AAPX DEF 14A 2024

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

SCHEDULE14A

ProxyStatement Pursuant to Section 14(a) of the

SecuritiesExchange Act of 1934

(AmendmentNo. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary<br> Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒	Definitive<br> Proxy Statement
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☐	Definitive<br> Additional Materials
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☐	Soliciting<br> Material under §240.14a-12
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ETFOPPORTUNITIES TRUST

(Nameof Registrant as Specified In Its Charter)

(Nameof Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No<br> fee required
☐	Fee<br> paid previously with preliminary materials
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☐	Fee<br> computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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ETFOpportunities Trust

8730 Stony Point Parkway, Suite 205

Richmond, Virginia 23235

July 10, 2024

Dear Shareholder:

The Special Meeting of the Shareholders of ETF Opportunities Trust (the “Trust”) is scheduled for August 15, 2024 and will be held at 11:30 a.m., Eastern Time at the offices of the Trust’s Administrator, Commonwealth Fund Services, Inc., (8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235).

The enclosed proxy materials are being sent to the shareholders that owned shares of any series of the Trust (each, a “Fund” and, collectively, the “Funds”) as of the close of business on July 1, 2024, the record date for the Special Meeting (the “Record Date”).

The Trust’s Board of Trustees is seeking your vote for the election of three members to the Board of Trustees. All nominees currently serve as Trustees of the Trust. Mr. Urban and Ms. Ivey have previously been elected by shareholders, Ms. Morrison has not previously been elected by shareholders. Mr. Pitt, a current Trustee of the Trust, will not seek re-election by Fund shareholders, and is expected to retire as a Trustee at the end of 2024. Mr. Pitt is expected to serve as an emeritus trustee of the Trust after his retirement for a period of time. Mr. Urban, Ms. Ivey and Ms. Morrison have been nominated and appointed by the Trust’s Board of Trustees to serve as Independent Trustees of the Trust if elected by shareholders. Ms. Morrison’s appointment as an Independent Trustee is effective July 1, 2024.

We urge you to complete, sign and return the enclosed proxy card promptly. A postage-paid envelope is enclosed for this purpose. Whether or not you plan to be present at the meeting, your vote is important and you are, therefore, strongly encouraged to return a proxy card for the Funds in which you are invested.

We look forward to receiving your proxy so that your shares may be voted at the Special Meeting.

Sincerely,

/s/ David A. Bogaert

David A. Bogaert

President

ETF Opportunities Trust

ETFOpportunities Trust

8730 Stony Point Parkway, Suite 205

Richmond, Virginia 23235

NOTICEOF SPECIAL MEETING OF SHAREHOLDERS

Tobe Held on August 15, 2024

Alpha<br> Dog ETF	Rex<br> AI Equity Premium Income ETF
American<br> Conservative Values ETF	REX<br> FANG & Innovation Equity Premium Income ETF
Applied<br> Finance Valuation Large Cap ETF	T-Rex<br> 2X Inverse NVIDIA Daily Target ETF
Brendan<br> Wood TopGun ETF	T-Rex<br> 2X Inverse Tesla Daily Target ETF
Cultivar<br> ETF	T-REX<br> 2X Long Alphabet Daily Target ETF
Formidable<br> ETF	T-REX<br> 2X Long Apple Daily Target ETF
Formidable<br> Fortress ETF	T-REX<br> 2X Long Microsoft Daily Target ETF
IDX<br> Dynamic Fixed Income ETF	T-Rex<br> 2X Long NVIDIA Daily Target ETF
IDX<br> Dynamic Innovation ETF	T-Rex<br> 2X Long Tesla Daily Target ETF
Kingsbarn<br> Dividend Opportunity ETF	Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF
Kingsbarn<br> Tactical Bond ETF	WealthTrust<br> DBS Long Term Growth ETF
LAFFER<br>	TENGLER Equity Income ETF

ImportantNotice Regarding Availability of Proxy Materials for the

Special Shareholder Meeting to be held on August 15, 2024:

This Proxy Statement is available online at the following website: vote.proxyonline.com/etfopps/docs/2024meeting.pdf

To Shareholders of ETF Opportunities Trust (the “Trust”):

Notice is hereby given that a special meeting of the shareholders of the Trust (the “Special Meeting”) will be held on August 15, 2024 at the offices of the Trust’s Administrator, Commonwealth Fund Services, Inc. (8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235), at 11:30 a.m., Eastern Time, for the following purposes, which are more fully described in the accompanying Proxy Statement:

1.	To<br> elect three Trustees to the Board of Trustees of the Trust, as follows: David J. Urban,<br> Mary Lou H. Ivey and Laura V. Morrison.
2.	To<br> transact such other business as may properly come before the Special Meeting and any<br> postponement or adjournment.
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The Board of Trustees recommends that you vote FOR each Trustee to the Board of Trustees identified in this Proxy Statement. The Board of Trustees of the Trust has fixed the close of business on July 1, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Copies of these proxy materials, including this notice of the Special Meeting, the Proxy Statement, and the proxy card, also are available to you at vote.proxyonline.com/etfopps/docs/2024meeting.pdf***.*** Information on how to obtain directions to attend the Special Meeting and vote in person can be obtained by calling 1-800-673-0550.

Weurge you to mark, sign, date, and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that youwill be represented at the Special Meeting. If you desire to vote in person at the Special Meeting, you may revoke your proxyat any time before it is exercised. Yourvote is important no matter how many shares you own. In order to avoid the additional expense of further solicitation, we askyour cooperation in completing your proxy card promptly.

By order of the Board of Trustees of the Trust,

/s/<br>David A. Bogaert

David A. Bogaert, President, ETF Opportunities Trust

July 10, 2024

PROXYSTATEMENT

ETFOpportunities Trust

8730 Stony Point Parkway, Suite 205

Richmond, Virginia 23235

INTRODUCTION

The enclosed proxy is solicited by the Board of Trustees (the “Board”) of ETF Opportunities Trust (the “Trust”) for use at the Special Meeting of Shareholders (the “Special Meeting”) to be held on August 15, 2024 at 9:00 a.m., Eastern Time, and any postponement or adjournment thereof, for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”). Shareholders of record at the close of business on July 1, 2024 (the “Record Date”) are entitled to be present and to vote at the Special Meeting or any postponed or adjourned session thereof. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on approximately July 12, 2024.

The Trustees recommend that you vote:

1.	For the<br> election of three Trustees to the Board as follows: David J. Urban, Mary Lou H. Ivey and Laura V. Morrison.
2.	In<br> the discretion of the persons named as proxies in connection with any other matters that may properly come before the Special<br> Meeting or any postponement or adjournment thereof.
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As of the Record Date, the Trust currently offers 49 separate series (each, a “Fund” and collectively, the “Funds”), the below Funds had shareholders and were operational as of July 1, 2024.

Alpha<br> Dog ETF	Rex<br> AI Equity Premium Income ETF
American<br> Conservative Values ETF	REX<br> FANG & Innovation Equity Premium Income ETF
Applied<br> Finance Valuation Large Cap ETF	T-Rex<br> 2X Inverse NVIDIA Daily Target ETF
Brendan<br> Wood TopGun ETF	T-Rex<br> 2X Inverse Tesla Daily Target ETF
Cultivar<br> ETF	T-REX<br> 2X Long Alphabet Daily Target ETF
Formidable<br> ETF	T-REX<br> 2X Long Apple Daily Target ETF
Formidable<br> Fortress ETF	T-REX<br> 2X Long Microsoft Daily Target ETF
IDX<br> Dynamic Fixed Income ETF	T-Rex<br> 2X Long NVIDIA Daily Target ETF
IDX<br> Dynamic Innovation ETF	T-Rex<br> 2X Long Tesla Daily Target ETF
Kingsbarn<br> Dividend Opportunity ETF	Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF
Kingsbarn<br> Tactical Bond ETF	WealthTrust<br> DBS Long Term Growth ETF
LAFFER<br>	TENGLER Equity Income ETF

Shareholders of all Funds vote together as a single class on the election of Trustees. Each full share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. Shares represented by your duly executed proxy will be voted in accordance with your instructions. If no instructions are made on a submitted proxy, the proxy will be voted FOR the election of each Trustee.

PROPOSAL1

ELECTIONOF TRUSTEES

The Investment Company Act of 1940, as amended (the “1940 Act”) requires that shareholders elect a fund’s trustees under certain circumstances. As a general matter, a board of trustees may fill vacancies as long as, after the board fills the vacancy, at least two-thirds of the trustees have been elected by shareholders. Currently there are four Trustees, Mr. David J. Urban, Ms. Mary Lou H. Ivey, Mr. Theo J. Pitt, Jr and Ms. Laura V. Morrison. Each of these Trustees, except Ms. Morrison, have previously been elected by shareholders at a meeting held in November 2013. Ms. Morrison was appointed as Trustee by the Trustees who are not “interested persons” (“Independent Trustees”) of the Trust pursuant to a unanimous written consent of the Trustees dated June 14, 2024, effective on July 1, 2024. By electing the Nominees now, the Board will continue to be able to appoint a new Trustee in the future in compliance with applicable sections of the 1940 Act without the expense of conducting additional shareholder meetings to elect Trustees.

Pursuant to a unanimous written consent dated June 14, 2024, the current Trustees of the Trust nominated for election by shareholders the following three nominees to serve on the Board of Trustees of the Trust: David J. Urban, Mary Lou H. Ivey, and Laura V. Morrison. Mr. Theo J. Pitt, Jr. has previously been elected as an Independent Trustee by Trust shareholders and has indicated to the Board of Trustees his intention to retire from the Board at the end of 2024 and therefore is not standing for re-election at this time. Mr. Pitt is expected to serve as an emeritus trustee of the Trust after his retirement for a period of time.

Each nominee has agreed to be named in this Proxy Statement and to serve if elected. The Board has no reason to believe that any of the nominees will become unavailable for election as a Trust. However, if that should occur before the Special Meeting, your proxy will be voted for the individual(s) recommended by the Board to fill each resulting vacancy.

The following table presents certain information regarding the Trustees, including their principal occupations (which, unless specific dates are shown, are of more than five years duration) and other directorships held in reporting companies under the Securities Exchange Act of 1934 or registered investment companies under the 1940 Act. Mr. Pitt is not standing for re-election at the Special Meeting because he plans to retire from the Board at the end of 2024. Ms. Morrison has not previously been elected as Trustee by the Trust’s shareholders.

Each Trustee was nominated to serve on the Board of Trustees based on their particular experiences, qualifications, attributes and skills. Generally, the Trust believes that each Trustee is competent to serve because of their individual overall merits including: (i) experience, (ii) qualifications, (iii) attributes and (iv) skills. The Trust does not believe any one factor is determinative in assessing a Trustee’s qualifications, but that the collective experience of each Trustee makes them each highly qualified.

Each Trustee will serve until the election and qualification of his or her successor, if any, or until he or she sooner dies, resigns, retires or is removed, or as provided in the Trust’s governing documents.

Following is a list of the Nominees of the Trust and their principal occupations over the last five years. The mailing address of each Trustee and officer is 8730 Stony Point Parkway, Suite 205, Richmond Virginia, 23235, unless otherwise indicated.

INDEPENDENT TRUSTEE NOMINEES
NAME,YEAR OF<br><br> <br>BIRTH AND<br><br> <br>POSITIONWITH<br><br> <br>THETRUST	TERM<br><br> OF<br><br> OFFICE<br><br> AND<br><br> LENGTH<br><br> OF TIME<br><br> SERVED	PRINCIPAL<br><br> OCCUPATION(S)<br><br> DURING THE PAST<br><br> FIVE YEARS	NUMBER OF<br><br> FUNDS IN<br><br> FUND<br><br> COMPLEX<br><br> OVERSEEN<br><br> BY<br><br> TRUSTEE	OTHER<br><br>DIRECTORSHIPS<br><br>HELD BY TRUSTEE<br><br>DURING THE PAST<br><br> <br>FIVEYEARS
David<br> J. Urban<br><br> 1955<br><br> <br>Trustee	Indefinite,<br> Since June 2010	Dean<br> Emeritus (since 2023) and Professor of Marketing (since 2013), Jones College of Business, Middle Tennessee State University.	49	Independent<br> Trustee of World Funds Trust for the 22 series of that Trust.
Mary<br> Lou H. Ivey<br><br> 1958<br><br> <br>Trustee	Indefinite,<br> Since June 2010	Senior<br> Vice President for Finance, Episcopal Church Building Fund (national non-profit organization), since January 2022. Accountant,<br> Harris, Hardy & Johnstone, P.C. (accounting firm), 2008-2021.	49	Independent<br> Trustee of World Funds Trust for the 22 series of that Trust
Laura<br> V. Morrison<br><br> <br>1966<br><br> <br>Trustee	Indefinite,<br> Since July 2024	Owner,<br> LVM Advisory LLC (consulting services to financial institutions) since 2024; Director and Member of Nominating and Governance<br> Committee, Women in ETFs (not for profit) (2021 – present); Formerly, Chief Revenue Officer, Direxion (2022-2023); Senior<br> Vice President, Global Head of Listings, Cboe Global Markets (2015-2022).	49	Independent<br> Trustee of World Funds Trust for the 22 series of that Trust.

TRUSTEESAND OFFICERS OF THE TRUST

Trusteesand Officers

The Trust is governed by the Board, which is responsible for protecting the interests of shareholders. The Trustees are experienced businesspersons who meet throughout the year to oversee the Trust’s activities, review contractual arrangements with companies that provide services to the Funds and review performance.

DavidJ. Urban. Mr. Urban has been a Professor of Education since 1989. His strategic planning, organizational and leadership skills help the Board set long-term goals.

MaryLou H. Ivey. Ms. Ivey has over 25 years of business experience as a practicing tax accountant and, as such, brings tax, budgeting and financial reporting skills to the Board.

Laura V. Morrison has over 30 years of experience in leadership roles at global stock exchanges and asset managers. She has extensive knowledge of ETFs as well as mutual funds, having set the strategy and managed the product development, sales distribution and marketing teams at a leading provider. Ms. Morrison also guided the growth of several listing exchanges in the U.S. and Europe including NYSE & Cboe.

The Trust does not believe any one factor is determinative in assessing a Trustee’s qualifications, but that the collective experience of each Trustee makes them each highly qualified.

Mr. Pitt is currently a Trustee but is not standing for re-election at this time.

TheoH. Pitt, Jr. Mr. Pitt has experience as an investor, including his role as trustee of several other investment companies and business experience as Senior Partner of a financial consulting company, as a partner of a real estate partnership and as an Account Administrator for a money management firm.

The Chairman of the Board of Trustees is Ms. Ivey, who is not an “interested person” of the Trust, within the meaning of the 1940 Act. The Trust also has an independent Audit Committee that allows the Board to access the expertise necessary of oversee the Trust, identify risks, recognize shareholder concerns and needs and highlight opportunities. The Audit Committee is able to focus Board time and attention to matters of interest to shareholders and, through its private sessions with the Trust’s auditor, Chief Compliance Officer and legal counsel, stay fully informed regarding management decisions.

ETFs face a number of risks, including investment risk, compliance risk and valuation risk. The Board oversees management of the Fund’s risks directly and through its officers. While day-to-day risk management responsibilities rest with the each Fund’s Chief Compliance Officer, investment advisers and other service providers, the Board monitors and tracks risk by: (1) receiving and reviewing quarterly reports related to the performance and operations of the Funds; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust, including the Trust’s valuation policies and transaction procedures; (3) periodically meeting with the portfolio manager to review investment strategies, techniques and related risks; (4) meeting with representatives of key service providers, including the Fund’s investment advisers, administrator, distributor, transfer agent and the independent registered public accounting firm, to discuss the activities of the Funds; (5) engaging the services of the Chief Compliance Officer of the each Fund to monitor and test the compliance procedures of the Trust and its service providers; (6) receiving and reviewing reports from the Trust’s independent registered public accounting firm regarding the Fund’s financial condition and the Trust’s internal controls; and (7) receiving and reviewing an annual written report prepared by the Chief Compliance Officer reviewing the adequacy of the Trust’s compliance policies and procedures and the effectiveness of their implementation. The Board has concluded that its general oversight of the investment advisers and other service providers as implemented through the reporting and monitoring process outlined above allows the Board to effectively administer its risk oversight function.

Following is a list of the non-nominee Trustee and officers of the Trust and their principal occupation over the last five years. The mailing address of each such non-nominee Trustee and officer is 8730 Stony Point Parkway, Suite 205, Richmond Virginia, 23235, unless otherwise indicated.

NON-NOMINEE INDEPENDENT TRUSTEE
NAME, YEAR OF<br><br> <br>BIRTH AND<br><br> <br>POSITION WITH<br><br> <br>THE TRUST	TERM OF<br><br> <br>OFFICE<br><br> <br>AND<br><br> <br>LENGTH<br><br> <br>OF TIME<br><br> <br>SERVED	PRINCIPAL OCCUPATION(S) DURING<br><br> <br>THE PAST FIVE<br><br> <br>YEARS	NUMBER OF<br><br> <br>FUNDS IN<br><br> <br>FUND<br><br> <br>COMPLEX<br><br> <br>OVERSEEN<br><br> <br>BY<br><br> <br>TRUSTEE	OTHER DIRECTORSHIPS<br><br> <br>HELD BY TRUSTEE DURING<br><br> <br>THE PAST<br><br> <br>5 YEARS
Theo<br> H. Pitt, Jr.<br><br> <br>1936<br><br> <br>Trustee	Indefinite;<br> Since August 2013	Senior<br> Partner, Community Financial Institutions Consulting (bank consulting) since 1997.	49	Independent<br> Trustee of Chesapeake Investment Trust for the one series of that trust; Chairman of Hillman Capital Management Investment Trust;<br> World Funds Trust for the twenty-two series of that trust; and Starboard Investment Trust for the ten series of that trust; (all<br> registered investment companies).
OFFICERS OF THE TRUST
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NAME, YEAR OF BIRTH AND<br><br> <br>POSITION(S) WITH THE<br><br> <br>TRUST	TERM OF OFFICE AND<br><br> <br>LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE<br><br> <br>YEARS
David<br> A. Bogaert<br><br> <br>1963<br><br> <br>President	Indefinite,<br> Since December 2019	Managing<br> Director of Business Development, Commonwealth Fund Services, Inc., October 2013 to present.
Thomas<br> A. Carter<br><br> <br>1966<br><br> <br>Vice<br> President	Indefinite,<br> Since December 2019	President<br> Ridgeline Research September 2019 through present; President ALPS Advisors and ALPS Portfolio Solutions Distributors 2007-November<br> 2018. Garden Leave November 2018-September 2019.

OFFICERS OF THE TRUST
NAME, YEAR OF BIRTH AND<br><br> <br>POSITION(S) WITH THE<br><br> <br>TRUST	TERM OF OFFICE AND<br><br> <br>LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE<br><br> <br>YEARS
Karen<br> M. Shupe<br><br> <br>1964<br><br> <br>Treasurer<br> and Principal Executive Officer	Indefinite,<br> Since December 2019	Managing<br> Director of Fund Operations, Commonwealth Fund Services, Inc., 2003 to present.
Ann<br> T. MacDonald<br><br> <br>1954<br><br> <br>Assistant<br> Treasurer and Principal Financial Officer	Indefinite,<br> Since December 2019	Managing<br> Director, Fund Administration and Fund Accounting, Commonwealth Fund Services, Inc., 2003 to present.
John<br> H. Lively<br><br> <br>1969<br><br> <br>Secretary	Indefinite,<br> Since December 2019	Attorney,<br> Practus, LLP (law firm), May 2018 to present; Attorney, The Law Offices of John H. Lively & Associates, Inc. (law firm),<br> March 2010 to May 2018.
J.<br> Stephen King<br><br> <br>1962<br><br> Assistant Secretary	Indefinite,<br> Since September 2022	Attorney,<br> Practus LLP (law firm), 2020 to present; Senior Vice President and Associate General Counsel, The TCW Group, Inc. (investment<br> management firm), 2017 to 2019.
Gino<br> E. Malaspina<br><br> <br>1968<br><br> <br>Assistant<br> Secretary	Indefinite,<br> Since September 2022	Attorney,<br> Practus LLP (law firm), since August 2022; Vice President and Senior Counsel, State Street Corporation, October 2019 to July<br> 2022; Senior Counsel, Apex Fund Services (formerly, Atlantic Fund Services), June 2014 to October 2019.
Holly<br> B. Giangiulio<br><br> <br>1962<br><br> <br>Assistant<br> Secretary	Indefinite,<br> Since December 2019	Managing<br> Director, Corporate Operations, Commonwealth Fund Services, Inc., January 2015 to present.
Laura<br> B. Wright<br><br> 1972<br><br> Assistant Secretary	Indefinite,<br> Since July 2022	Manager,<br> Fund Administration, Commonwealth Fund Services, Inc., August 2023 to present; Fund Administrator, Commonwealth Fund Services,<br> Inc., 2016 to 2023.
Soth<br> Chin<br><br> <br>1966<br><br> <br>Chief<br> Compliance Officer	Indefinite,<br> Since March 2023	Managing<br> Member of Fit Compliance, LLC (financial services compliance and consulting firm) since October 2016.
Julian<br> G. Winters<br><br> <br>1968<br><br> <br>Assistant<br> Chief Compliance Officer	Indefinite,<br> Since March 2023	Managing<br> Member of Watermark Solutions, LLC (investment management compliance and consulting firm) since March 2007.

BoardCommittees

The Board of Trustees has established an Audit Committee, Nominating and Corporate Governance Committee and Qualified Legal Compliance Committee.

The Audit Committee of the Board is comprised of Mr. Urban, Ms. Ivey, Mr. Pitt, and Ms. Morrison. The functions of the Audit Committee are to meet with the Trust’s independent auditors to review the scope and findings of the annual audit, discuss the Trust’s accounting policies, discuss any recommendations of the independent auditors with respect to the Trust’s management practices, review the impact of changes in accounting standards on the Trust’s financial statements, recommend to the Board the selection of the independent registered public accounting firm, and perform such other duties as may be assigned to the Audit Committee by the Board. The Audit Committee Charter is described in Exhibit A to this Proxy Statement.

The Nominating and Corporate Governance Committee is comprised of Mr. Urban, Ms. Ivey, Mr. Pitt, and Ms. Morrison. The Nominating and Corporate Governance Committee’s purposes, duties and powers are set forth in its written charter, which is described in Exhibit B to this Proxy Statement – the charter also describes the process by which shareholders of the Trust may make Trustee nominations. As stated in the charter, the Committee considers any specific financial, technical, or other expertise possessed by a Trustee candidate and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications. This policy is implemented through the Committee’s interview process with respect to consideration of each new Trustee nominee. The Committee assesses the effectiveness of the policy through periodic review of the charter. All Trustee nominees including those recommended by Fund shareholders, are evaluated on the same basis. The Committee believes that, collectively, the current Board Members and nominees have balanced and diverse experiences, qualifications, attributes and skills which allows the Board to operate effectively in governing the Fund and protecting interests of shareholders. With respect to the nomination of Ms. Morrison as an Independent Trustee, such nominee was recommended through the Committee’s own internal process engaged to identify new Independent Trustee nominees.

The Qualified Legal Compliance Committee is comprised of Mr. Urban, Ms. Ivey, Mr. Pitt, and Ms. Morrison. The Qualified Legal Compliance Committee receives, investigates, and makes recommendations as to the appropriate remedial action in connection with any report of evidence of a material violation of the securities laws or breach of fiduciary duty or similar violation by the Trust, its officers, Trustees, or agents.

The Board of Trustees held the following Board and Board committee meetings during the twelve-month period ended May 31, 2024:

Board/Committee		Period<br> Ending<br><br> <br>May<br> 31, 2024
Board<br> of Trustees		6
Audit<br> Committee		8
Nominating<br> and Governance Committee		2
Qualified<br> Legal Compliance Committee		0

For the period ended May 31, 2024, each then-serving Trustee attended all of the meetings of the Board and of each Board committee.

TrustCompensation

Each Trustee who is not an “interested person” of the Trust may receive compensation for their services to the Trust. All Trustees are reimbursed for any out-of-pocket expenses incurred in connection with attendance at meetings. Prior to January 1, 2024, each Trustee received an annual retainer of $12,000, paid quarterly. Effective January 1, 2024, each Trustee receives a retainer fee at the annualized rate of $54,000, paid quarterly. The Independent Chairperson receives an additional annual fee of $5,000, paid quarterly. Additionally, each Trustee receives a fee of $2,500 per special meeting attended. During the period ended May 31, 2024, Ms. Morrison did not receive compensation from the Trust because she did not serve as a Trustee for this period. Compensation received from the Trust for the twelve-month period ended May 31, 2024 is as follows:

Name of Person / Position	Aggregate Compensation from Funds	Pension or Retirement Benefits Accrued as Part of Funds Expenses	Estimated Annual Benefits upon Retirement	*Total Compensation from Funds and Fund Complex Paid to Trustees ()^(1)^**
David<br> J. Urban, Trustee	$38,000	$0	$0	$38,000
Mary<br> Lou H. Ivey, Trustee	$40,500	$0	$0	$40,500
Theo<br> H. Pitt, Jr., Trustee	$38,000	$0	$0	$38,000
Laura<br> V. Morrison, Trustee^(2)^	$0	$0	$0	$0
*	Company<br> does not pay deferred compensation.
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^(1)^ A “Fund Complex” consists of all of the Funds in the Trust managed by a particular investment adviser.

^(2)^ Ms. Morrison was appointed as a Trustee on June 14, 2024 (effective July 1, 2024), subject to election by Trust shareholders.

ShareOwnership

The table below shows for each Trustee, the amount of Fund equity securities beneficially owned by each Trustee, and the aggregate value of all investments in equity securities of the Funds of the Trust, as of May 31, 2024, and stated as one of the following ranges: A = None; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000**.**

Independent Trustee	Dollar Range of Equity Securities in the Funds	Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by the Trustees in Family of Investment Companies
David<br> J. Urban	A	A
Mary<br> Lou H. Ivey	A	A
Theo<br> H. Pitt, Jr.	A	A
Laura<br> V. Morrison *	A	A

*Ms. Morrison was appointed as a Trustee on June 14, 2024 (effective July 1, 2024), subject to election by Trust shareholders.

As of May 31, 2024, the Trustees and officers of the Trust as a group owned less than 1% of the outstanding shares of each class of shares of each Fund.

THETRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR” EACH NOMINEE NAMED IN THIS PROPOSAL.

FURTHERINFORMATION ABOUT VOTING AND THE SPECIAL MEETING

***Quorumand Required Vote.***Forty percent (40%) of the outstanding shares of the Trust entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting. Approval of the election of any Nominee shall be by a plurality of the votes cast at the Special Meeting (all Funds of the Trust voting together as a single class) at which a quorum is present.

For the purposes of determining the presence of a quorum and counting votes on the Proposal, shares of the Funds represented by abstentions will be counted as present, but not as votes cast for or against a proposal at the Special Meeting. Therefore, abstentions may have the same effect as a vote “against” the Proposal. It is the Trust’s understanding that because broker-dealers (in the absence of specific authorization from their customers) will have discretionary authority to vote any Fund shares held beneficially by their customers on the single matter expected to be presented at the Special Meeting, there are unlikely to be any “broker non-votes” at the Special Meeting. Broker non-votes would otherwise have the same effect as abstentions (that is, broker non-votes would be treated as if they were votes against the Proposal).

OtherBusiness. The Trustees know of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, they intend that proxies that do not contain specific restrictions to the contrary be voted on such matters in accordance with the judgment of the persons named in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.

Revocationof Proxies. If you appoint a proxy by signing and returning your proxy card, you can revoke that appointment at any time before it is exercised. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy is taken (a) by a writing delivered to the Trust stating that the proxy is revoked, (b) by a subsequent proxy executed by such person, (c) attendance at the meeting and voting in person by the person executing that proxy, or (d) revocation by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. The Trust’s address is: ETF Opportunities Trust, c/o Commonwealth Fund Services, Inc., Attn: President, ETF Opportunities Trust, 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235.

***ShareholderProposals.***The Trust is not required to hold annual meetings of shareholders but will hold special meetings of shareholders when, in the judgment of the Trustees, it is necessary or desirable to submit matters for a shareholder vote. Any shareholder who wishes to submit proposals to be considered at a special shareholder meeting of the Trust should send such proposals to ETF Opportunities Trust, Attn: President, c/o Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235. Any shareholder proposals to be included in the proxy statement for the Trust’s next meeting of shareholders must be received by the Trust within a reasonable period of time before the proxy solicitation for such meeting is made.

Adjournment. Any shareholders’ meeting may be adjourned by the chairman of the meeting one or more times for any reason, including the failure of a quorum to be present at the meeting with respect to any proposal or the failure of any proposal to receive sufficient votes for approval. No shareholder vote shall be required for any adjournment. No notice of adjournment of a meeting to another time or place need be given to shareholders if such time and place are announced at the meeting at which the adjournment is taken or notice is given to persons present at the meeting. Any adjourned meeting may be held at such time and place as determined by the Board of Trustees in its sole discretion. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting.

Annualand Semi-Annual Reports. The most recent annual and semi-annual reports to shareholders of the Funds (when available) will be provided to shareholders at no cost. To request a report, please call us toll-free at 1.800.673.0550 or write to us at 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235.

ShareholderCommunications. Fund shareholders may send communications to the Board of Trustees as follows: ETF Opportunities Trust, Attn: President, c/o Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.

ProxySolicitation Costs. The costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by the Trust. In addition to soliciting proxies by mail, the Trustees and employees of the Trust may solicit proxies in person or by telephone. The costs associated with the solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are expected to be approximately $195,705. By voting immediately, you can help avoid the additional expense and burden of a second proxy solicitation.

Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts with the Funds. Unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 or made by telephone by calling 1-800-673-0550.

The number of votes eligible to be cast at the Special Meeting with respect to each Fund as of the Record Date and other share ownership information are set forth in Exhibit C to this Proxy Statement.

INVESTMENTADVISERS AND FUND INFORMATION

The Administrator for all Funds is Commonwealth Fund Services, Inc, 8730 Stony Point Pkwy, Suite 205, Richmond, Virginia 23235.

The Distributor for all Funds is Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101.

The Custodian and Transfer Agent for all Funds is Citibank, N.A., 388 Greenwich Street, New York, New York 10048.

Each Fund’s investment adviser/sub-adviser are as follows:

Fund	Investment Adviser/Sub-Adviser
Alpha Dog ETF	Adviser: Gea Sphere, LLC<br><br> <br>55 Mystery Farm Road<br><br> <br>Cranston, RI 02921<br><br> <br><br><br> <br>Sub-Adviser: Tidal Investments, LLC<br><br> <br>898 N. Broadway, Suite 2<br><br> <br>Massapequa, NY 11758
American Conservative Values ETF	Adviser: Ridgeline Research, LLC<br><br> <br>14961 Finegan Farm Dr<br><br> <br>Darnestown, MD 20874<br><br> <br><br><br> <br>Sub-Adviser: Vident Asset Management 1125 Sanctuary Parkway, Suite 200<br><br> <br>Alpharetta, Georgia 30009
Applied Finance Valuation Large Cap ETF	Adviser: Applied Finance Advisors, LLC<br><br> <br>17806 IH 10, Suite 300<br><br> <br>San Antonio, TX 78257<br><br> <br><br><br> <br>Sub-Adviser: Tidal Investments, LLC<br><br> <br>898 N. Broadway, Suite 2<br><br> <br>Massapequa, NY 11758
Brendan Wood TopGun ETF	Adviser: Tuttle Capital Management, LLC<br><br> <br>155 Lockwood Rd<br><br> <br>Riverside, CT 06878<br><br> <br><br><br> <br>Sub-Adviser: Brendan Wood TopGun Partnerships, Inc.<br><br> <br>15 Prince Arthur Avenue, Toronto, Ontario, Canada M5R 1B2
Cultivar ETF	Adviser: Cultivar Capital, Inc.<br><br> <br>421 E. Hickory St, Suite 103<br><br> <br>Denton, TX 76201<br><br> <br><br><br> <br>Sub-Adviser: Tidal Investments, LLC<br><br> <br>898 N. Broadway, Suite 2<br><br> <br>Massapequa, NY 11758
Formidable ETF<br><br> <br>Formidable Fortress ETF	Adviser: Formidable Asset Management, LLC<br><br> <br>221 East Fourth St, Suite 2700<br><br> <br>Cincinnati, OH 45202<br><br> <br><br><br> <br>Sub-Adviser: Tidal Investments, LLC<br><br> <br>898 N. Broadway, Suite 2<br><br> Massapequa, NY 11758
IDX Dynamic Fixed Income ETF<br><br> <br>IDX Dynamic Innovation ETF	Adviser: IDX Advisors, LLC<br><br> <br>2201 E. Camelback Road, Suite 605<br><br> <br>Phoenix, AZ 85016<br><br> <br><br><br> <br>Sub-Adviser: Tidal Investments, LLC<br><br> <br>898 N. Broadway, Suite 2<br><br> <br>Massapequa, NY 11758
Kingsbarn Dividend Opportunity ETF<br><br> <br>Kingsbarn Tactical Bond ETF	Adviser: Kingsbarn Capital Management, LLC<br><br> <br>1645 Village Center Circle, Suite 200<br><br> <br>Las Vegas, NV 89134<br><br> <br><br><br> <br>Sub-Adviser: Vident Asset Management 1125 Sanctuary Parkway, Suite 200<br><br> <br>Alpharetta, Georgia 30009
LAFFER	TENGLER Equity Income ETF	Adviser: Tuttle Capital Management, LLC<br><br> <br>155 Lockwood Rd<br><br> <br>Riverside, CT 06878<br><br> <br><br><br> <br>Sub-Adviser: Laffer Tengler Investments, LLC<br><br> <br>103 Murphy Court,<br><br> <br>Nashville, TN 37203

REX<br> AI Equity Premium Income ETF	Adviser:<br> Rex Advisers, LLC<br><br> <br>1241<br> Post Road, 2^nd^ Floor<br><br> <br>Fairfield,<br> CT 06824<br><br> <br><br><br> <br>Sub-Adviser:<br> Vident Asset Management 1125 Sanctuary Parkway, Suite 200<br><br> <br>Alpharetta,<br> Georgia 30009
REX<br> FANG & Innovation Equity Premium Income ETF	Adviser:<br> Rex Advisers, LLC<br><br> <br>1241<br> Post Road, 2^nd^ Floor<br><br> <br>Fairfield,<br> CT 06824<br><br> <br><br><br> <br>Sub-Adviser:<br> Vident Asset Management 1125 Sanctuary Parkway, Suite 200<br><br> <br>Alpharetta,<br> Georgia 30009
T-Rex<br> 2X Inverse NVIDIA Daily Target ETF	Tuttle<br> Capital Management, LLC<br><br> <br>155<br> Lockwood Rd<br><br> <br>Riverside,<br> CT 06878
T-Rex<br> 2X Inverse Tesla Daily Target ETF
T-Rex<br> 2X Long Alphabet Daily Target ETF
T-Rex<br> 2X Long Apple Daily Target ETF
T-Rex<br> 2X Long Microsoft Daily Target ETF
T-Rex<br> 2X Long NVIDIA Daily Target ETF
T-Rex<br> 2X Long Tesla Daily Target ETF
Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF
WealthTrust<br> DBS Long Term Growth ETF	Adviser:<br> WealthTrust Capital Management, LLC<br><br> <br>4458<br> Legendary Drive, Suite 140<br><br> <br>Destin,<br> FL 32541<br><br> <br><br><br> <br>Sub-Adviser:<br> Tidal Investments, LLC<br><br> <br>898<br> N. Broadway, Suite 2<br><br> <br>Massapequa,<br> NY 11758

PLEASEEXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGEPREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

INFORMATIONON THE TRUST’S INDEPENDENT ACCOUNTANTS

Selectionof Independent Accountants. The Trust’s Audit Committee, which is comprised of the Independent Trustees, has selected Cohen & Company, Ltd. (“Cohen”) as the independent registered public accounting firm to audit and certify the financial statements of the Funds. The list of Funds audited by Cohen are as follows:

Cohen Audited Funds (“Cohen Funds”)
Alpha<br> Dog ETF	Rex<br> AI Equity Premium Income ETF
American<br> Conservative Values ETF	REX<br> FANG & Innovation Equity Premium Income ETF
Applied<br> Finance Valuation Large Cap ETF	T-Rex<br> 2X Inverse NVIDIA Daily Target ETF
Brendan<br> Wood TopGun ETF	T-Rex<br> 2X Inverse Tesla Daily Target ETF
Cultivar<br> ETF	T-REX<br> 2X Long Alphabet Daily Target ETF
Formidable<br> ETF	T-REX<br> 2X Long Apple Daily Target ETF
Formidable<br> Fortress ETF	T-REX<br> 2X Long Microsoft Daily Target ETF
IDX<br> Dynamic Fixed Income ETF	T-Rex<br> 2X Long NVIDIA Daily Target ETF
IDX<br> Dynamic Innovation ETF	T-Rex<br> 2X Long Tesla Daily Target ETF
Kingsbarn<br> Dividend Opportunity ETF	Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF
Kingsbarn<br> Tactical Bond ETF	WealthTrust<br> DBS Long Term Growth ETF
LAFFER<br>	TENGLER Equity Income ETF

Pursuant to the 1940 Act, the Funds’ shareholders are not being asked at this time to ratify the selection of Cohen. Representatives of Cohen will not be present at the Special Meeting.

At the time of this filing, Brendan Wood TopGun ETF, IDX Dynamic Fixed Income ETF, IDX Dynamic Innovation ETF, Kingsbarn Dividend Opportunity ETF, LAFFER | TENGLER Equity Income ETF, REX AI Equity Premium Income ETF, REX FANG & Innovation Equity Premium Income ETF, T-Rex 2X Inverse NVIDIA Daily Target ETF, T-Rex 2X Inverse Tesla Daily Target ETF, T-Rex 2X Long Alphabet Daily Target ETF, T-Rex 2X Long Apple Daily Target ETF, T-Rex 2X Long Microsoft Daily Target ETF, T-Rex 2X Long NVIDIA Daily Target ETF, T-Rex 2X Long Tesla Daily Target ETF, and Tuttle Capital Daily 2X Inverse Regional Banks ETF, had not yet completed a full year of operations and did not have any fees to disclose.

AuditFees. The aggregate fees billed to the Trust by the independent registered public accounting firm indicated below with respect to the Funds for the last two fiscal years are as follows.

Cohen Audited Funds
	March 31, 2024	March 31, 2023
Formidable<br> ETF and Formidable Fortress ETF	$30,800	$28,000
	July 31, 2023	July 31, 2022
American<br> Conservative Values ETF	$15,400	$14,000
Cultivar<br> ETF	$15,400	$14,000
WealthTrust<br> DBS Long Term Growth ETF	$15,400	$14,000
	September 30, 2023	September 30, 2022
Alpha<br> Dog ETF	$15,400	$14,000
	November 30, 2023	November 30, 2022
Kingsbarn<br> Tactical Bond ETF	$15,400	$14,500
	December 31, 2023	December 31, 2022
Applied<br> Finance Valuation Large Cap ETF	$15,400	$14,000

Audit-RelatedFees. The aggregate fees billed to the Trust by the independent registered public accounting firm indicated below with respect to the Funds for the last two fiscal years are as follows:

Cohen Audited Funds
	March 31, 2024	March 31, 2023
Formidable<br> ETF and Formidable Fortress ETF	$0	$0
	July 31, 2023	July 31, 2022
American<br> Conservative Values ETF	$0	$0
Cultivar<br> ETF	$0	$0
WealthTrust<br> DBS Long Term Growth ETF	$0	$0
	September 30, 2023	September 30, 2022
Alpha<br> Dog ETF	$0	$0
	November 30, 2023	November 30, 2022
Kingsbarn<br> Tactical Bond ETF	$0	$0
	December 31, 2023	December 31, 2022
Applied<br> Finance Valuation Large Cap ETF	$0	$0

TaxFees. The aggregate fees billed to the Trust by the independent registered public accounting firm indicated below with respect to the Funds for the last two fiscal years for their professional tax services are as follows:

Cohen Audited Funds
	March 31, 2024	March 31, 2023
Formidable<br> ETF and Formidable Fortress ETF	$3,600	$6,000
	July 31, 2023	July 31, 2022
American<br> Conservative Values ETF	$3,300	$3,000
Cultivar<br> ETF	$3,300	$3,000
WealthTrust<br> DBS Long Term Growth ETF	$3,300	$3,000
	September 30, 2023	September 30, 2022
Alpha<br> Dog ETF	$3,300	$3,000
	November 30, 2023	November 30, 2022
Kingsbarn<br> Tactical Bond ETF	$3,300	$3,000
	December 31, 2023	December 31, 2022
Applied<br> Finance Valuation Large Cap ETF	$3,300	$3,000

For each of the Fund’s two most recently completed fiscal years, no fees were billed by Cohen to the respective Funds that would be disclosed under the caption “All Other Fees.”

Pre-ApprovalPolicies of the Audit Committee. The Audit Committee Charter requires the Audit Committee to be responsible for appointing or replacing the independent auditors, subject, if applicable, to shareholder ratification; and compensating and overseeing the work of the independent auditors (including the resolution of disagreements between management and the independent auditor regarding financial reporting), who shall report directly to the Audit Committee, for the purpose of preparing or issuing an audit report or related work. The Audit Committee is also responsible for approving, prior to appointment, the engagement of the auditor to provide other audit services to the Trust or to provide non-audit services to the Trust, the advisers or any entity controlling, controlled by, or under common control with an adviser that provides ongoing services to the Trust, if the engagement relates directly to the operations and financial reporting of the Trust. The Chairman of the Audit Committee shall be authorized to give such pre-approvals on behalf of the Audit Committee.

During the audit of each Fund’s financial statements for their respective most recent fiscal year ends, the percentage of hours expended on the principal accountant’s engagement that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0% (zero percent).

Cohen performed no services for the Trust’s investment advisers or any entity controlling, controlled by, or under common control with the investment advisers that provides ongoing services to the Trust during each Fund’s last two fiscal years.

PLEASEEXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGEPREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

EXHIBITA – Audit Committee Charter

ETFOpportunities Trust

AUDITCOMMITTEE CHARTER

A.Committee Membership

There shall be a committee of the Board of Trustees (the “Board”) of the ETF Opportunities Trust (the “Trust”) to be known as the Audit Committee. Audit Committee members shall be independent of the Trust and free of any relationship that, in the opinion of the Independent Trustees, would interfere with their exercise of independent judgment as a committee member.

The Board shall appoint one or more Independent Trustee member(s) to serve as the Chairman of the Committee (collectively, the “Chairman”) until such time that he or she resigns such position, is no longer a member of the Committee or is removed by a majority vote of the Board. The Board shall promptly appoint an Independent Trustee to fill a vacancy in the position of the Chairman.

The Board will select additional Independent Trustees to serve on the Committee. The members of the Committee will serve at the pleasure of the Board, which may periodically recommend changes in the composition of the members of the Committee.

The Board shall annually determine whether any Audit Committee member is an “audit committee financial expert.”

B.Objectives of the Committee and Statement of Policy

The Audit Committee shall (1) oversee the accounting and reporting policies and practices of the Trust, (2) oversee the quality and integrity of the financial statements of the Trust, (3) approve, prior to appointment, the engagement of the Trust’s independent registered public accounting firms (the “independent auditors”), and (4) review and evaluate the independent auditors’ qualifications, independence and performance. In so doing, the Audit Committee shall seek to maintain free and open means of communication among the Trustees, the independent auditors and the management of the Trust’s adviser(s) (the “Adviser”). The Audit Committee shall meet periodically with management of the Adviser and the Trust’s independent auditors, in separate executive sessions. The independent auditors for the Trust shall report directly to the Audit Committee. ^1^

Although the Audit Committee shall have the authority and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits or to determine that the Trust’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. That is the responsibility of management and the independent auditors. Nor is it the duty of the Audit Committee to conduct investigations or to ensure compliance with laws and regulations. In discharging its duties, the Audit Committee may rely on the independent auditors, the Trust’s chief financial officer or compliance officer, principal financial officer, Treasurer or any legal or accounting consultant it retains to advise it.

C.Committee Responsibilities

Fund management has the primary responsibility to establish and maintain systems for accounting, reporting and internal control.

The independent auditors have the primary responsibility to plan and implement an audit, with proper consideration given to the accounting, reporting and internal controls. The independent auditors are ultimately accountable to the Board and Audit Committee. It is the direct responsibility of the Audit Committee to select, retain, evaluate and replace the independent auditors and to determine their compensation.

In carrying out its responsibilities the Audit Committee believes its policies and procedures should remain flexible, in order to react to changing conditions and requirements applicable to the Trust.

^1^	The members of the<br> Committee shall not be subject to greater fiduciary obligations and shall not be subject to a higher standard of care than<br> the other members of the Board because of their work for the Committee.

The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to one or more members or a subcommittee. Any decision of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting.

The Audit Committee is responsible for the following:

FundFinancial Statements:

1.	Requiring<br> the independent auditors to deliver to the Chairman of the Audit Committee a timely report<br> on any issues relating to the significant accounting policies, management judgments and<br> accounting estimates or other matters that would need to be communicated under Statement<br> on Auditing Standards (SAS) No. 90, Audit Committee Communications (which amended SAS<br> No. 61, Communication with Audit Committees), that arise during the auditors’ review<br> of the Trust’s financial statements, which information the Chairman shall further<br> communicate to the other members of the Audit Committee, as deemed necessary or appropriate<br> in the Chairman’s judgment.
2.	Discussing<br> with management the Trust’s press releases regarding dividends, as well as financial<br> information and guidance provided to analysts and rating agencies. This discussion may<br> be done generally, consisting of discussing the types of information to be disclosed<br> and the types of presentations to be made. The Chairman of the Audit Committee shall<br> be authorized to have these discussions with management on behalf of the Audit Committee.
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3.	Discussing<br> with management and the independent auditors significant financial reporting issues and<br> judgments made in connection with the preparation of the Trust’s financial statements,<br> including any significant changes in the Trust’s selection or application of accounting<br> principles and any major issues as to the adequacy of the Trust’s internal controls<br> and any special audit steps adopted in light of control deficiencies.
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4.	Discussing<br> with management and the independent auditors the effect of regulatory and accounting<br> initiatives on the Trust’s financial statements.
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5.	Reviewing<br> and discussing any reports from the independent auditors regarding (a) all critical accounting<br> policies and practices to be used; (b) all alternative treatments of financial information<br> within generally accepted accounting principles that have been discussed with management,<br> ramifications of the use of such alternative treatments and disclosures, and the treatment<br> preferred by the independent auditors; and (c) other material written communications<br> between the independent auditors and management, such as any management letter or schedule<br> of unadjusted differences.
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6.	Discussing<br> with management the Trust’s major financial risk exposures and the steps management<br> has taken to monitor and control these exposures, including the Trust’s risk assessment<br> and risk management policies.
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7.	Reviewing<br> disclosures made to the Audit Committee by the Trust’s principal executive officer<br> and principal financial officer during their certification process for the Trust’s<br> periodic reports about any significant deficiencies in the design or operation of internal<br> controls or material weaknesses therein and any fraud involving management or other employees<br> who have a significant role in the Trust’s internal controls.
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Withrespect to the independent auditors:

1.	Having<br> the sole authority to appoint or replace the independent auditors, subject, if applicable,<br> to shareholder ratification; and compensating and overseeing the work of the independent<br> auditor (including the resolution of disagreements between management and the independent<br> auditor regarding financial reporting), who shall report directly to the Audit Committee,<br> for the purpose of preparing or issuing an audit report or related work.
2.	Meeting<br> with the independent auditors and Fund management to review the scope, fees, audit plans<br> and staffing for the audit, for the current year and to approve the fees. At the conclusion<br> of the audit, reviewing such audit results, including the independent auditors’<br> evaluation of the Trust’s financial and internal controls, any comments or recommendations<br> of the independent auditors, any audit problems or difficulties and management’s<br> response, any significant changes required from the originally planned audit programs<br> and any adjustments to such statements recommended by the auditors.
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3.	Approving,<br> prior to appointment, the engagement of the independent auditors to provide other audit<br> services to the Trust or to provide non-audit services to the Trust, the Adviser or any<br> entity controlling, controlled by, or under common control with the Adviser (“Adviser<br> affiliate”) that provides ongoing services to the Trust, if the engagement relates<br> directly to the operations and financial reporting of the Trust. The Chairman of the<br> Audit Committee shall be authorized to give such pre-approvals on behalf of the Audit<br> Committee.
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Developing appropriate policies and procedures for the pre-approval of the engagement of the Trust’s independent auditors to provide any of the services described above.

Considering whether the non-audit services the Trust’s independent auditors provide to the Adviser or any Adviser affiliate that provides ongoing services to the Trust, to the extent not pre-approved, are compatible with maintaining the auditors’ independence.

Considering the controls the independent auditors use and any measures management takes to assure that all items requiring the Audit Committee’s preapproval are identified and referred to the Audit Committee in a timely manner.

4.	Obtaining<br> and reviewing a report from the independent auditors at least annually (including a formal<br> written statement delineating all relationships between the independent auditors and<br> the Trust) regarding (a) the independent auditor’s internal quality-control procedures;<br> (b) any material issues raised by the most recent internal quality-control review, or<br> peer review, or inspection report of the audit firm, or by an inquiry or investigation<br> by governmental or professional authorities, including but not limited to the Public<br> Company Accounting Oversight Board (“PCAOB”), within the preceding five years,<br> respecting one or more independent audits carried out by the audit firm; (c) any steps<br> taken to deal with any such issues; and (d) all relationships between the independent<br> auditor and the Trust and their affiliates; and evaluating the qualifications, performance<br> and independence of the independent auditor, including their membership in the SEC practice<br> section of the AICPA and their compliance with all applicable requirements for independence<br> and peer review, and a review and evaluation of the lead partner, taking into account<br> the opinions of management, and discussing such reports with the independent auditors.<br> The Audit Committee shall present its conclusions with respect to the independent auditor<br> to the Board.
5.	Reviewing<br> any reports from the independent auditors mandated by Section 10A(b) of the Securities<br> Exchange Act of 1934 regarding any illegal act detected by the independent auditor (whether<br> or not perceived to have a material effect on the Trust’s financial statements)<br> and obtaining from the independent auditors any information about illegal acts in accordance<br> with Section 10A(b).
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6.	Ensuring<br> the rotation of the lead (or coordinating) audit partner having primary responsibility<br> for the audit and the audit partner responsible for reviewing the audit as required by<br> law, and further considering the rotation of the independent auditor firm itself.
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7.	Recommending<br> to the Board of Trustees policies for the Trust’s or the Adviser’s hiring<br> of employees or former employees of the independent auditor who participated in the audit<br> of the Trust.
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Otherresponsibilities:

1.	Reviewing<br> with the Trust’s and the Adviser’s counsel legal matters that may have a<br> material impact on the Trust’s financial statements.
2.	Receiving<br> and reviewing periodic or special reports issued on exposure/controls, irregularities<br> and control failures related to the Trust.
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3.	Reviewing<br> with the independent auditors and with Fund management the adequacy and effectiveness<br> of the accounting and financial controls of the Trust, and eliciting any recommendations<br> for the improvement of internal control procedures or particular areas where new or more<br> detailed controls or procedures are desirable. Particular emphasis should be given to<br> the adequacy of such internal controls to expose payments, transactions or procedures<br> that might be deemed illegal or otherwise improper.
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4.	Discussing<br> with management and the independent auditors any correspondence with regulators or governmental<br> agencies that raises material issues regarding the Trust’s financial statements<br> or accounting policies.
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5.	Reporting<br> to the Board on the results of the activities of the Audit Committee.
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6.	Performing<br> any special reviews, investigations or oversight responsibilities requested by the Board.
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7.	Reviewing<br> any report required by the rules of the SEC to be included in a proxy statement for a<br> fund (i.e., concise statement of Audit Committee’s functions, names of Audit<br> Committee members, and number of meetings held in the last year).

D.Other Powers and Responsibilities

1.	The<br> Audit Committee shall meet at least annually and may hold special meetings as needed.<br> The Chairman or a majority of the members shall be authorized to call a meeting of the<br> Audit Committee and send notices thereof.
2.	The<br> Audit Committee ordinarily shall meet in person, but members may attend telephonically,<br> and the Audit Committee may act by written consent to the extent permitted by law and<br> the Trust’s bylaws.
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3.	The<br> Audit Committee shall have the authority to meet privately and to invite non-members<br> to attend its meetings.
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4.	The<br> Audit Committee shall meet, as needed, in separate executive sessions with representatives<br> of Fund management and the Trust’s independent auditors. The Audit Committee may<br> also request to meet with internal legal counsel and compliance personnel of the Adviser<br> and with entities that provide significant accounting or administrative services to the<br> Trust to discuss matters relating to the Trust’s accounting and compliance as well<br> as other Fund-related matters. The Audit Committee may also request any officer or employee<br> of the Adviser or the Trust’s independent auditors or outside counsel to attend<br> a meeting of the Audit Committee or to meet with any members of, or consultants to, the<br> Audit Committee. The Trust’s independent auditors shall have unrestricted access<br> at any time to Audit Committee members.
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5.	The<br> Audit Committee shall prepare and keep minutes of its meetings and document decisions<br> made outside of its meetings by delegated authority.
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6.	A<br> majority of the members of the Audit Committee shall constitute a quorum for the transaction<br> of business at any meeting of the Audit Committee. The action of a majority of members<br> of the Audit Committee present at a meeting at which a quorum is present shall be the<br> action of the Audit Committee.
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7.	The<br> Audit Committee shall have the authority and resources in its discretion to retain special<br> legal, accounting or other consultants to advise the Audit Committee.
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8.	The<br> Board shall adopt this charter and may amend it upon its own motion. The Audit Committee<br> shall review this Charter periodically and recommend to the Board any changes the Audit<br> Committee deems appropriate.
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Dated: December 4, 2019

EXHIBIT B – Governance and Nominating Committee Charter

Governance and Nominating Committee Charter

ETF Opportunities Trust

Nominatingand Corporate Governance Committee Membership

	1.	The<br> Nominating and Corporate Governance Committee of ETF Opportunities Trust (the “Trust”) shall be composed entirely<br> of Independent Trustees.

BoardNominations and Functions

	1.	The<br> Committee shall make nominations for Trustee membership on the Board of Trustees, including the Independent Trustees. The<br> Committee shall evaluate candidates’ qualifications for Board membership and their independence from the investment<br> advisers to the Trust’s series portfolios and the Trust’s other principal service providers. Persons selected<br> as Independent Trustees must not be an “interested person” as that term is defined in the Investment Company Act<br> of 1940, nor shall Independent Trustees have any affiliations or associations that shall preclude them from voting as an Independent<br> Trustee on matters involving approvals and continuations of Rule 12b-1 Plans, Investment Advisory Agreements and such other<br> standards as the Committee shall deem appropriate. The Committee shall also consider the effect of any relationships beyond<br> those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships<br> with managers or service providers. See Appendix A for Procedures with Respect to Nominees to the Board.
	2.	The<br> Committee shall periodically review Board governance procedures and shall recommend any appropriate changes to the full Board<br> of Trustees.
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	3.	The<br> Committee shall periodically review the composition of the Board of Trustees to determine whether it may be appropriate to<br> add individuals with different backgrounds or skill sets from those already on the Board.
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	4.	The<br> Committee shall periodically review trustee compensation and shall recommend any appropriate changes to the Independent Trustees<br> as a group.
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CommitteeNominations and Functions

	1.	The<br> Committee shall make nominations for membership on all committees and shall review committee assignments at least annually.
	2.	The<br> Committee shall review, as necessary, the responsibilities of any committees of the Board, whether there is a continuing need<br> for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined<br> or reorganized. The Committee shall make recommendations for any such action to the full Board.
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OtherPowers and Responsibilities

	1.	The<br> Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain<br> special counsel and other experts or consultants at the expense of the Trust.
	2.	The<br> Committee shall review this Charter at least annually and recommend any changes to the full Board of Trustees.
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Adopted: December 4, 2019

APPENDIXA TO THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

ETFOPPORTUNITIES TRUST

PROCEDURESWITH RESPECT TO NOMINEES TO THE BOARD

	I.	Identification of Candidates. When a vacancy on the Board of Trustees exists or is anticipated, and such vacancy is to be filled by an<br> Independent Trustee, the Nominating and Corporate Governance Committee shall identify candidates by obtaining referrals from<br> such sources as it may deem appropriate, which may include current Trustees, management of the Trust, counsel and other advisors<br> to the Trustees, and shareholders of the Trust who submit recommendations in accordance with these procedures. In no event<br> shall the Nominating and Corporate Governance Committee consider as a candidate to fill any such vacancy an individual recommended<br> by any investment adviser of any series portfolio of the Trust, unless the Nominating and Corporate Governance Committee has<br> invited management to make such a recommendation.
	II.	Shareholder Candidates.The Nominating and Corporate Governance Committee shall, when identifying candidates for the position<br> of Independent Trustee, consider any such candidate recommended by a shareholder if such recommendation contains: (i) sufficient<br> background information concerning the candidate, including evidence the candidate is willing to serve as an Independent Trustee<br> if selected for the position; and (ii) is received in a sufficiently timely manner as determined by the Nominating and Corporate<br> Governance Committee in its discretion. Shareholders shall be directed to address any such recommendations in writing to the<br> attention of the Nominating and Corporate Governance Committee, c/o the Secretary of the Trust. The Secretary shall retain<br> copies of any shareholder recommendations which meet the foregoing requirements for a period of not more than 12 months following<br> receipt. The Secretary shall have no obligation to acknowledge receipt of any shareholder recommendations.
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	III.	Evaluation of Candidates. In evaluating a candidate for a position on the Board of Trustees, including any candidate recommended<br> by shareholders of the Trust, the Nominating and Corporate Governance Committee shall consider the following: (i) the candidate’s<br> knowledge in matters relating to the mutual fund industry; (ii) any experience possessed by the candidate as a director or<br> senior officer of public companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation<br> for high ethical standards and professional integrity; (v) any specific financial, technical or other expertise possessed<br> by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies<br> and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including<br> the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the<br> Board; (vii) the candidate’s ability to qualify as an Independent Trustee and any other actual or potential conflicts<br> of interest involving the candidate and the Trust; and (viii) such other factors as the Nominating and Corporate Governance<br> Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies. Prior<br> to making a final recommendation to the Board, the Nominating and Corporate Governance Committee shall conduct personal interviews<br> with those candidates it concludes are the most qualified candidates.
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EXHIBITC

OUTSTANDINGSHARES AND SHARE OWNERSHIP

The following table shows, as of the Record Date, the number of shares outstanding and entitled to vote for each Fund.

Fund	Shares Outstanding
Alpha<br> Dog ETF	2,450,000
American<br> Conservative Values ETF	2,300,000
Applied<br> Finance Valuation Large Cap ETF	4,925,000
Brendan<br> Wood TopGun ETF	220,000
Cultivar<br> ETF	1,205,000
Formidable<br> ETF	1,075,000
Formidable<br> Fortress ETF	875,000
IDX<br> Dynamic Fixed Income ETF	1,080,000
IDX<br> Dynamic Innovation ETF	1,250,000
Kingsbarn<br> Dividend Opportunity ETF	30,000
Kingsbarn<br> Tactical Bond ETF	50,000
LAFFER<br>	TENGLER Equity Income ETF	450,000
REX<br> AI Equity Premium Income ETF	175,000
REX<br> FANG & Innovation Equity Premium Income ETF	5,575,000
T-Rex<br> 2X Inverse NVIDIA Daily Target ETF	19,190,000
T-Rex<br> 2X Inverse Tesla Daily Target ETF	1,690,000
T-REX<br> 2X Long Alphabet Daily Target ETF	300,000
T-REX<br> 2X Long Apple Daily Target ETF	170,000
T-REX<br> 2X Long Microsoft Daily Target ETF	240,000
T-Rex<br> 2X Long NVIDIA Daily Target ETF	3,850,000
T-Rex<br> 2X Long Tesla Daily Target ETF	19,190,000
Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF	290,000
WealthTrust<br> DBS Long Term Growth ETF	1,035,000

The table below sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own beneficially or of record 5% or more of the outstanding shares of a class of each Fund of the Trust as of the Record Date. As a group, the Trustees and Officers of the Trust owned less than 1% of the outstanding shares of the Funds as of the Record Date, July 1, 2024. Since the economic benefit of investing in an ETF is passed through to the underlying investors of the record owners of 25% or more of the Funds’ shares, these record owners are not considered the beneficial owners of the Funds’ shares or control persons of the Funds.

FUND NAME	PERCENT OFOWNERSHIP	NAME & ADDRESS
Alpha<br> Dog ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
American<br> Conservative Values ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Applied<br> Finance Valuation Large Cap ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Brendan<br> Wood TopGun ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Cultivar<br> ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Formidable<br> ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Formidable<br> Fortress ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
IDX<br> Dynamic Fixed Income ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
IDX<br> Dynamic Innovation ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Kingsbarn<br> Dividend Opportunity ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Kingsbarn<br> Tactical Bond ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
LAFFER<br> TENGLER Equity Income ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Rex<br> AI Equity Premium Income ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
REX<br> FANG & Innovation Equity Premium Income ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-Rex<br> 2X Inverse NVIDIA Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-Rex<br> 2X Inverse Tesla Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-REX<br> 2X Long Alphabet Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-REX<br> 2X Long Apple Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-REX<br> 2X Long Microsoft Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-Rex<br> 2X Long NVIDIA Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
T-Rex<br> 2X Long Tesla Daily Target ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
Tuttle<br> Capital Daily 2X Inverse Regional Banks ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^
WealthTrust<br> DBS Long Term Growth ETF	100%	Depository<br> Trust Company FBO Client Accounts^(1)^

^(1)^ The address for Depository Trust Company is 140 58th Street, Brooklyn, NY 11220.

YOUR<br> VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY!
VOTER PROFILE:
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Voter<br>ID: XXXXXXXX	Security ID:<br>XXXXXXXX
Shares to Vote: XXXXXXXX	Household<br>ID: XXXXXXXXXX
please call the phone number to the right for more<br>information<br><br><br><br><br><br><br><br>VOTERCONTROL NUMBER: XXXXXXXX XXXX<br><br><br><br><br><br><br><br><br><br><br>VOTEREGISTERED TO:<br><br><br><br><br><br><br><br><br><br><br>NAME<br><br><br><br>ADDRESS<br><br><br><br>CITY,<br>STATE, ZIP CODE

PROXYCARD

ETFOpportunities Trust

[FUNDNAME HERE]

SPECIALMEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, AUGUST 15, 2024

The undersigned, revoking all Proxies heretofore given, hereby appoints each of Karen Shupe and Ann MacDonald as Proxy of the undersigned, to vote on behalf of the undersigned all shares of ETF Opportunities Trust (the “Trust”), that the undersigned is entitled to vote at the Special Meeting of Shareholders, to be held on August 15, 2024 at 11:30 a.m. Eastern Time, at the offices of Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 and at any adjournments or postponements thereof, as fully as the undersigned would be entitled to vote if personally present.

Please see the Proxy Statement or call (800) 591-8269 for information on how to obtain directions to be able to attend and vote at the Special Meeting.

TheNotice of Special Meeting of Shareholders, Proxy Statement and Form(s) of Proxy Card are available at:

vote.proxyonline.com/etfopps/docs/2024meeting.pdf

Questions?If you have any questions about how to vote your proxy or about the Special Meeting, please call toll-free (800) 591-8269. Representativesare available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

MAIL<br> ID:		CUSIP

[FUNDNAME HERE]

**NOTE:**PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any.

PROXYCARD

SIGNATURE<br> (AND TITLE IF APPLICABLE)	DATE
SIGNATURE<br> (IF HELD JOINTLY)	DATE
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THISPROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES.

The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If thisProxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersignedwill be cast by the proxies, or any of them, “FOR” the Nominees at the Special Meeting, and at any and all adjournments andpostponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holderon any other matter that may properly come before the Special Meeting, and at any and all adjournments and postponements thereof.

TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: ●

PROPOSAL:	FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT*
1.<br> To elect Three Trustees to the Board of Trustees of the Trust, as follows:	O	O	O
1.)	David<br> J. Urban
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2.)	Mary<br> Lou H. Ivey
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3.)	Laura<br> V. Morrison
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*To<br> withhold authority to vote for one or more specific nominees, check the “FOR ALL EXCEPT” box and write the name(s) or<br> number(s) of those nominee(s) you wish to withhold below:
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2.	To<br>transact such other business that may come as may properly come before the Special Meeting, or any adjournments or postponements thereof.
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MAIL<br> ID:	BAR<br> CODE	CUSIP
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