SERVICE AGREEMENT

EXHIBIT 10.5

SERVICE AGREEMENT

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").

WITNESSETH

WHEREAS, Customer intends to offer securities through a public offering pursuant to a registration statement on Form S-11 and related prospectus (collectively, the "Registration Statement") under the Securities Act of 1933 and intends to have a class of securities registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or the Customer may offer securities pursuant to an exemption from registration under the Securities Act of 1933; and

WHEREAS, Customer desires to retain CCM to act as an agent on its behalf to provide services set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements herein made, the parties do hereby agree as follows:

I.          Appointment and Services of CCM

A.         Customer hereby appoints CCM to act as an agent on its behalf, to negotiate and execute a Transfer Agency and Service Agreement (the "Master Agreement") with a duly registered transfer agent, to negotiate and execute the FAN Services Agreement with DST Systems, Inc., (the "DST Agreement") and to perform such other services set forth in Exhibit A attached hereto, as amended from time to time (the "Services"), for and on behalf of Customer upon and subject to the terms and conditions of this Agreement. The Customer also acknowledges and accepts the terms and fees associated with any services agreement (other than the Master Agreement which requires prior Customer approval) CCM negotiates and executes on behalf of the Customer. CCM hereby accepts the appointment as agent and agrees to perform the Services in accordance with the terms and conditions hereinafter set forth. Customer acknowledges that CCM is not a registered transfer agent under 17A(c) of the Securities Exchange Act of 1934 and is not acting as a fiduciary or in the capacity of a transfer agent in connection with performing the Services for Customer.

B.         Changes to Exhibit A shall be effective upon CCM, Customer and the Advisor (collectively, the "Parties") agreeing in writing to an amended Exhibit A, setting forth the new or revised Services to be provided to Customer by CCM. Such amended Exhibit A shall be signed by an authorized representative of each of CCM, Customer and the Advisor and appended to this Agreement as Amended Exhibit A.

C.         CCM shall undertake the Services pursuant to Customer’s policies and procedures applicable to such Services. The personnel provided by Servicer to perform the Services shall have the appropriate technical and other skills to enable them to perform their duties hereunder.

D.         CCM shall, with the approval of Customer, determine the levels and priorities for the Services set forth in Exhibit A and CCM shall use due diligence in performing those Services within a reasonable time. Unless the Parties agree otherwise, CCM will utilize the same standard of care in performing the Services for or on behalf of Customer hereunder as would be reasonable and customary for the industry if such Services were performed for a third-party. CCM shall not be liable for damages, loss of data, delays, errors, claims or losses by reason of circumstances beyond its reasonable control, except as described herein.

E.         In the event an investor, broker-dealer or financial advisor contacts CCM’s customer service division regarding any of the issues set forth in Exhibit B attached hereto, CCM’s customer service representatives shall refer such investor, broker-dealer or financial advisor to an officer of the Advisor for the resolution of such issue(s).

F.         Customer hereby agrees that CCM shall have full discretion to engage subcontractors and third-party service providers to perform, and assist CCM with the performance of, any and all of its obligations under this Agreement.

G.         It is intended that CCM be deemed an independent service provider and that no employment relationship shall be created between Customer on the one hand and CCM or CCM’s employees, agents or subcontractors on the other hand.

H.         Nothing in this Agreement shall in any way be deemed to restrict the right of CCM to perform services for any other person or entity, and the performance of such services for others will not be deemed to violate or give rise to any duty or obligation to Customer or any investor not specifically undertaken by CCM hereunder.

II.        Responsibilities of Customer

A.         Customer agrees to use reasonable efforts to provide CCM (1) advance written notice in the event that there are any administrative changes to Customer’s governing documents or business practices which changes would have an impact on the Services provided pursuant to this Agreement, including changes to Customer’s dividend reinvestment plan, automatic purchase plan, redemption plan, commissions and fees (including discounts) paid on sales of shares, share price, investor suitability standards, the states where shares are offered, distribution rates or declaration and payable dates, introduction of new securities offerings, and changes in business practices pertaining to certification of shares, book entry, electronic delivery of information to stockholders, and (2) prompt notice of Customer’s filing of a Registration Statement with the Securities and Exchange Commission, and amendments thereto, that affect the Services provided by CCM pursuant to this Agreement.

B.         Customer agrees to use reasonably diligent efforts to ensure that Customer abides by all applicable provisions of Customer’s governing instruments, as the same may be amended.

III.       Pricing

A.          Initial Pricing

In consideration of Servicer’s agreement to provide the Services, Customer agrees to pay Servicer according to the fee schedule set forth on Exhibit C, attached hereto, as it may be

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amended from time to time pursuant to Section II. B. of this Agreement. Additionally, Customer agrees to pay any fees due under the DST Agreement, the Master Agreement and any other agreements for Services as provided in Section I. A. to the extent such additional fees have received prior approval of Customer.

B.          Subsequent Pricing

On the first anniversary of the Effective Date of this Agreement and each year thereafter, the fee schedule set forth on Exhibit C shall be subject to review by Customer, CCM and the Advisor and shall be adjusted upon the approval of Customer’s board of directors, including a majority of its independent directors, CCM and the Advisor. Changes to the fee schedule shall be effective upon such approval in writing and an amendment to Exhibit C shall be attached as Amended Exhibit C to this Agreement. Notwithstanding the foregoing, each succeeding year following the first anniversary of the Effective Date of this Agreement, the fee schedule shall be adjusted at a minimum to an amount equal to the current fees paid by Customer for the Services increased by the percentage increase for the twelve-month period of the previous calendar year of the CPI-W (defined below), or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, reasonably acceptable to the Parties. As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

IV.       Maintenance and Inspection of Records

Servicer shall maintain accurate and complete books, accounts and records of its operations necessary for purposes of this Agreement, including those needed to support the amounts of fees set forth on all invoices. Customer shall have the right to examine the applicable portion of such books, accounts and records at any reasonable time or times for the sole purpose of verifying the payments required to be made by it hereunder.

V.         Confidentiality of Records

As used herein, "Customer Data" means all information and facts owned by the Customer or collected on behalf of the Customer, including, without limitation, any technical, business or investor information, in any form, format or medium (including, without limitation, all interrelated, unique data items or records in one or more computer files). Servicer (and its nominees or subcontractors or third-party service providers) shall keep confidential any Customer Data it receives, maintains, processes or otherwise accesses while providing services and will use such Customer Data solely for performing its obligations under this Agreement. Servicer will not release Customer Data except as may be required by applicable law or with the consent of Customer.

Customer will provide Servicer with such information as Servicer may reasonably require in order to comply with its duties under this Agreement. Servicer will maintain such reports and records as Customer may reasonably require and for such length of time as set forth by Customer’s record retention policies.

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All records, data files, material, reports and other data received pursuant to this Agreement are the property of Customer, are confidential and will be delivered upon Customer’s demand to Customer at Customer’s expense.

Notwithstanding anything to the contrary in this Agreement, Servicer may disclose this Agreement and any amendments, terminations and renewals thereof to third party due diligence firms and their broker-dealer clients as Servicer deems appropriate to facilitate the review of Customer’s offerings in connection with the sale thereof or as may be required by applicable laws, rules and regulations.

A.          Limitation of Liability of CCM

1.          CCM shall not be liable to Customer and/or the Advisor for any Losses (as defined in Section VI. B.) or action taken or omitted or for any loss or injury resulting from its (or its nominees or subcontractors) actions or its (or its nominees’, subcontractors’ or third-party service providers’) performance or lack of performance of their respective duties hereunder in the absence of gross negligence or willful misconduct on their respective part. In no event shall CCM be liable to Customer, the Advisor, any investor, or any third party (i) for acting in accordance with Customer instructions or instructions from any entity reasonably believed by CCM to be an agent of Customer; (ii) for special, consequential or punitive damages; (iii) for the acts or omissions of its correspondents, designees, agents, subagents; (iv) any Losses (as defined in Section VI. B.) due to forces beyond the reasonable control of CCM, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; or (v) for any violation or alleged violation of any federal securities law or any "blue sky" or state securities law.

With respect to any and all Losses howsoever arising from or in connection with this Agreement or the performance of CCM’s (or its nominees’, subcontractors’ or third-party service providers’) duties hereunder, the enforcement of this Agreement and disputes between the Parties hereto or otherwise related to CCM’s performance hereunder, CCM’s sole responsibility and aggregate liability to Customer and/or the Advisor shall not exceed the amount of fees paid by Customer to CCM (exclusive of costs and expenses incurred by CCM) pursuant to Section III of this Agreement.

2.          Notwithstanding any provisions of this Agreement to the contrary, CCM shall be under no duty or obligation to inquire into, and shall not be liable for:

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B.          Indemnity

1.          Customer shall indemnify CCM (and its nominees or subcontractors) and hold them harmless from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and expenses) (collectively referred to herein as "Losses") howsoever arising from or in connection with this Agreement or the performance of their duties hereunder, the enforcement of this Agreement and disputes between the Parties hereto or otherwise related to CCM’s performance hereunder, provided, however, that (i) CCM has determined, in good faith, that the course of conduct which caused the Losses was in the best interest of Customer, (ii) CCM was acting on behalf of or performing the Services for Customer, and (iii) such Losses were not the result of CCM’s (or its nominees or subcontractors) negligence or misconduct. Any indemnification of CCM may be made only out of the net assets of Customer and not from the stockholders of Customer.

2.          Subject to the limitation of liability set forth in Section VI. A. 1. above, CCM shall indemnify Customer and hold it harmless from Losses arising out of or attributed to any action or failure or omission to act by CCM (and its nominees or subcontractors or third-party service providers) as a result of CCM’s lack of good faith, gross negligence or willful misconduct.

C.          Third Party Information

CCM shall have no responsibility for the accuracy of any information that has been provided by or obtained from third parties.

D.          Trustee or Fiduciary

Nothing contained herein shall cause CCM to be deemed a trustee or fiduciary for or on behalf of Customer, any investor, or any other person. The Services provided by CCM hereunder are in addition to the services provided by CCM under any other agreement between the Parties.

E.          Disclosure of Information

CCM is authorized to disclose information concerning Customer and investors to its affiliates and to providers of services as may be necessary in connection with the administration of or performance of this Agreement and to its regulators, its internal and external auditors, accountants and counsel, and to any other person or entity when advised by counsel that it may be liable for a failure to do so. In such event, notice will be given to Customer simultaneously with such disclosure.

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VII.     Representations and Warranties

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