MacKenzie Realty Revises Management Agreement

The amended agreement introduces a bonus-based fee structure and eliminates traditional REIT charges to better reflect shareholder performance.

December 31, 2025

Advisory Agreement Overhaul Starts January 1

MacKenzie Realty Capital, Inc. is making changes that aim to bring its management structure closer in line with performance. Starting January 1, 2026, the company is moving forward with an updated agreement with MacKenzie Real Estate Advisers, LP that reworks how advisory fees are calculated and paid. The amendment, approved unanimously by the board on December 29, 2025, simplifies the fee structure and removes several charges common across the REIT space.

Here’s what’s changing. Under the new structure, the company will pay a Base Management Fee equal to 1.25% of gross assets under management —excluding depreciation and amortization. That replaces the prior terms and sets a consistent baseline. At the same time, the traditional Subordinated Incentive Fee is being removed and replaced with a Bonus Management Fee equal to 5% of adjusted funds from operations (AFFO), paid quarterly. The focus now shifts toward a structure where fees follow performance more directly.

Other charges are being taken off the table entirely. The revised agreement eliminates:

• Acquisition Fees


• Debt Financing Fees


• Disposition Fees

That puts MacKenzie Realty in a different category from many non-traded and smaller public REITs, which often include those types of fees in their advisory agreements. It also sharpens the alignment between the company’s operating results and the compensation paid to its adviser.

Rolling Term and Long-Term Structure

The updated agreement comes with a rolling five-year term. If the agreement is not renewed—or is terminated without cause—there are provisions for compensation in those scenarios. The structure is designed to offer long-term continuity while also defining clear terms for either party to transition out if needed.

Focus on Performance-Based Alignment

This amendment is more than a cost adjustment. It sets new expectations around how performance is rewarded and how capital is managed. By shifting away from transactional fees and into metrics tied to AFFO, MacKenzie Realty is building a more direct link between asset management and investor outcomes.

The full agreement is filed as Exhibit 10.22 in the company’s recent SEC disclosure.