0001193125-07-212654 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • October 3rd, 2007 • CNL Funds • Massachusetts

THIS AGREEMENT made as of the 13 day of April 2007, by and between EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 450 South Orange Avenue, Orlando, Florida 32801-3336 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

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MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 3rd, 2007 • CNL Funds • Massachusetts
BRAND LICENSE AGREEMENT
Brand License Agreement • October 3rd, 2007 • CNL Funds • Florida

THIS BRAND LICENSE AGREEMENT (this “Agreement”) is entered into effective as of May 24, 2007 (the “Effective Date”), by and between CNL INTELLECTUAL PROPERTIES, INC., a Florida corporation (“Licensor”) and THE CNL FUNDS, a Delaware statutory trust (“CNL Funds”) (CNL Funds is also referred to herein as “Licensee”).

ADVISORY AGREEMENT
Advisory Agreement • October 3rd, 2007 • CNL Funds • Delaware

THIS AGREEMENT is entered into as of the 24th day of May, 2007, by and between CNL Fund Advisors Company (the “Adviser”) and The CNL Funds (the “Trust”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 3rd, 2007 • CNL Funds • Delaware

AGREEMENT made as of this 24th day of August 2007 by and among CNL FUND ADVISORS COMPANY, a Florida corporation (the “Adviser”), CB RICHARDS ELLIS GLOBAL REAL ESTATE SECURITIES, LLC, a Delaware limited liability company (the “Sub-Adviser”), and THE CNL FUNDS, a Delaware statutory trust (the “Trust”).

FORESIDE FUND SERVICES, LLC WHOLESALE BROKER AGREEMENT THE CNL FUNDS
Wholesale Broker Agreement • October 3rd, 2007 • CNL Funds • Delaware

THIS WHOLESALE BROKER AGREEMENT (the “Agreement”) is made as of this 30th day of July, 2007 by and between FORESIDE FUND SERVICES, LLC, a Delaware limited liability company (the “Distributor”), and CNL SECURITIES CORP., a Florida corporation (the “Wholesaler”).

THE CNL FUNDS SERVICE AGENT AGREEMENT
Service Agent Agreement • October 3rd, 2007 • CNL Funds • Delaware

THIS SERVICE AGENT AGREEMENT (the “Agreement”) is made as of this day of , 200 by and between FORESIDE FUND SERVICES, LLC, a Delaware limited liability company (the “Distributor”), and , a (the “Service Agent”).

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