0001193125-09-055856 Sample Contracts

FORM OF MANAGING DEALER AGREEMENT CNL MACQUARIE GLOBAL GROWTH TRUST, INC.
Managing Dealer Agreement • March 17th, 2009 • CNL Macquarie Global Growth Trust, Inc. • Real estate investment trusts • Florida

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the [ ] day of [ ], 2009, between CNL MACQUARIE GLOBAL GROWTH TRUST, INC., a Maryland corporation (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • March 17th, 2009 • CNL Macquarie Global Growth Trust, Inc. • Real estate investment trusts • Florida

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of March , 2009, is between CNL Macquarie Global Growth Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), CNL Macquarie Growth, LP, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), and CNL Macquarie Global Growth Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Advisor”), and amends and restates in its entirety that certain Advisory Agreement by and among the afore-mentioned parties, dated December 19, 2008.

FORM OF PARTICIPATING BROKER AGREEMENT CNL MACQUARIE GLOBAL GROWTH TRUST, INC.
Broker Agreement • March 17th, 2009 • CNL Macquarie Global Growth Trust, Inc. • Real estate investment trusts • Florida

THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2009, between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and , a (the “Broker”).

SERVICE AGREEMENT
Service Agreement • March 17th, 2009 • CNL Macquarie Global Growth Trust, Inc. • Real estate investment trusts • Florida

THIS SERVICE AGREEMENT (“Agreement”) is dated and effective as of this 19th day of December 2008 (the “Effective Date”), by and between CNL Capital Markets Corp. (“CCM” or “Servicer”), a wholly owned subsidiary of CNL Financial Group, Inc., CNL Macquarie Global Growth Trust, Inc. (“Customer”), and CNL Macquarie Global Growth Advisors, LLC (the “Advisor”).

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