0000894189-08-003919 Sample Contracts

TRUST FOR PROFESSIONAL MANAGERS AMENDED OPERATING EXPENSE LIMITATION AGREEMENT GRUBB & ELLIS AGA REALTY INCOME FUND GRUBB & ELLIS AGA U.S. REALTY FUND GRUBB & ELLIS AGA INTERNATIONAL REALTY FUND
Expense Limitation Agreement • December 12th, 2008 • Trust for Professional Managers • Wisconsin

THIS AMENDED OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective as of the 4th day of November, 2008, by and between Trust for Professional Managers, (the “Trust”), on behalf of the Grubb & Ellis AGA Realty Income Fund, Grubb & Ellis AGA U.S. Realty Fund and Grubb & Ellis AGA International Realty Fund (the “Funds”), a series of the Trust, and Grubb & Ellis Alesco Global Advisors, LLC, the investment adviser to the Funds (the “Adviser”).

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FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 12th, 2008 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 4, 2008, to the Fund Accounting Servicing Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Grubb & Ellis AGA Realty Income Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 12th, 2008 • Trust for Professional Managers

THIS SECOND AMENDMENT dated as of November 4, 2008, to the Fund Administration Servicing Agreement, dated as of July 21, 2008, as amended September 2, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Grubb & Ellis AGA Realty Income Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 12th, 2008 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 4, 2008, to the Distribution Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Grubb & Ellis AGA Realty Income Fund (the "Fund") and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 12th, 2008 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 4, 2008, to the Custody Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Grubb & Ellis AGA Realty Income Fund (the "Fund") and U.S. Bank, N.A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

TRUST FOR PROFESSIONAL MANAGERS AMENDED INVESTMENT ADVISORY AGREEMENT GRUBB & ELLIS AGA REALTY INCOME FUND GRUBB & ELLIS AGA U.S. REALTY FUND GRUBB & ELLIS AGA INTERNATIONAL REALTY FUND
Trust for Professional Managers • December 12th, 2008 • Wisconsin

THIS AMENDED INVESTMENT ADVISORY AGREEMENT is made as of the 4th day of November, 2008, by and between Trust for Professional Managers, (hereinafter called the “Trust”), on behalf of the Grubb & Ellis AGA Realty Income Fund, Grubb & Ellis AGA U.S. Realty Fund and Grubb & Ellis AGA International Realty Fund (the “Funds”), a series of the Trust, and Grubb & Ellis Alesco Global Advisors, LLC (hereinafter called the “Adviser”).

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 12th, 2008 • Trust for Professional Managers

THIS FIRST AMENDMENT dated as of November 4, 2008, to the Transfer Agent Servicing Agreement, dated as of July 21, 2008 (the "Agreement"), is entered into by and between TRUST FOR PROFESSIONAL MANAGERS, a Delaware business trust, (the "Trust") on behalf of its series, the Grubb & Ellis AGA Realty Income Fund (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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