0001104659-12-023649 Sample Contracts

Underwriting Agreement for: Versus Capital Multi-Manager Real Estate Income Fund LLC
Underwriting Agreement • April 3rd, 2012 • 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.

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