0000922907-14-000243 Sample Contracts

SALES AGENT AGREEMENT Date: ______________
Sales Agent Agreement • May 14th, 2014 • MacKenzie Realty Capital, Inc. • California

The undersigned, MacKenzie Realty Capital, Inc., a Maryland corporation (the “Fund”), through its managing broker-dealer, Arete Wealth Management, LLC (“Arete”), 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 registrat

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FEE WAIVER AGREEMENT
Fee Waiver Agreement • May 14th, 2014 • MacKenzie Realty Capital, Inc.

THIS FEE WAIVER AGREEMENT (this “Waiver”) is made as of June ___, 2014, 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”). Capitalized terms used but not defined herein shall have the meanings assigned to them in that certain Investment Advisory Agreement, dated February 28, 2013, by and between the Company and the Adviser (the “Agreement”).

Arete Wealth Management, LLC Schaumburg, IL 60173-4920 Re: Amended Marketing Services Agreement Dear Mr. Hock:
Letter Agreement • May 14th, 2014 • MacKenzie Realty Capital, Inc.

This letter agreement (this “Amendment”) amends the prior letter agreement, dated January 9, 2014, between MacKenzie Realty Capital, Inc., a Maryland corporation (the “Fund”), and Arete Wealth Management, LLC (“Arete”) for the provision of marketing and placement agent services by Arete to the Fund (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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