ETF Opportunities Trust 485BPOS

Exhibit 99(p)(12)

LAFFER TENGLER

INVESTMENTS, INC.

CODE OF ETHICS

Effective March 17th, 2022

This Code of Ethics (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers and registered investment companies. Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their supervised persons and requires those supervised persons to comply with the Federal Securities Laws. Similarly, each registered investment company and its adviser and principal underwriter must adopt a code of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“Company Act”).

1. Standards of Business Conduct

We seek to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients, including registered investment companies and their shareholders, individual accounts and unregistered pooled investment vehicles and their interest holders (collectively, “Clients”), is something we value and endeavor to protect. To further that goal, we have adopted this Code and implemented policies and procedures to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to our Clients.

We are fiduciaries and as such, we have affirmative duties of care, honesty, loyalty and good faith to act in the best interests of our Clients. Our Clients’ interests are paramount and come before our personal interests. Our Access Persons and Supervised Persons, as those terms are defined in this Code, are also expected to behave as fiduciaries with respect to our Clients. This means that each must render disinterested advice, protect Client assets (including nonpublic information about a Client or a Client’s account) and act always in the best interest of our Clients. We must also strive to identify and avoid conflicts of interest, however such conflicts may arise.

Access Persons and Supervised Persons of Laffer Tengler must not:

✓ employ any device, scheme or artifice to defraud a Client;

✓ make to a Client any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
1

✓ engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client;

✓ engage in any manipulative practice with respect to a Client;

✓ use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a Client; or

✓ conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to Clients as a fiduciary.

To assure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, we have adopted, and agreed to be governed by, the provisions of this Code in addition to other applicable Laffer Tengler compliance policies and procedures.¹ However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and applicable compliance manuals.

Should you have any doubt as to whether this Code applies to you, you should contact the CCO.

2. Definitions

As used in the Code, the following terms have the following meanings:

A. Access Persons include: (1) any director, officer or general partner of the Adviser; (2) any employee of the Adviser (or of any company in a control relationship to the Adviser) who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (3) any supervised person of the Adviser who (a) has access to nonpublic information regarding any Clients’ purchase or sale of securities, or portfolio holdings of any Reportable Fund; or (b) is involved in making securities recommendations to Clients or has access to such recommendations that are nonpublic; (4) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of securities by the Fund; and (5) any other person who the CCO determines to be an Access Person.²

B. Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan (DRIP).

¹ Laffer Tengler maintains additional compliance policies and procedures which may be contained in Laffer Tengler’s Compliance Manual adopted pursuant to Rule 206(4)-7 under the Advisers Act. Certain particularly relevant procedures are cross-referenced in this Code. Access Persons and Supervised Persons are required to comply with all relevant compliance procedures.

² The CCO will inform all Access Persons of their status as such and will maintain a list of Access Persons and Supervised Persons.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
2

C. Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). However, any transactions or holdings reports required by Section 4.C of this Code may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security or securities to which the report relates.

D. Chief Compliance Officer or CCO means the Adviser’s Chief Compliance Officer, as designated on Form ADV, Part 1, Schedule A, or the CCO’s designee, as applicable.

E. Federal Securities Laws means: (1) the Securities Act of 1933, as amended (“Securities Act”); (2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) the Company Act, (5) the Advisers Act; (6) title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.

F. Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Exchange Act Sections 13 or 15(d).

G. Limited Offering means an offering that is exempt from registration under the Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504, 505 or 506. For greater clarity, Limited Offerings of securities issued by Laffer Tengler or any private collective investment vehicle or unregistered hedge fund advised by Laffer Tengler are included within the term Limited Offering.

H. Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

I. Reportable Fund means: (1) any registered investment company advised by Adviser; or (2) any registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Laffer Tengler entity.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
3

J. Reportable Security means any security as defined in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by money market funds; (4) shares issued by open-end funds other than Reportable Funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.³

For greater clarity, and to ease administration of the Code, shares of any exchange traded fund (“ETF”) (regardless of its form of organization, investment adviser or sub- adviser or principal underwriter) shall be considered to be Reportable Securities for all purposes under this Code.

K. Supervised Person of the Adviser means any partner, officer, director, or employee of the Adviser; and any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.

3. Substantive Restrictions

A. Blackout Period. Pre-clearance is required for all personal trades and must be approved by the CCO or a designee before execution. LTI employees must submit any trade requests through Basis Code. Upon submission, the CCO or designee may approve any trade request subject to confirming the request will not disadvantage any client or influence a securities market price. However, when the Firm implements a Strategy Change, the CCO or designee must wait to approve an employee’s trade request until the trading activity in the Strategy Change is complete. A Strategy Change takes place when LTI liquidates a security position from or establishes a new security position in a strategy. In such circumstances, the CCO or designee must wait three (3) business days to approve an employee’s trade request.

Once approved, an employee has twenty-four (24) hours to execute their trade request. An employee who fails to execute their trade within the twenty-four (24) hour time frame must resubmit their trade request in Basis Code and wait for CCO or designee clearance pursuant to the process noted above. Record of approved or denied trades is noted in Basis Code with comments as applicable. See Section 4 for more information.

Media Appearances. LTI’s media appearances discussing specific securities are not subject to trade restrictions. However, the CCO or a designee may only authorize and clear an employee trade request if the above conditions are satisfied. See Personal Trading Pre- Clearance (i.e., Strategy Changes).

³ For purposes of this Code, the term Reportable Security which provides a narrower exemption than the term “Covered Security”, is used for compliance with both Rule 204A-1 and Rule 17j-1. Under Rule 17j-1, the term “Covered Security” means any security as defined in Company Act Section 2(a)(36) except (1) direct obligations of the Government of the United States;(2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (3) shares issued by open-end registered investment companies.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
4

B. IPO and Limited Offering Restrictions. Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval in substantially the form attached as Exhibit A of the CCO or the CCO’s designee. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with Laffer Tengler. Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four hours. An Access Person who has been authorized to acquire securities in such securities must disclose their interests if involved in considering an investment in such securities for a Client. Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by Access Persons with no personal interest in the issuer. Access Persons should note that there are no exceptions to pre-clearance of volitional purchases or sales of IPOs or Limited Offerings in which the Access Person has or acquires a beneficial interest.

C. Other Trading Restrictions. Access Persons may not: (1) engage in short sales (except short sales “against the box”); (2) engage in options or futures transactions except with respect to options or futures on securities which may not be held by any Client; (3) place any limit order other than a same-day limit order except with respect to securities which may not be held by any Client; (4) hold more than 5% of the outstanding securities of a single company without the approval of the CCO; or (5) engage in frequent trading in securities (e.g., day trading) or improper “market timing”.

D. Short Swing Profits. Access Persons may not profit from the purchase and sale or sale and purchase of the same or equivalent Reportable Securities within sixty (60) calendar days. Nothing in this restriction shall be deemed to prohibit avoidance of loss through trading within a period shorter than sixty calendar days. This prohibition applies to all Reportable Securities, not just those held in Client accounts.

E. Gift Policy. Access Persons and Supervised Persons must not give or accept gifts from any entity doing business with or on behalf of Laffer Tengler in contravention of our gift policy, as contained in our compliance procedures.

F. Conflicts of Interest. Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, “Chinese Wall” procedures may be utilized to avoid potential conflicts of interest. Access Persons must avoid engaging in any activity which might reflect poorly upon themselves or us or which would impair their ability to discharge their duties with respect to us and our Clients.

G. Fair Treatment. Access Persons must avoid taking any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts.

H. Service as Outside Director, Trustee or Executor. Access Persons shall not serve on the boards of directors of publicly traded companies, or in any similar capacity, absent the prior approval of such service by the CCO following the receipt of a written request for such approval. In the event such a request is approved, “Chinese Wall” procedures may be utilized to avoid potential conflicts of interest. Other than by virtue of their position with Laffer Tengler or with respect to a family member, no Access Person may serve as a trustee, executor or fiduciary, absent prior approval of the CCO. Similarly, Access Persons may not serve on a creditor’s committee. In appropriate circumstances the CCO may grant exemptions from this provision.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
5

I. Forfeitures. Any profits derived from securities transactions in violation of paragraphs A, B, C or D, above, shall be forfeited and may be paid to one or more Clients or Reportable Funds for the benefit of the Client(s) or, if the Client is a Reportable Fund, its shareholders, if such a payment is determined by the CCO (or, in the case of a Reportable Fund, the Reportable Fund’s Board of Trustees) to be appropriate under the circumstances, or to a charity determined by the CCO or the Board of Trustees, as applicable. Gifts accepted in violation of paragraph E shall be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.

J. Reporting Violations. Any Access Person or Supervised Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons and Supervised Persons may make these reports anonymously and no adverse action shall be taken against any such person making such a report in good faith.

K. Waivers. CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.

L. Brokerage Accounts. Each Access Person must disclose all brokerage accounts to the CCO. With respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, the Access Person must arrange that the broker shall mail directly to the CCO at the same time that they are mailed or furnished to the Access Person (or, to the extent practicable, sooner, when necessary to meet the periodic reporting requirements described below): (1) duplicate copies of broker trade confirmations covering each transaction in a Reportable Security in such account; and (2) duplicate copies of periodic statements with respect to the brokerage account. To the extent that such statements and confirmations are provided promptly, they may substitute, in whole or in part, for certain reports required under this Code, as discussed below.

M. Prohibition on Self-Clearance. No Supervised Person may pre-clear his or her own trades, review his or her own required reports or otherwise serve as the final point of review of his or her own actions under this Code. To the extent that the Code requires action by the CCO and the CCO also engages in personal securities transactions or other relevant activities, the CCO’s responsibilities under this Code shall be carried out by the Chairman.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
6

4. Pre-clearance and Reporting Procedures

A. Pre-clearance. Each Access Person shall obtain prior written approval from the CCO in the form attached as Exhibit A for all personal securities transactions in Reportable Securities.

B. Pre-clearance Exceptions. Pre-clearance requirements do not apply to:

(1) Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

(2) Purchases or sales of Reportable Securities (except for IPOs and Limited Offerings) which are not eligible for purchase or sale by any Client;

(3) Purchases or sales of open-end funds, including Reportable Funds, other than Exchange Traded Funds;4

(4) Purchases or sales which are non-volitional on the part of either the Access Person or the Client;

(5) Purchases which are part of an Automatic Investment Plan or DRIP;

(6) Purchases which are part of an automatic sales program, to the extent permitted by Rules 17j-1 and 204A-1; and

(7) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

Access Persons should consult the CCO if there are any questions about whether one of the exemptions listed above applies to a given transaction.

C. Required Reports.

(1) Initial and Annual Holdings Reports. Each Access Person must make available to the CCO a report in the form attached as Exhibit B: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted.

⁴ Access Persons are reminded that “market timing” the Funds violates our policies and that “front-running” Client transactions or trading in Reportable Funds on the basis of material, nonpublic inside or confidential information violates not only this Code, but our insider trading policies and procedures as well as other securities laws and, if proven, is punishable by fines and other penalties and that purchases or sales of Reportable Funds are still subject to the Reporting Requirements set forth in Section 4.C., below.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
7

Holdings reports must contain the following information:

(a) the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;

(b) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit. (Note that even those accounts which hold only non-Reportable Securities must be included); and

(c) the date the Access Person submits the report.

As noted above, Access Persons are required to provide for the delivery to the CCO of duplicate brokerage statements and confirmations. Brokerage statements and confirmations containing all required information may be substituted for the Holdings Report Form if submitted timely. To the extent that these brokerage statements and confirmations collectively lack some of the information otherwise required to be reported, an Access Person may submit a holdings report containing the missing information as a supplement to the statements and confirmations.

(2) Quarterly Reports. Within 30 days after the end of each calendar quarter, each Access Person must make available automatically or otherwise a report to the CCO covering all transactions in non-excepted Reportable Securities in the form attached as Exhibit C.

Transactions reports must contain the following information:

(a) the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

(b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) the price of the security at which the transaction was effected;

(d) the name of the broker, dealer or bank with or through which the transaction was effected; and

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
8

(e) the date the Access Person submits the report.

As noted above, Access Persons are required to provide for the delivery to the CCO of duplicate brokerage statements and confirmations. Brokerage statements and confirmations containing all required information may be substituted for the attached form if submitted timely. To the extent that brokerage statements and confirmations collectively lack some of the information otherwise required to be reported, an Access Person may submit a transactions report containing the missing information as a supplement to the statements and confirmations.

D. Exceptions to Reporting Requirements. The reporting requirements of Section 4.C. apply to all transactions in Reportable Securities other than:

(1) transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and

(2) transactions effected pursuant to an Automatic Investment Plan or DRIP.

5. Code Notification and Access Person Certifications

The CCO shall provide notice to all Supervised Persons of their status under this Code and shall deliver a copy of the Code to each Supervised Person at commencement of employment and at least once per calendar year thereafter. Additionally, each Supervised Person will be provided a copy of any Code amendments. After reading the Code or amendment, each Supervised Person shall make the certification contained in Exhibit D. Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time. To the extent that any Code related training sessions or seminars are held, the CCO shall keep records of such sessions and the Supervised Persons attending.

6. Review of Required Code Reports

A. Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
9

B. Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and report violations the CCO determines to be “major” to Laffer Tengler’s president and/or the relevant Fund’s Board of Trustees (“Board”), as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he or she deems to be appropriate. However, sanctions more severe than a warning or censure must be approved by the president⁵ or, if relevant, the Board.

C. The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.

D. Sanctions for violations of the Code include: verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a particular Client has been harmed by the violative action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the president or, if violations relate to a Fund, the Board.

7. Reports to the Fund Board

If applicable, no less frequently than annually, the CCO shall submit to the Board a written report (1) describing any issues arising under the Code relating to a Fund since the last report to the Board, including, but not limited to, information about material violations of or waivers from the Code, and (2)certifying that the Code contains procedures reasonably necessary to prevent Access Persons from violating it. The Board shall review the Code and the operation of these policies no less frequently than annually.

The Board shall consider reports made to it pursuant to Section 6.B and determine what sanctions, if any, in addition to any forfeitures imposed pursuant to Section 3.I., should be imposed for the material violations reported. Sanctions may include, among other things, a letter of censure or suspension or termination of the employment of the violator. The Board shall also consider whether it is appropriate under the circumstances for any forfeitures imposed pursuant to Section 3.I to be paid to any affected Funds or whether a charity should be designated to receive such forfeitures.

8. Recordkeeping and Review

This Code, a record of all certifications of a Supervised Person’s receipt of the Code or any amendment thereto, any written prior approval for a Reportable Securities transaction given pursuant to Section 4.B. of the Code, a copy of each report by an Access Person, a record of any violation of the Code and any action taken as a result of the violation, any written report hereunder by the CCO, and lists of all persons required to make and/or review reports under the Code shall be preserved with Laffer Tengler’s records, as appropriate for the periods and in the manner required by Rules 17j-1 and 204-2. To the extent appropriate and permissible, the CCO may choose to keep such records electronically.

The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review. Non-material amendments to this Code should be made no more frequently than annually and shall be distributed as described in Section 5. Material amendments to the Code may be made at any time.

⁵ To the extent that Laffer Tengler’s president also serves as CCO, no such report or approval will be required.

Laffer Tengler Investments Code of Ethics	Effective as of: 01/01/19
10