levels. Variable incentive takes the form of a profit-based incentive plan with funding based on pre-tax, pre-bonus operating earnings generated by the team. The plan is designed to provide line-of-sight to team members, enabling them to share in current and future business growth (profits of the team) while reinforcing delivery of investment performance, long- term business growth, team collaboration, regulatory compliance, operational excellence, client retention and client satisfaction. Investment performance is measured against relative client benchmarks and peer groups over one-year, three-year, calculated quarterly, reinforcing a longer-term orientation.

Awards from the profit share plan are delivered in the form of cash or a combination of cash, Principal Financial Group (“PFG”) restricted stock units (“RSUs”) and fund deferrals (money is aligned with funds managed by the team). The amount of incentive delivered in the form of RSUs and fund deferral awards depends on the size of an individual’s incentive award as it relates to a tiered deferral schedule. RSU and fund deferral awards are subject to a three-year cliff vesting schedule. The overall measurement framework and deferred components are designed to align with a focus on clients’ objectives (e.g. long-term investment performance; fund deferrals), alignment with Principal shareholders (e.g. RSUs), and talent retention.

The annual discretionary bonus is determined based on investment performance and discretionary factors including individual performance, market compensation levels, retentive needs, contribution to profitability, and collaborative effort. Performance goals used to measure individual performance is closely aligned with client investment goals and objectives, with the largest determinant being portfolio investment performance relative to appropriate client benchmarks and peer groups over one and three-year time periods.

Promotions are based on need for a higher-level role and individual readiness. Readiness for a promotion involves an evaluation of the individual’s demonstrated competencies, proficiencies and behavior.

Security Capital Research & Management

The Fund pays Security Capital a sub-advisory fee based on the net assets of the Fund managed by Security Capital, as set forth in an investment sub-advisory agreement between Security Capital and Versus Capital. Security Capital pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Fund. The following information relates to the period ended March 31, 2025.

The principal form of compensation of Security Capital’s professionals is a base salary and annual bonus. Base salaries are fixed for each portfolio manager. Each professional is paid a cash salary and, in addition, a year-end bonus based on achievement of specific objectives that the professional’s manager and the professional agree upon at the commencement of the year. The annual bonus is paid partially in cash and partially in either: (i) restricted stock of Security Capital’s parent company, JPMorgan Chase & Co., and/or (ii) in self-directed parent company mutual funds, all vesting over a three-year period (50% each after the second and third years). The annual bonus is a function of Security Capital achieving its financial, operating and investment performance goals, as well as the individual achieving measurable objectives specific to that professional’s role within the firm. The annual incentive program is linked directly to the profitability of each business unit, to JPMorgan Asset Management as a whole, and to the performance of the firm generally. None of the portfolio managers’ compensation is based on the performance of, or the value of assets held in, the Fund.

(a)(4) Disclosure of Securities Ownership

Versus Capital Advisors LLC

The following table discloses the dollar range of equity securities beneficially owned by the portfolio managers of the Fund as of March 31, 2025.

Name of Portfolio Manager

Dollar Range of Equity

Securities in the Fund

Casey Frazier

$500,001-$1,000,000

David Truex

$10,001-$50,000

Kevin Nagy

none

Sub-Advisers

Principal Real Estate Securities

As of March 31, 2025, PrinREI’s portfolio managers did not beneficially own any shares of the Fund.

Security Capital Research & Management

As of March 31, 2025, Security Capital’s portfolio managers did not beneficially own any shares of the Fund.

(b) Not applicable

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

(a) Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 16. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a) Not applicable.

(b) Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not Applicable.

Item 19. Exhibits.

(a)(1)

Not applicable.

(a)(2)

Not applicable.

(a)(3)  Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(4)

Not applicable.

(a)(5)

Not applicable.

(b)

Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Versus Capital Real Estate Fund LLC                  

By (Signature and Title)*   /s/ Mark D. Quam

  Mark D. Quam, Chief Executive Officer

  (principal executive officer)

Date  June 4, 2025                                                 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*   /s/ Mark D. Quam
  Mark D. Quam, Chief Executive Officer
  (principal executive officer)

Date June 4, 2025                                                

By (Signature and Title)*   /s/ Brian Petersen
  Brian Petersen, Chief Financial Officer
  (principal financial officer)

Date June 4, 2025                                                

* Print the name and title of each signing officer under his or her signature.

Versus Capital Multi-Manager Real Estate Income Fund LLC published this content on June 04, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 04, 2025 at 18:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io