Correspondence 0001213900-23-097775 from Cambria ETF Trust (CIK 0001529390)
Cambria ETF Trust (CIK 0001529390)
Date: Dec. 21, 2023 · CIK: 0001529390 · Accession: 0001213900-23-097775
AI Filing Summary & Sentiment
File numbers found in text: 333-180879, 811-22704
Letter
VIA EDGAR Division of Investment Management, Disclosure Review Office 100 F Street, NE Washington, DC 20549 Re: Cambria ETF Trust File Nos. 333-180879 and 811-22704
Dear Ms. Marquigny:
On behalf of our client, Cambria ETF Trust (the “Trust” or “Registrant”), we are responding to Staff comments we received telephonically on November 27, 2023, related to Post-Effective Amendment No. 222 to the Trust’s registration statement on Form N-1A (Amendment No. 224 to the Trust’s registration statement under the Investment Company Act of 1940) (the “Amendment”). The Amendment was filed with the U.S. Securities and Exchange Commission (“SEC”) on October 10, 2023, for the purpose of (i) registering shares of Cambria Micro and SmallCap Shareholder Yield ETF (“MLYD”) and Cambria Tactical Yield ETF (“TYLD”), each a new series of the Trust (each, a “Fund” and, together, the “Funds”). Capitalized terms used, but not defined, herein have the same meaning given to them in the Trust’s registration statement.
Prospectus – Both Funds
1. Comment: Please provide, via correspondence, each Fund’s completed fee table and expense examples.
Response: Each Fund’s fee table and expense examples are identical, as set forth in Appendix A.
Morgan, Lewis & Bockius llp
1111 Pennsylvania Avenue, NW
Washington, DC 20004 +1.202.739.3000
United States +1.202.739.3001
Ms. Marquigny, Esq.
December 21, 2023
Page 2
2. Comment: Please supplementally describe how the Registrant estimated “Other Expenses” for each Fund and concluded that the estimated value is reasonable for the fiscal year.
Response: Cambria Investment Management, L.P., each Fund’s investment adviser (“Cambria”), receives a unitary management fee for its advisory services to each Fund. Accordingly, Cambria bears all of the costs of each Fund, except for the advisory fee, payments under each Fund’s 12b-1 plan, brokerage expenses, acquired fund fees and expenses (“AFFE”), taxes, interest (including borrowing costs and dividend expenses on securities sold short), litigation expense and other extraordinary expenses (including litigation to which the Trust or the Fund may be a party and indemnification of the Trustees and officers with respect thereto). Further, the Registrant notes that MLYD invests primarily in equity securities, and TYLD invests primarily in fixed income securities. The Registrant does not anticipate either Fund will incur expenses related to Fund investments, otherwise excluded from the unitary management fee, that would exceed one basis point and require disclosure in the Fund’s fee table. Accordingly, the Registrant has concluded that 0.00% is a reasonable estimate of the Fund’s Other Expenses for the current fiscal year.
3. Comment: Please confirm that expenses related to each Fund’s investment in exchange-traded funds (“ETFs”) and other funds will not exceed one basis point.
Response: The Registrant confirms that it does not expect either Fund to incur AFFE in excess of one basis point during the current fiscal year. See Appendix A. As noted in response to Comment 22 below, TYLD may invest up to 10% of its net assets in ETFs to obtain exposure to emerging market government bonds and high yield corporate fixed income securities. Cambria’s quantitative algorithm determines TYLD’s investment in fixed income securities by comparing the current yield spreads between various bond categories and T-Bills to their historical average yield spreads. Based on the current spreads, Cambria does not expect to invest in these fixed income segments during the current fiscal year and, as such, expects TYLD’s AFFE will not exceed one basis point during the current fiscal year.
Ms. Marquigny, Esq.
December 21, 2023
Page 3
4. Comment: Please consider rearranging the order in which each Fund’s principal risks are presented in the “Principal Risks” section to prioritize risks that are most likely to adversely affect the Fund’s NAV, yield and total return. The Fund’s principal risks should be ordered in such a way so that investors are better able to align their risk tolerances with the principal risks of the Fund. Please note that after listing the most significant risks to the Fund, the remaining risks may be alphabetized. See ADI 2019-08—Improving Principal Risks Disclosure.
Response: The Registrant believes that each risk disclosed in response to Item 4(b) of Form N-1A is a principal risk of the corresponding Fund and that each such risk is relevant for investors. Further, the Registrant is not aware of any requirement in Form N-1A that requires a fund’s principal risks to be set forth in any particular order. More importantly, the Trust believes that ordering the risks alphabetically makes it easier for investors to find applicable risk factors, compare them across funds, and assess whether their risk tolerances align with a Fund’s principal risks. Finally, the Registrant believes that seeking to order risks based on an inherently subjective determination of each risk’s relative risk to the Fund is potentially misleading. Accordingly, the Registrant respectfully declines to re-order the Funds’ principal risks.
5. Comment: Please revise each Fund’s Management Risk to directly discuss the role of human error by individual portfolio managers. Specifically, please state that a Fund’s portfolio managers may rely on poorly chosen, ineffective investment management techniques, or apply poor judgment to an otherwise effective investment analysis and investment methods.
Response: The Registrant has revised the description of Management Risk as follows (new disclosure in bold):
Item 4
Management Risk. The Fund is actively managed using a model-based approach, and the Adviser selects Fund investments on a periodic basis using a proprietary quantitative algorithm developed by the Adviser for the Fund. There can be no guarantee that these strategies and processes, or the Adviser’s quantitative model, will be effective or successful investment management techniques or that the Adviser’s judgments about the attractiveness, value and potential appreciation of particular Fund investments will be correct even if the Adviser’s overall investment strategies and processes are otherwise effective. Further, there is no guarantee that the Fund will achieve its investment objective.
Item 9
Management Risk. The Fund is actively managed using a model-based approach, and the Adviser selects Fund investments on a periodic basis using a proprietary quantitative algorithm developed by the Adviser for the Fund. There can be no guarantee that these strategies and processes, or the Adviser’s quantitative model, will be effective or successful investment management techniques or that the Adviser’s judgments about the attractiveness, value and potential appreciation of particular Fund investments will be correct or produce the desired results even if the Adviser’s overall investment strategies and processes are otherwise effective. Further, there is no guarantee that the Fund will achieve its investment objective or outperform other investment strategies over the short- or long-term market cycles. If the Adviser fails to accurately evaluate market risk or appropriately react to current and developing market conditions, the Fund’s share price may be adversely affected. Securities selected by Cambria may not perform as expected. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Ms. Marquigny, Esq.
December 21, 2023
Page 4
6. Comment: Please consider revising the Funds’ risk disclosure to discuss any heightened risks applicable to the Funds as a result of the ongoing conflict in the Middle East.
Response: The Registrant acknowledges and has considered the Staff’s comment regarding the inclusion of risk disclosure related specifically to the ongoing conflict in the Middle East but respectfully declines to add such disclosure at this time. The Registrant does not believe either Fund is subject to heightened risks associated with the ongoing conflict in the Middle East beyond the general risks associated with global events already described under “Market Events Risk”. In the future, to the extent the ongoing conflict in the Middle East creates a principal risk to investing in a Fund or the global economy in general, the Registrant will update the disclosure set forth under “Market Events Risk—Recent Events” accordingly.
7. Comment: Please revise “Premium-Discount Risk” to clarify that in stressed market conditions, the market for an ETF’s shares may become less liquid in response to deteriorating liquidity in the markets for the ETF’s underlying portfolio holdings. In addition, please note that this adverse effect on liquidity for the ETF’s shares could lead to differences between the market price of the ETF’s shares and the underlying value of those shares.
Response: The Registrant has revised the description of Premium-Discount Risk as follows (new disclosure in bold):
Item 4
Premium-Discount Risk. Shares may trade above (premium) or below (discount) their NAV. The market prices of Shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of, and demand for, Shares on the Exchange. This risk is heightened in times of market volatility or periods of steep market declines. Additionally, in stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, and this could lead to differences between the market price of the Shares and the underlying value of those Shares.
Item 9
Premium-Discount Risk. Shares may trade above (premium) or below (discount) their NAV. The NAV of the Fund will generally fluctuate with changes in the market value of the Fund’s holdings. The market prices of Shares, however, will generally fluctuate in accordance with changes in NAV as well as the relative supply of, and demand for, Shares on the Exchange. The trading price of Shares may deviate significantly from NAV during periods of market volatility. In particular, in stressed market conditions, the market for Shares may become less liquid in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, and this could lead to differences between the market price of the Shares and the underlying value of those Shares. Cambria cannot predict whether Shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the securities held by the Fund. However, given that Shares can be purchased and redeemed in large blocks of Shares, called Creation Units (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), and the Fund’s portfolio holdings are fully disclosed on a daily basis, Cambria believes that large discounts or premiums to the NAV of Shares should not be sustained, but that may not be the case.
Ms. Marquigny, Esq.
December 21, 2023
Page 5
8. Comment: Please provide a separate risk dedicated to structuring a fund as an ETF and re-characterize the related risks as sub-risks of that structure, or tell us why this is the wrong thing to do, incorrect, or otherwise unnecessary to appreciate the risks of this instrument.
Response: The Registrant has revised each Fund’s “Principal Risks” section, as well as the Item 9 “Principal Risks” section, to include a description of “ETF Structure Risk” that is comprised of each of the following sub-risks: Authorized Participants, Market Makers and Liquidity Providers Concentration Risk; Cash Redemption Risk (TYLD only); Premium-Discount Risk; and Secondary Market Trading Risk. See Appendix B.
9. Comment: The Staff notes that the last sentence under “Purchase and Sale of Fund Shares” states that recent Fund information, such as a Fund’s ”NAV, market price, premiums and discounts, and bid/ask spreads,” is available on the Fund’s website at www.cambriafunds.com. The Staff further notes that a hyperlink used to direct investors to information on a webpage should take the investor directly to the referenced information or to where a “direct link” may be found for that information. Please update this hyperlink accordingly.
Response: The Registrant has made the requested change so that the relevant sentence in MYLD’s summary prospectus links to www.cambriafunds.com/myld and the relevant sentence in TYLD’s summary prospectus links to www.cambriafunds.com/tyld.
10. Comment: The Staff notes that the disclosure under the “Additional Information About the Funds’ Risks” section states “Please consult the Fund Summary of a Fund to determine which risks are applicable to that Fund.” For each principal risk set forth in Item 9, specifically name the Fund or Funds to which it applies.
Response: The Registrant notes that the disclosure under the Item 9 “Additional Information About the Funds’ Risks” section is meant to supplement and provide additional information, when applicable, about the risks of investing described under “Principal Risks” in the Item 4 Fund Summary for each of the Funds. As the Staff notes, the introductory paragraph to this Item 9 section directs investors to consult the Fund Summary of a Fund to determine which risks apply. In the past, the Registrant has identified in Item 9 which risks apply to which funds, but the Registrant found that the identification process is (1) burdensome and leads to complicated disclosure and/or gratuitous exceptions when there are numerous funds included in a statutory prospectus (e.g., the statutory prospectus for the other Cambria ETFs includes a dozen funds) and (2) unhelpful to investors who typically first review a specific Fund’s Item 4 principal risks before then looking for additional information in Item 9, not vice versa. Accordingly, in the Registrant’s most recent annual update, the Registrant removed references to applicable funds in Item 9. Hence, the Registrant has considered the Staff’s comment, but based on the reasons set forth above, and given that these Funds will ultimately join the Registrant’s larger statutory prospectus, which would then include 14 funds, the Registrant respectfully declines to reference each of the applicable Funds in the Item 9 “Principal Risks” section at this time.
Ms. Marquigny, Esq.
December 21, 2023
Page 6
11. Comment: Please move the “Authorized Participants, Market Makers and Liquidity Providers Concentration Risk” currently set forth under “Additional Non-Principal Risk Information” to the Item 4 “Principal Risks” section for each Fund and update the related Item 4 risk disclosure, as appropriate.
Response: The Registrant has made the requested change. See the Registrant’s response to Comment 8 and Appendix B.
Cambria Micro and SmallCap Shareholder Yield ETF
12. Comment: The Staff notes that the fourth paragraph of the Fund’s “Principal Investment Strategies” states that “[a]s of [-], 2023, the Fund had significant investment exposure to companies in the [-] sectors….” Please complete this disclosure, including sectors, and provide the corresponding risk exposure.
Response: The Registrant has deleted the fourth paragraph of the Fund’s principal investment strategy in its entirety and replaced it with the following sentence:
As of the date of this Prospectus, the Fund had significant investment exposure to companies in the Consumer Discretionary, Energy, Financials, and Industrials sectors; however, the Fund’s sector ex
Show Raw Text
CORRESP
1
filename1.htm
K. Michael Carlton
+1.202.373.6070
michael.carlton@morganlewis.com
December 21, 2023
VIA EDGAR
Ms. Beckie Marquigny, Esq.
Division of Investment Management, Disclosure Review Office
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Cambria ETF Trust
File Nos. 333-180879 and
811-22704
Dear Ms. Marquigny:
On behalf of our client, Cambria ETF Trust (the
“Trust” or “Registrant”), we are responding to Staff comments we received telephonically on November 27, 2023,
related to Post-Effective Amendment No. 222 to the Trust’s registration statement on Form N-1A (Amendment No. 224 to the Trust’s
registration statement under the Investment Company Act of 1940) (the “Amendment”). The Amendment was filed with the U.S.
Securities and Exchange Commission (“SEC”) on October 10, 2023, for the purpose of (i) registering shares of Cambria Micro
and SmallCap Shareholder Yield ETF (“MLYD”) and Cambria Tactical Yield ETF (“TYLD”), each a new series of the
Trust (each, a “Fund” and, together, the “Funds”). Capitalized terms used, but not defined, herein have the same
meaning given to them in the Trust’s registration statement.
Prospectus – Both Funds
1. Comment: Please provide, via correspondence, each Fund’s completed fee table and expense
examples.
Response: Each Fund’s
fee table and expense examples are identical, as set forth in Appendix A.
Morgan, Lewis & Bockius llp
1111 Pennsylvania Avenue, NW
Washington, DC 20004
+1.202.739.3000
United States
+1.202.739.3001
Ms. Marquigny, Esq.
December 21, 2023
Page 2
2. Comment: Please supplementally describe how the Registrant estimated “Other Expenses”
for each Fund and concluded that the estimated value is reasonable for the fiscal year.
Response: Cambria
Investment Management, L.P., each Fund’s investment adviser (“Cambria”), receives a unitary management fee for its advisory
services to each Fund. Accordingly, Cambria bears all of the costs of each Fund, except for the advisory fee, payments under each Fund’s
12b-1 plan, brokerage expenses, acquired fund fees and expenses (“AFFE”), taxes, interest (including borrowing costs and dividend
expenses on securities sold short), litigation expense and other extraordinary expenses (including litigation to which the Trust or the
Fund may be a party and indemnification of the Trustees and officers with respect thereto). Further, the Registrant notes that MLYD invests
primarily in equity securities, and TYLD invests primarily in fixed income securities. The Registrant does not anticipate either Fund
will incur expenses related to Fund investments, otherwise excluded from the unitary management fee, that would exceed one basis point
and require disclosure in the Fund’s fee table. Accordingly, the Registrant has concluded that 0.00% is a reasonable estimate of
the Fund’s Other Expenses for the current fiscal year.
3. Comment: Please confirm that expenses related to each Fund’s investment in exchange-traded
funds (“ETFs”) and other funds will not exceed one basis point.
Response: The Registrant
confirms that it does not expect either Fund to incur AFFE in excess of one basis point during the current fiscal year. See Appendix A.
As noted in response to Comment 22 below, TYLD may invest up to 10% of its net assets in ETFs to obtain exposure to emerging market government
bonds and high yield corporate fixed income securities. Cambria’s quantitative algorithm determines TYLD’s investment in fixed
income securities by comparing the current yield spreads between various bond categories and T-Bills to their historical average yield
spreads. Based on the current spreads, Cambria does not expect to invest in these fixed income segments during the current fiscal year
and, as such, expects TYLD’s AFFE will not exceed one basis point during the current fiscal year.
Ms. Marquigny, Esq.
December 21, 2023
Page 3
4. Comment: Please consider rearranging the order in which each Fund’s principal risks are presented
in the “Principal Risks” section to prioritize risks that are most likely to adversely affect the Fund’s NAV, yield
and total return. The Fund’s principal risks should be ordered in such a way so that investors are better able to align their risk
tolerances with the principal risks of the Fund. Please note that after listing the most significant risks to the Fund, the remaining
risks may be alphabetized. See ADI 2019-08—Improving Principal Risks Disclosure.
Response: The Registrant
believes that each risk disclosed in response to Item 4(b) of Form N-1A is a principal risk of the corresponding Fund and that each such
risk is relevant for investors. Further, the Registrant is not aware of any requirement in Form N-1A that requires a fund’s principal
risks to be set forth in any particular order. More importantly, the Trust believes that ordering the risks alphabetically makes it easier
for investors to find applicable risk factors, compare them across funds, and assess whether their risk tolerances align with a Fund’s
principal risks. Finally, the Registrant believes that seeking to order risks based on an inherently subjective determination of each
risk’s relative risk to the Fund is potentially misleading. Accordingly, the Registrant respectfully declines to re-order the Funds’
principal risks.
5. Comment: Please revise each Fund’s Management Risk to directly discuss the role of human
error by individual portfolio managers. Specifically, please state that a Fund’s portfolio managers may rely on poorly chosen, ineffective
investment management techniques, or apply poor judgment to an otherwise effective investment analysis and investment methods.
Response: The Registrant
has revised the description of Management Risk as follows (new disclosure in bold):
Item 4
Management Risk. The Fund
is actively managed using a model-based approach, and the Adviser selects Fund investments on a periodic basis using a proprietary
quantitative algorithm developed by the Adviser for the Fund. There can be no guarantee that these strategies and processes, or
the Adviser’s quantitative model, will be effective or successful investment management techniques or that the
Adviser’s judgments about the attractiveness, value and potential appreciation of particular Fund investments will be correct even
if the Adviser’s overall investment strategies and processes are otherwise effective. Further, there is no guarantee that the
Fund will achieve its investment objective.
Item 9
Management Risk. The Fund
is actively managed using a model-based approach, and the Adviser selects Fund investments on a periodic basis using a proprietary
quantitative algorithm developed by the Adviser for the Fund. There can be no guarantee that these strategies and processes,
or the Adviser’s quantitative model, will be effective or successful investment management techniques or that the Adviser’s
judgments about the attractiveness, value and potential appreciation of particular Fund investments will be correct or produce
the desired results even if the Adviser’s overall investment strategies and processes are otherwise effective. Further, there
is no guarantee that the Fund will achieve its investment objective or outperform other investment strategies over the short- or long-term
market cycles. If the Adviser fails to accurately evaluate market risk or appropriately react to current and developing market conditions,
the Fund’s share price may be adversely affected. Securities selected by Cambria may not perform as expected. This could result
in the Fund’s underperformance compared to other funds with similar investment objectives.
Ms. Marquigny, Esq.
December 21, 2023
Page 4
6. Comment: Please consider revising the Funds’ risk disclosure to discuss any heightened risks
applicable to the Funds as a result of the ongoing conflict in the Middle East.
Response: The Registrant
acknowledges and has considered the Staff’s comment regarding the inclusion of risk disclosure related specifically to the ongoing
conflict in the Middle East but respectfully declines to add such disclosure at this time. The Registrant does not believe either Fund
is subject to heightened risks associated with the ongoing conflict in the Middle East beyond the general risks associated with global
events already described under “Market Events Risk”. In the future, to the extent the ongoing conflict in the Middle East
creates a principal risk to investing in a Fund or the global economy in general, the Registrant will update the disclosure set forth
under “Market Events Risk—Recent Events” accordingly.
7. Comment: Please revise “Premium-Discount Risk” to clarify that in stressed market conditions,
the market for an ETF’s shares may become less liquid in response to deteriorating liquidity in the markets for the ETF’s
underlying portfolio holdings. In addition, please note that this adverse effect on liquidity for the ETF’s shares could lead to
differences between the market price of the ETF’s shares and the underlying value of those shares.
Response: The Registrant
has revised the description of Premium-Discount Risk as follows (new disclosure in bold):
Item 4
Premium-Discount Risk. Shares
may trade above (premium) or below (discount) their NAV. The market prices of Shares will generally fluctuate in accordance with changes
in NAV as well as the relative supply of, and demand for, Shares on the Exchange. This risk is heightened in times of market volatility
or periods of steep market declines. Additionally, in stressed market conditions, the market for Shares may become less liquid in response
to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, and this could lead to differences between
the market price of the Shares and the underlying value of those Shares.
Item 9
Premium-Discount Risk. Shares
may trade above (premium) or below (discount) their NAV. The NAV of the Fund will generally fluctuate with changes in the
market value of the Fund’s holdings. The market prices of Shares, however, will generally fluctuate in accordance with changes in
NAV as well as the relative supply of, and demand for, Shares on the Exchange. The trading price of Shares may deviate significantly from
NAV during periods of market volatility. In particular, in stressed market conditions, the market for Shares may become less liquid
in response to deteriorating liquidity in the markets for the Fund’s underlying portfolio holdings, and this could lead to differences
between the market price of the Shares and the underlying value of those Shares. Cambria cannot predict whether Shares will trade
below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary
trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the securities held
by the Fund. However, given that Shares can be purchased and redeemed in large blocks of Shares, called Creation Units (unlike shares
of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), and the Fund’s
portfolio holdings are fully disclosed on a daily basis, Cambria believes that large discounts or premiums to the NAV of Shares
should not be sustained, but that may not be the case.
Ms. Marquigny, Esq.
December 21, 2023
Page 5
8. Comment: Please provide a separate risk dedicated to structuring a fund as an ETF and re-characterize
the related risks as sub-risks of that structure, or tell us why this is the wrong thing to do, incorrect, or otherwise unnecessary to
appreciate the risks of this instrument.
Response: The Registrant
has revised each Fund’s “Principal Risks” section, as well as the Item 9 “Principal Risks” section, to include
a description of “ETF Structure Risk” that is comprised of each of the following sub-risks: Authorized Participants, Market
Makers and Liquidity Providers Concentration Risk; Cash Redemption Risk (TYLD only); Premium-Discount Risk; and Secondary Market Trading
Risk. See Appendix B.
9. Comment: The Staff notes that the last sentence under “Purchase
and Sale of Fund Shares” states that recent Fund information, such as a Fund’s ”NAV, market price, premiums and discounts,
and bid/ask spreads,” is available on the Fund’s website at www.cambriafunds.com. The
Staff further notes that a hyperlink used to direct investors to information on a webpage should take the investor directly to the referenced
information or to where a “direct link” may be found for that information. Please update this hyperlink accordingly.
Response: The Registrant
has made the requested change so that the relevant sentence in MYLD’s summary prospectus links to www.cambriafunds.com/myld and
the relevant sentence in TYLD’s summary prospectus links to www.cambriafunds.com/tyld.
10. Comment: The Staff notes that the disclosure under the “Additional Information About the
Funds’ Risks” section states “Please consult the Fund Summary of a Fund to determine which risks are applicable to that
Fund.” For each principal risk set forth in Item 9, specifically name the Fund or Funds to which it applies.
Response: The Registrant
notes that the disclosure under the Item 9 “Additional Information About the Funds’ Risks” section is meant to supplement
and provide additional information, when applicable, about the risks of investing described under “Principal Risks” in the
Item 4 Fund Summary for each of the Funds. As the Staff notes, the introductory paragraph to this Item 9 section directs investors to
consult the Fund Summary of a Fund to determine which risks apply. In the past, the Registrant has identified in Item 9 which risks apply
to which funds, but the Registrant found that the identification process is (1) burdensome and leads to complicated disclosure and/or
gratuitous exceptions when there are numerous funds included in a statutory prospectus (e.g., the statutory prospectus for the other Cambria
ETFs includes a dozen funds) and (2) unhelpful to investors who typically first review a specific Fund’s Item 4 principal risks
before then looking for additional information in Item 9, not vice versa. Accordingly, in the Registrant’s most recent annual update,
the Registrant removed references to applicable funds in Item 9. Hence, the Registrant has considered the Staff’s comment, but based
on the reasons set forth above, and given that these Funds will ultimately join the Registrant’s larger statutory prospectus, which
would then include 14 funds, the Registrant respectfully declines to reference each of the applicable Funds in the Item 9 “Principal
Risks” section at this time.
Ms. Marquigny, Esq.
December 21, 2023
Page 6
11. Comment: Please move the “Authorized Participants, Market Makers and Liquidity Providers
Concentration Risk” currently set forth under “Additional Non-Principal Risk Information” to the Item 4 “Principal
Risks” section for each Fund and update the related Item 4 risk disclosure, as appropriate.
Response: The Registrant
has made the requested change. See the Registrant’s response to Comment 8 and Appendix B.
Cambria Micro and SmallCap Shareholder Yield
ETF
12. Comment: The Staff notes that the fourth paragraph of the Fund’s “Principal Investment
Strategies” states that “[a]s of [-], 2023, the Fund had significant investment exposure to companies in the [-] sectors….”
Please complete this disclosure, including sectors, and provide the corresponding risk exposure.
Response: The Registrant
has deleted the fourth paragraph of the Fund’s principal investment strategy in its entirety and replaced it with the following
sentence:
As of the date of this Prospectus,
the Fund had significant investment exposure to companies in the Consumer Discretionary, Energy, Financials, and Industrials sectors;
however, the Fund’s sector ex