April 9, 2009

Trust for Professional Managers

615 East Michigan Street

Milwaukee, Wisconsin  53202

Ladies and Gentlemen:

We consent to the incorporation by reference in this Registration Statement of our opinion dated July 22, 2008 regarding the sale of shares of the Grubb & Ellis AGA Realty Income Fund and our opinion dated December 12, 2008 regarding the sale of shares of the Grubb & Ellis AGA U.S. Realty Fund and the Grubb & Ellis AGA International Realty Fund, each a series of Trust for Professional Managers.  In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

Offices in Milwaukee, Madison, Waukesha, Green Bay and Appleton, WI; Washington, DC; and Shanghai, PRC

Godfrey & Kahn is a member of Terralex®, a worldwide network of independent law firms.