0001193125-09-094585 Sample Contracts

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • April 30th, 2009 • CNL Funds • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

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THE CNL FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • April 30th, 2009 • CNL Funds • Delaware

AGREEMENT made as of the 31st day of March 2009 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 Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Foreside”).

THE CNL FUNDS COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • April 30th, 2009 • 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”).

AMENDMENT TO THE CNL FUNDS DISTRIBUTION AGREEMENT
Funds Distribution Agreement • April 30th, 2009 • CNL Funds

This amendment to The CNL Funds Distribution Agreement by and between The CNL Funds (the “Trust”) and Foreside Fund Services, LLC, dated March 31, 2009 (the “Agreement”), is entered into this 24th day of April, 2009 (the “Amendment”).

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