UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

ETF OPPORTUNITIES TRUST

(Name of Registrant as Specified In Its Charter)

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

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

ETF Opportunities 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

ETF Opportunities Trust
8730 Stony Point Parkway, Suite 205
Richmond, Virginia 23235

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held on August 15, 2024

Important Notice 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:

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.

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

By order of the Board of Trustees of the Trust,

David A. Bogaert, President, ETF Opportunities Trust

July 10, 2024

PROXY STATEMENT

ETF Opportunities 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:

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.

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.

PROPOSAL 1

ELECTION OF 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.

TRUSTEES AND OFFICERS OF THE TRUST

Trustees and 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.

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.

David J. 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.

Mary Lou 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.

Theo H. 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.

Board Committees

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:

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

Trust Compensation

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:

⁽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.

Share Ownership

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.

*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.

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

FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

Quorum and 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).

Other Business.  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.

Revocation of 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.

Shareholder Proposals. 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.

Annual and 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.

Shareholder Communications. 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.

Proxy Solicitation 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.

INVESTMENT ADVISERS 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:

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

INFORMATION ON THE TRUST’S INDEPENDENT ACCOUNTANTS

Selection of 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:

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.

Audit Fees. 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. 

Audit-Related Fees. 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:

Tax Fees. 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:

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-Approval Policies 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.

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

EXHIBIT A – Audit Committee Charter

ETF Opportunities Trust

AUDIT COMMITTEE 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.

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:

Fund Financial Statements:

With respect to the independent auditors:

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.

Other responsibilities:

D. Other Powers and Responsibilities

Dated: December 4, 2019

Nominating and Corporate Governance Committee Membership

Board Nominations and Functions

Committee Nominations and Functions

Other Powers and Responsibilities

Adopted:       December 4, 2019

APPENDIX A TO THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

ETF OPPORTUNITIES TRUST

PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

EXHIBIT C

OUTSTANDING SHARES AND SHARE OWNERSHIP

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

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.

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

ETF Opportunities Trust

[FUND NAME HERE]

SPECIAL MEETING 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.

The Notice 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. Representatives are available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

THIS PROXY 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 this Proxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the Nominees at the Special Meeting, and at any and all adjournments and postponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holder on 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: ●