Trust for Professional Managers (APIE) 8-A12B Registration of securities on exchange

As filed with the Securities and Exchange Commission on April [...], 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Trust for Professional Managers

(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation or organization)

See List Below

(I.R.S. Employer Identification Number)

c/o U.S. Bank Global Fund Services

615 East Michigan Street

Milwaukee, WI 53202

(Address of registrant’s principal executive offices)

Title of each class of securities to be registered	Name of each exchange on which each class is to be registered
ActivePassive Core Bond ETF	NYSE Arca, Inc.
ActivePassive Intermediate Municipal Bond ETF	NYSE Arca, Inc.
ActivePassive International Equity ETF	NYSE Arca, Inc.
ActivePassive U.S. Equity ETF	NYSE Arca, Inc.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.	þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.	¨
Securities Act Registration file number to which this form relates: 333-62298
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable

Item 1.    Description of Registrant’s Securities to be Registered.

Reference is made to Post-Effective Amendment No. 825 to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-62298 and 811-10401), as filed with the U.S. Securities and Exchange Commission (“SEC”) via EDGAR (Accession No. 0000894189-23-001911) on March 9, 2023, which is incorporated herein by reference.

The Trust currently consists of 26 separate series. The series to which this filing relates and its IRS Employer Identification Number is as follows:

Title of Each Class of Securities to be Registered	IRS Employer ID Number
ActivePassive Core Bond ETF	87-3904570
ActivePassive Intermediate Municipal Bond ETF	87-4004624
ActivePassive International Equity ETF	87-4024750
ActivePassive U.S. Equity ETF	87-3888455

Item 2.    Exhibits

A.	Amended and Restated Certificate of Trust is incorporated herein by reference to Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-62298 and 811-10401, as filed with the SEC via EDGAR on April 18, 2008 (Accession No. 0000894189-08-001251).
B.	Amended and Restated Declaration of Trust is incorporated herein by reference to Exhibit (a)(1)(ii) to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-62298 and 811-10401, as filed with the SEC via EDGAR on September 25, 2020 (Accession No. 0000894189-20-007946).
C.	Amended and Restated By-Laws are incorporated herein by reference to Exhibit (b) to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-62298 and 811-10401, as filed with the SEC via EDGAR on January 26, 2023 (Accession No. 0000894189-23-000586).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Trust for Professional Managers

April [...], 2023

/s/ John P. Buckel

John P. Buckel

President, Trust for Professional Managers