0000922907-13-000375 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 5th, 2013 • MacKenzie Realty Capital, Inc. • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”) is effective as of the 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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SALES AGENT AGREEMENT Date: ______________
Sales Agent Agreement • September 5th, 2013 • MacKenzie Realty Capital, Inc. • California

The undersigned, MacKenzie Realty Capital, Inc., a Maryland corporation (the “Fund”), through its managing broker-dealer, ARI Financial Services, Inc. (“ARI”), contemplates undertaking an offering (the “Offering”) and sale of a maximum of 5,000,000 of shares of common stock of the Fund (the “Shares”) at a price per Share as indicated in Section 2(h) below. The terms of the Offering are set forth in a registration statement on Form N-2 (File No. 333-181853), and as a part thereof a prospectus relating to the Shares, prepared in conformity with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”) and applicable state law (collectively with the 1933 Act, the “Securities Laws”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”), filed with the Securities and Exchange Commission (the “SEC”) and several state securities authorities (together, the “Authorities,” and with the SEC, the “Securities Regulators”) (which registratio

INVESTMENT ADVISER INTRODUCING AGREEMENT
Investment Adviser Introducing Agreement • September 5th, 2013 • MacKenzie Realty Capital, Inc. • California

This INVESTMENT ADVISER INTRODUCING AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of __________, 20__, among [Name of Adviser], a __ __ (“Adviser”), ARI Financial, Inc. (“ARI”) and MacKenzie Realty Capital, Inc. (“MRC”).

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