Underwriting Agreement for: Versus Capital Multi-Manager Real Estate Income Fund LLC

Exhibit 99.h(1)

Underwriting Agreement for:

Versus Capital Multi-Manager Real Estate Income Fund LLC

Effective as of the closing of the sale (“Effective Date”) of BNY Mellon Distributors LLC to Foreside Distributors, LLC by The Bank of New York Mellon Corporation, Versus Capital Multi-Manager Real Estate Income Fund LLC (the “Fund Company”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and Foreside Funds Distributors LLC (formerly known as BNY Mellon Distributors LLC - the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the underwriting agreement between the parties dated August 24, 2011 (the “Existing Agreement”), except as noted below.  Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Unless sooner terminated as provided herein, this agreement shall continue for an initial two-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds’ board of trustees or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this agreement and who are not interested persons (as defined in the 0000 Xxx) of any party to this agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor.  This agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company.  This agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

IN WITNESS WHEREOF, the parties hereto have caused this Underwriting Agreement to be executed as of the Effective Date.

Versus Capital Multi-Manager Real Estate Income Fund LLC			Foreside Funds Distributors LLC
By:	/s/ Xxxxxxx Xxxx		By:	/s/ Xxxx X. Xxxxxxxx
Name:	Xxxxxxx Xxxx		Name:	Xxxx X. Xxxxxxxx
Title:	Chief Financial Officer		Title:	President
Date:	3/30/12		Date:	3/23/12