SEC Division of Corporation Finance no-action letter: Cambria ETF Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Securities Exchange Act of 1934

Rule 14e-5

Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Via Facsimile and U.S. Mail
Stacy L. Fuller, Esq.
K&L Gates LLP

1601 K Street, N.W.

Washington, D.C. 20549
Re: Cambria ETF Trust IRequest for Exemption from Rule 14e-5 Dear Ms. Fuller:
We are responding to your letter dated June 16, 2015, addressed to Michele M. Anderson and Nicholas P. Panos, which requests exemptive relief from Rule 14e-5 under the Exchange Act. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy ofyour correspondence. Unless otherwise noted, capitalized terms in our letter have the same meaning as in your letter. On the basis ofthe representations made and the facts presented in your letter, as supplemented by telephone conversations with the staff ofthe United States Securities and Exchange Commission ("Commission"), the Commission hereby grants an exemption from Rule 14e-5. The exemption operates to permit any broker-dealer acting as a dealer-manager of a tender offer for a security in which either ofthe Funds invests to redeem Fund Shares in Creation Unit size aggregations for a Redemption Basket that may include a subject security or related security as defined under Rule 14e-5(c). The exemption also operates to permit such persons, described in your letter as covered persons within the meaning ofRule 14e-5(c)(3)(ii), to engage in secondary market transactions with respect to Shares ofthe Funds after the first public announcement of and during such tender offer given that such transactions could include, or be deemed to include, purchases of, or arrangements to purchase, subject securities or related securities. In addition, the exemption permits such covered persons to make purchases of, or arrangements to purchase, subject securities or related securities in the secondary market for the purpose oftransferring such securities to purchase one or more Creation Units of Shares.