ADVISORY AGREEMENT

EXHIBIT 10.3

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT, dated as of December 19, 2008, 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").

W I T N E S S E T H

WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement (No. 333-              ) on Form S-11 registering 151,276,316 shares of its common stock, par value $0.01 per share (as defined below), to be offered to the public, and the Company may subsequently issue Securities (as defined below) other than such shares or otherwise raise additional capital;

WHEREAS, the Company intends to qualify as a REIT (as defined below), and invest its funds in investments permitted by the terms of the Prospectus (as defined below) and Sections 856 through 860 of the Code (as defined below);

WHEREAS, the Company is the sole owner of the general partner of the Operating Partnership and intends to conduct all of its business and make all investments in Real Property, Real Estate Related Securities, Loans and Permitted Investments (each as defined below), through the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision, of the Board of Directors (as defined below) of the Company, all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

(1)             Definitions.     As used in this Advisory Agreement (the "Agreement"), the following terms have the definitions hereinafter indicated:

Acquisition Expenses .    Any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, acquisition, development or construction of any investment, including any Real Property, Real Estate Related Securities, Loans or Permitted Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.

Acquisition Fees .    Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company, the Operating Partnership or the Advisor) in connection with the selection, evaluation, structure, purchase, development or construction of Real Property or with making or investing in Loans, Real Estate Related Securities or Permitted Investments, including real estate commissions, selection fees, Investment Services Fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of a property.

Advisor .    CNL Macquarie Global Growth Advisors, LLC, a limited liability company organized under the laws of the state of Delaware, any successor advisor to the Company and the Operating Partnership.

Notwithstanding the forgoing, a Person hired or retained by CNL Macquarie Global Growth Advisors, LLC to perform property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all of the functions of CNL Macquarie Global Growth Advisors, LLC with respect to the Company or the Operating Partnership as a whole shall not be deemed to be an Advisor.

Affiliate or Affiliated .    With respect to any Person, (a) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (c) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (d) any executive officer, director, trustee or general partner of such other Person; or (e) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. Notwithstanding anything to the contrary contained herein, no entity Affiliated with CNL Sponsor, shall be deemed an Affiliate of MRE Sponsor, and vice versa, and CNL Sponsor and MRE Sponsor shall not be deemed Affiliates of each other.

Articles of Incorporation .    The Articles of Incorporation of the Company, as amended or restated from time to time.

Asset .    Any Real Property, Real Estate Related Security, Loan, Permitted Investment or other investment (other than investments in bank accounts or money market funds) owned by the Company, directly or indirectly through one or more of its Joint Ventures or Subsidiaries, and any other investment made by the Company, directly or indirectly through one or more of its Joint Ventures or Subsidiaries.

Asset Management Fee .    Asset Management Fee shall have the meaning set forth in Section 9(a) of this Agreement.

Average Invested Assets .    For a specified period, the average of the aggregate book value of the Assets, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

Board of Directors, Board or Directors .    The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

Bylaws .    The bylaws of the Company, as the same are in effect and may be amended from time to time.

Cause .    With respect to the termination of this Agreement, (a) fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor; or (b) a material breach of this Agreement of any nature whatsoever by the Advisor, which breach is not cured within 30 days of notice given to the Advisor specifying the nature of the alleged breach.

CNL Sponsor .    CNL Financial Group, LLC, a Florida limited liability company.

Code .    The Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

Common Shares .    The common stock, par value $0.01 per share, of the Company that may be issued from time to time in accordance with the terms of the Articles of Incorporation and applicable law.

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Company .    Company shall have the meaning set forth in the preamble of this Agreement.

Company Property .    Any and all property, real, personal or otherwise, tangible or intangible, which is transferred or conveyed to the Company, the Operating Partnership, any Subsidiary or any Joint Venture of any of the foregoing (including all rents, income, profits and gains therefrom), and which is owned or held by, or for the account of, the Company, the Operating Partnership, any Subsidiary or any Joint Venture of any of the foregoing.

Construction Fee .    A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitations on a property.

Competitive Real Estate Commission .    A real estate or brokerage commission for the purchase or sale of property which is reasonable, customary, and competitive in light of the size, type, and location of the property.

Contract Purchase Price .    The amount actually paid in respect of the purchase of a Real Property, and the amount budgeted in respect of the development, construction or improvement of a Real Property, the amount of funds advanced with respect to a Loan or the amount actually paid in respect to the purchase of other Real Estate Related Securities or Permitted Investments, in each case exclusive of Acquisition Fees and Acquisition Expenses.

Development Fee .    The fee for the packaging of a Company Property, including negotiating and approving plans and assisting in obtaining zoning and necessary variances and financing for a specific Company Property to be developed or under development, either initially or at a later date.

Director .    A member of the Board of Directors of the Company.

Disposition Fee .    The fee payable to the Advisor under Section 9(c).

Distributions .    Any distributions of money or other property by the Company to owners of Equity Shares, including distributions that may constitute a return of capital for federal income tax purposes.

Distribution Reinvestment Plan .    Any reinvestment plan adopted from time to time by the Company pursuant to which the Company’s stockholders may elect to have the full amount of their cash distributions reinvested in additional Common Shares.

Equity Shares .    Transferable shares of beneficial interest of the Company of any class or series, including Common Shares or Preferred Shares. The use of the term "Equity Shares" or any term defined by reference to the term "Equity Shares" shall refer to the particular class or series of capital stock of the Company which is appropriate under the context.

Excess Amount .    Excess Amount shall have the meaning set forth in Section 12 of this Agreement.

Excess Shares .    Equity Shares that have been designated as "Excess Shares" pursuant to the Company’s Articles of Incorporation.

Expense Year .    Expense Year shall have the meaning set forth in Section 12 of this Agreement.

FINRA .    The Financial Industry Regulatory Authority.

GAAP .    Generally accepted accounting principles as in effect in the United States of America from time to time or such other accounting basis mandated by the United States Securities and Exchange Commission.

Good Reason .    With respect to the termination of this Agreement, (a) in connection with a merger, sale of substantially all the assets, sale of Equity Shares or other transaction involving the Company or the Operating Partnership pursuant to which a majority of the Directors then in office are replaced or removed; (b) any failure to obtain a satisfactory agreement from any successor to the Company and/or the Operating Partnership to assume and

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agree to perform the Company’s and/or the Operating Partnership’s obligations under this Agreement, whether or not a majority of the Directors then in office are replaced or removed; or (c) any material breach of this Agreement of any nature whatsoever by the Company and/or the Operating Partnership, which breach is not cured within 30 days of notice given to the Company and/or the Operating Partnership specifying the nature of the alleged breach.

Gross Proceeds .    The purchase price of all Equity Shares sold for the account of the Company through all Offerings, without deduction for Organizational and Offering Expenses or volume or other discounts. For the purpose of computing Gross Proceeds, the purchase price of any Equity Share for which reduced or no Selling Commissions or Marketing Support Fees are paid to the Managing Dealer or a Participating Broker shall be deemed to be the full amount of the Offering price per Equity Share pursuant to the Prospectus for such Offering, with the exception of Equity Shares purchased pursuant to the Company’s Distribution Reinvestment Plan, which will be factored into the calculation using their actual purchase price.

Incentive Fees .    The Subordinated Share of Net Sales Proceeds, the Subordinated Incentive Fee and the Performance Fee.

Independent Director .    Independent Director shall have the meaning set forth in the Articles of Incorporation.

Initial Public Offering .    The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

Invested Capital .    The amount calculated by multiplying the total number of Common Shares issued and outstanding by the Offering price per share, without deduction for Organizational and Offering Expenses (which price per Common Share, in the case of Common Shares purchased pursuant to the Distribution Reinvestment Plan, shall be deemed to be the actual purchase price), reduced by the amount paid to redeem Common Shares pursuant to the Company’s redemption plan.

Investment Services Fee .    Investment Services Fee shall have the meaning set forth in Section 9(b)(i) of this Agreement.

Joint Ventures .    Those joint venture or partnership arrangements in which the Company, the Operating Partnership or any of its Subsidiaries is a co-venturer or partner and which are established to acquire Real Properties, Real Estate Related Securities, Loans or Permitted Investments.

Listing .    The listing of the Common Shares of the Company on a national securities exchange or the receipt by the Company’s Stockholders of securities that are listed on a national securities exchange in exchange for the Company’s Common Shares. Upon commencement of trading of the Common Shares on a national securities exchange, the Common Shares shall be deemed "Listed."

Loans .    Mortgage Loans and other types of debt financing provided by the Company.

Managing Dealer .    CNL Securities Corp., an Affiliate of CNL Sponsor, or such other Person or entity selected by the Board of Directors to act as the managing dealer for an Offering. CNL Securities Corp. is a member of FINRA.

Marketing Support Fee .    The fees payable to the Managing Dealer in connection with the sale of Equity Shares for marketing support.

Mortgage Loans .    In connection with mortgage financing provided by the Company, notes or other evidences of indebtedness or obligations that are secured or collateralized by Real Property owned by the borrowers.

MRE Sponsor .    Macquarie Real Estate Inc., a Delaware corporation.

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NASAA REIT Guidelines .    The Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association adopted on May 7, 2007.

Net Income .    For any period, the Company’s total revenues determined in accordance with GAAP applicable to such period, less the total expenses determined in accordance with GAAP applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and Acquisition Expenses and Acquisition Fees to the extent not capitalized, and excluding any gain from the sale of Assets.

Net Sales Proceeds .    In the case of a transaction described in clause (a) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company or the Operating Partnership, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (b) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company or the Operating Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (c) of such definition, Net Sales Proceeds means the Company’s or Operating Partnership’s pro rata share of the proceeds of any such transaction received by the Joint Venture, less the amount of any selling expenses incurred by or on behalf of the Joint Venture, less the amount of any selling expenses, including legal fees and expenses, incurred by or on behalf of the Company or the Operating Partnership. In the case of a transaction or series of transactions described in clause (d) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, Operating Partnership or any Joint Venture, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (e) of such definition, Net Sales Proceeds means the proceeds of any such transaction received by the Company or the Operating Partnership less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. With respect to each of the transactions or series of transactions described above in this definition, Net Sales Proceeds means the proceeds of such transaction or series of transactions less the amount of any real estate commissions, closing costs, legal fees and expenses and other selling expenses incurred by or allocated to the Company, the Operating Partnership or any Joint Venture in connection with such transaction or series of transactions. Net Sales Proceeds shall also include any amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. The repayment of debt shall be deducted from the proceeds of a transaction for the purpose of calculating Net Sales Proceeds.

Offering .    A public offering of Equity Shares pursuant to a Prospectus.

Operating Partnership .    Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

Operating Partnership Agreement .    The Limited Partnership Agreement of CNL Macquarie Growth, LP, between CNL Macquarie Growth TRS LLC, a Delaware limited liability company, the Company, CNL Real Estate Group, Inc. and Macquarie Real Estate Advisory Services LLC.

OP Unit .    A unit of limited partnership interest in the Operating Partnership.

Organizational and Offering Expenses .    Any and all costs and expenses, including Selling Commissions and the Marketing Support Fee incurred by the Company or any of its Affiliates in connection with the formation, qualification and registration of the Company and the marketing and distribution of Equity Shares in an Offering, including, without limitation, the following: legal, accounting and escrow fees; due diligence expenses; printing, amending, supplementing, mailing and distributing costs; personnel costs associated with processing investor subscriptions and the preparation and dissemination of organizational and offering documents and sales materials; telecopy and telephone costs; charges of transfer agents, registrars, trustees, depositories and experts; and fees, expenses and taxes related to the filing, registration and qualification of the Equity Shares under federal and state laws.

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Ownership Limit .    At any time at which the Company is required to meet the requirements of Section 856(a) of the Code in order to qualify as a REIT, with respect to each class or series of Equity Shares, 9.8% (by vote or value) of the outstanding shares of such Equity Shares.

Participating Broker .    A broker-dealer who is a member of FINRA or who is exempt from broker-dealer registration, and who, in either case, has executed a participating broker or other agreement with the Managing Dealer to sell Equity Shares.

Performance Fee .    The fee payable to the Advisor under Section 18(b).

Permitted Investments .    All investments that are permitted to be made by a REIT under the Code.

Person .    An individual, corporation, partnership, trust, joint venture, limited liability company or other entity or association.

Preferred Shares .    Any class or series of preferred stock, par value $0.01 per share, of the Company that may be issued from time to time in accordance with the terms of the Articles of Incorporation and applicable law.

Priority Return.     As of any date, an aggregate amount equal to an 8% cumulative, noncompounded, annual return on Invested Capital pro rated for any partial year. For purposes of calculating the Priority Return for a calendar year or any portion thereof, the Company will use the daily weighted average amount of Invested Capital for such period.

Prospectus .    The most recent final prospectus of the Company relating to the Common Shares as filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Real Estate Asset Value .    The amount invested in Real Properties wholly owned by the Company, the Operating Partnership and/or any of their Subsidiaries, determined on the basis of cost, plus, in the case of Real Properties owned by any Joint Venture or partnership in which the Company, the Operating Partnership and/or any of their Subsidiaries is a co-venturer or partner, the Company’s, Operating Partnership’s or such Subsidiary’s proportionate share of the amount invested by the Joint Venture or partnership in such Real Properties determined on the basis of cost, exclusive of Acquisition Fees and Acquisition Expenses.

Real Estate Related Securities .    The real estate related securities investments, or such investments the Board of Directors and the Advisor mutually designate as Real Estate Related Securities to the extent such investments could be classified as either Real Estate Related Securities or Real Property, which are owned from time to time by the Company, the Operating Partnership, Subsidiaries or Joint Ventures.

Real Property .    (a) Land, including the buildings located thereon, (b) land only, and/or (c) the buildings only, which are owned from time to time by the Company or the Operating Partnership, either directly or through Subsidiaries, joint venture arrangements or other partnerships, or (d) such investments the Board of Directors and the Advisor mutually designate as Real Property to the extent such investments could be classified as either Real Property or Real Estate Related Securities. Properties sold by the Company or any of its Subsidiaries to tenancy-in-common investors shall be deemed Real Property for the purposes of this definition so long as (x) such properties are being leased by the Company or any of its Subsidiaries from the tenancy-in-common investors, and (y) such properties are reflected as assets of the Company in accordance with GAAP.

REIT .    A "real estate investment trust" as defined pursuant to Sections 856 through 860 of the Code.

Sale or Sales .    Any transaction or series of transactions whereby (a) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (b) the

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Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (c) any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; (d) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any mortgage or portion thereof (including with respect to any mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (e) the Company, the Operating Partnership or any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof.

Securities .    Any Equity Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as "securities" or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.

Selling Commissions .    Any and all commissions payable to underwriters, managing dealers, or other broker-dealers in connection with the sale of Equity Shares through Offerings, including, without limitation, selling commissions payable to the Managing Dealer.

Stockholders .    The registered holders of the Company’s Equity Shares.

Subordinated Incentive Fee .    The fee payable to the Advisor under Section 9(e).

Subordinate Share of Net Sales Proceeds .    The fee payable to the Advisor under Section 9(d).

Subsidiary .    Any corporation, limited liability company, partnership, business trust or other entity of which the Company, directly or indirectly, owns or controls at least fifty percent (50%) of the voting securities or economic interests.

Termination Date .    The date of termination of this Agreement.

Termination Event .    The termination or non-renewal of this Agreement (a) by the Advisor for Good Reason or (b) by the Company and the Operating Partnership other than for Cause.

Total Operating Expenses .    All costs and expenses paid or incurred by the Company, as determined under GAAP, that are in any way related to the operation of the Company or to corporate business, including Asset Management Fees and other fees paid to the Advisor, but excluding (a) the expenses of raising capital such as Organizational and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of Equity Shares, (b) interest payments, (c) taxes, (d) non-cash expenditures such as depreciation, amortization and bad debt reserves, (e) the Performance Fee, the Subordinated Incentive Fee, the Subordinated Share of Net Sales Proceeds and any other incentive fees paid in compliance with the NASAA REIT Guidelines, (f) Acquisition Fees and Acquisition Expenses, (g) real estate commissions on the Sale of Real Property, (h) the Disposition Fee, (i) property management fees and leasing commissions or other amounts incurred pursuant to property management agreements, (j) property or investment direct operating expenses, and (k) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property). The definition of Total Operating Expenses set forth above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT

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Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

2%/25% Guidelines .    The requirement pursuant to the NASAA REIT Guidelines that, in any 12-month period, Total Operating Expenses shall not exceed the greater of 2% of the Company’s Average Invested Assets during such 12-month period or 25% of the Company’s Net Income over the same 12-month period.

(2)             Appointment .    The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

(3)             Duties of the Advisor .    The Advisor undertakes to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company, and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging any such Person, including an Affiliate, that it deems qualified:

(a)            serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s and the Operating Partnership’s Assets and investment policies;

(b)            provide the daily management of the Company and the Operating Partnership and perform and supervise the various administrative functions re