0001193125-07-220484 Sample Contracts

THE CNL FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • October 18th, 2007 • CNL Funds • Delaware

AGREEMENT made as of the 24th day of May, 2007 by and between The CNL Funds, a Delaware business trust that acts as an open-end investment company, with its principal office and place of business at 450 South Orange Avenue, Orlando, FL 32801-3336 (the “Client”), and Foreside Fund Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“Foreside”).

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ADMINISTRATION AGREEMENT
Administration Agreement • October 18th, 2007 • CNL Funds • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of May 24, 2007, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and The CNL Funds, a Delaware statutory trust (the “Trust”).

THE CNL FUNDS COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • October 18th, 2007 • CNL Funds • Delaware

AGREEMENT made as of the 12th of March, 2007 by and between The CNL Funds (the “Trust”), a Delaware statutory trust, with its principal office and place of business 450 South Orange Avenue, Orlando, FL 32801.and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine, 04101 (“FCS”).

THE CNL FUNDS RELATED AGREEMENT TO DISTRIBUTION PLAN (CLASS C SHARES)
Distribution Plan • October 18th, 2007 • CNL Funds • Florida

This Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), by The CNL Funds (the “Trust”) on behalf of each of the series portfolio set forth in Schedule A to this Agreement (each a “Fund” and together, the “Funds”), with respect to the Class C Shares of each Fund listed on Schedule A. This Agreement, being made between Foreside Fund Services, LLC (the “Distributor”) and the Trust, on behalf of each Fund, defines the services to be provided by the Distributor, or its designees, for which it is to receive payments pursuant to the Distribution Plan (Class C Shares) (the “Plan”) adopted by the Trust. The Plan has been approved by a majority of the trustees of the Trust (“Trustees”), including a majority of the Trustees who are not “interested persons” of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the Plan or this Agreement (th

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 18th, 2007 • CNL Funds

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

FIRST AMENDMENT TO BRAND LICENSE AGREEMENT
Brand License Agreement • October 18th, 2007 • CNL Funds

THIS FIRST AMENDMENT TO BRAND LICENSE AGREEMENT (this “Amendment”) is made and entered into as of June 29, 2007, by and between CNL INTELLECTUAL PROPERTIES, INC., a Florida corporation (“Licensor” or “CIPI”) and THE CNL FUNDS, a Delaware statutory trust (“CNL Funds” or “Licensee”).

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