September 23, 2011 Trust for Professional Managers, on behalf of Grubb & Ellis AGA U.S. Realty Fund 400 El Camino Real, Suite 1250 San Mateo, California 94402 The Lazard Funds, Inc., on behalf of Lazard U.S. Realty Equity Portfolio 30 Rockefeller...Lazard Funds Inc • September 27th, 2011
In rendering this opinion, we have examined the Agreement and Plan of Reorganization, the Registration Statement, and such other documents as we have deemed necessary or relevant for the purpose of this opinion. As to various questions of fact material to this opinion, where relevant facts were not independently established by us, we have relied upon, with your permission, statements and representations of, and written information provided by or on behalf of, the Trust, on behalf of the Fund, and of the Company, on behalf of the Acquiring Fund, made in the Registration Statement and to us for our use in rendering this opinion, including letters from the Trust and the Company, dated as of the date hereof, representing as to certain facts, occurrences and information. We also have examined such matters of law as we have deemed necessary or appropriate for the purpose of this opinion. We have assumed, with your permission, that, as of the Closing Date, no Fund shareholder is a “foreign pe
