0000922907-13-000233 Sample Contracts

Contract
Sales Agent Agreement • May 30th, 2013 • MacKenzie Realty Capital, Inc. • California
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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 30th, 2013 • MacKenzie Realty Capital, Inc. • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of this 28th day of February, 2013 (the “Effective Date”) by and between MacKenzie Realty Capital, Inc., a Maryland corporation having its principal place of business in Moraga, California (the “Company”), and MCM Advisers, LP, a California limited partnership having its principal place of business in Moraga, California (the “Adviser”).

ARI Financial Services, Inc. Leawood, Kansas 66224 Re: Marketing Services Agreement Dear Mr. Candler:
MacKenzie Realty Capital, Inc. • May 30th, 2013

MacKenzie Realty Capital, Inc., a Maryland corporation (the “Fund”), is pleased to establish the terms of its retention of ARI Financial Services, Inc. (“ARI”) for the provision of marketing and placement agent services by ARI to the Fund as described below. The Fund proposes to offer publicly for subscription and to sell to subscribers acceptable to the Fund, upon the terms and subject to the conditions of this letter agreement (“Agreement”) and the registration statement on Form N-2 (File No. 333-181853) (the “Registration Statement”) filed by the Fund with the Securities and Exchange Commission (“SEC”) and several state securities authorities (together, the “Authorities,” and with the SEC, the “Securities Regulators”) under the Securities Act of 1933, as amended (the “1933 Act”) and under applicable state law (collectively with the 1933 Act, the “Securities Laws”), which Registration Statement contains a prospectus, as it may be amended by the Fund from time to time (the “Prospectus

ADMINISTRATION AGREEMENT
Administration Agreement • May 30th, 2013 • MacKenzie Realty Capital, Inc. • California

THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made and entered into as of the date set forth below by and between MacKenzie Realty Capital, Inc., a Maryland corporation (the “Fund”), and MacKenzie Capital Management, LP, a California limited partnership (“Administrator”).

INVESTOR SERVICES AGREEMENT
Investor Services Agreement • May 30th, 2013 • MacKenzie Realty Capital, Inc. • Texas

This document describes our responsibilities, fees and the types of administrative services we agree to provide to you hereunder including, but not limited to, such as investor services, subscription document input, commission processing, distribution processing, transfers and tax reporting.

PORTFOLIO STRUCTURING FEE AGREEMENT
Portfolio Structuring Fee Agreement • May 30th, 2013 • MacKenzie Realty Capital, Inc. • Delaware

THIS PORTFOLIO STRUCTURING FEE AGREEMENT is made as of this 28th day of February, 2013 (the “Effective Date”) by and between MacKenzie Realty Capital, Inc., a Maryland corporation having its principal place of business in Moraga, California (the “Company”), and MCM Advisers, LP, a California limited partnership having its principal place of business in Moraga, California (the “Adviser”).

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