SecProbe.io

December 16, 2024
VIA E-MAIL
Morrison C. Warren, Esq.
Chapman and Cutler LLP 320 South Canal StreetChicago, Illinois 60606
Re:  REX ETF Trust
Initial Registration Statement on Form N-1AFile Nos. 333-283221 and 811-24023
Dear Mr. Warren:
On November 14, 2024, REX ETF Trust file d a registration statement on Form
N-1A (the “Registration St atement”) under the Securities Act of 1933, as amended (the
“1933 Act”) and the Investment Company Ac t of 1940, as amended (the “1940 Act”) to
register shares of the REX COIN Covere d Call ETF, REX MSTR Covered Call ETF,
REX NVDA Covered Call ETF and REX TSLA Covered Call ETF (each a “Fund” and
together, the “Funds”). We have reviewed the filing and have the following comments.
All capitalized terms not otherwise defined herein  have the meaning given to them in the
Registration Statement. Unless otherwise specified, references to items and instructionnumbers in this letter are to items and instructions in Form N-1A.  References to rules are to the rules under the 1940 Act.
General
1. We note that the Registration Statement is missing information ( e.g.,
information regarding service providers, trustees and management) and exhibits
(e.g., seed financial statements of the F und, bylaws and advisory contracts) and
contains bracketed disclosures. We may have comments on such portions when
you complete them in any pre-effective amendment, on disclosures made in
response to this letter, on information s upplied supplementally, or on exhibits
filed in any pre-effective amendment. Please plan accordingly.
2. Please advise us if you expect to submit any exemptive applica tion(s) or no-action
request(s) in connection with th e Registration Statement.

Page 2 of 8  3. Please explain supplementally if a party ot her than a Fund’s sponsor or one of its
affiliates is providing the Fund’s initial (seed) capital. If yes, please
supplementally identify the party providi ng the seed capital and describe their
relationship with the Fund.

4. Please explain if the Registrant’s a nd Adviser’s Code of Ethics address
investments in ETFs that provide exposur e to a single corpor ate issuer (“Single
Name ETFs”). If these investments are excluded from either of these Codes, please advise whether the Codes will be  amended to account for Single Name
ETFs, including Single Name ETFs that are not advised by the Adviser and/or the
sub-adviser. If not, please advise how excluding Single Name ETFs from
reporting requirements is consis tent with the registrant’s obligations to implement
procedures reasonably designed to preven t violations of the federal securities
laws.

REX COIN Covered Call ETF
  Summary Prospectus

Fees and Expenses of the Fund, p. 1

5. Please provide a completed fee table a nd expense example for our review and
comment. Supplementally, confirm there will be no fee waiver or expense
limitation agreement in place.

Principal Investment Strategies, p. 2  6. The staff notes that the disclosure in this  section states that the Fund intends to
achieve exposure to the share price of COIN “through direct holdings of COIN
shares or by utilizing options contracts that  provide exposure to the price return of
COIN.”  We also note that the Fund intends to invest at least 80% of its net assets
in shares of COIN or derivative instrume nts that provide exposure to COIN. What
percent of its assets does the Fund intend to invest directly in COIN shares?
Please supplementally explain.  In your response, please also explain how the
Fund’s intended strategy and di sclosures are and will be consistent with Rule 140
under the 1933 Act
.

7. In the second paragraph:

a. Please clarify the disclosure to expl ain what combination of options the
Fund intends to purchase and sell to cr eate the desired exposure to COIN
and how each type of option will be used to carry out the Fund’s strategy.
For example, please describe the suite  of options to be purchased/sold by
the Fund, at what strike prices, a nd explain how the Fund’s covered call
strategy will create the desired expos ure to the underlying issuer and
generate income or losses for the Fund.

Page 3 of 8
b. In the second sentence, please clarify what "utilizing options contracts that
provide exposure to the price return of COIN" means. Is this a reference to purchased call options?

c. Please briefly explain what a "covered call strategy" is in plain English.
Please clarify if the Fund will implement a traditional covered call strategy where the Fund will sell a call option on an underlying security it owns or if the Fund intends to use a synthetic covered call strategy.  If the Fund intends to use a synthetic covered call strategy, please descri be this strategy
in greater detail.

d. Please clarify if the Fund intends to continuously  maintain direct and
indirect exposure to COIN ( e.g., by holding COIN shares and through
options contracts). What are the expected target maturities for the different option contracts that the Fund invest s in? As the options contracts the
Fund holds are exercised or expire, w ill it enter into new option contracts
(e.g., engage in "rolling")? If so, please disclose that the rolling of options
may result in high portfolio turnover.

e. Since the Fund’s primary investment  objective is to produce current
income, please disclose how often the Fund will provide distribution
payments to shareholders ( e.g., monthly).

8. In the third paragraph, please clarify that options contracts must be exercised or
traded to close within a specified time frame, or they expire.

9. In the fourth paragraph, the disclosure states that the Fund will hold short-term
U.S. Treasury securities as collateral in c onnection with the Fund’s use of options.

a. Please disclose any target percentage  or limit on the Fund's assets that will
be invested, under normal circumst ances, in COIN shares, cash and
treasuries, and options, respectively.
b. Please clarify whether the short-term U.S. Treasury Securities may also
generate income in addition to  serving as collateral.
 c. In the fifth paragraph, please clarify when, if at all, the Fund may take
temporary defensive positions under any circumstances.  The current
disclosure only addresses periods of  adverse market, economic, or other
conditions.

10. In the sixth paragraph:
 a. Please revise the statement that "any investment in the Fund is not an
investment in COIN" to more appr opriately reflect a Fund investor’s

Page 4 of 8  exposure to COIN, particularly since the second paragraph states that the
Fund will "achieve exposure to the sh are price of COIN through direct
holdings of COIN shares ...."

b. Please confirm that the last sentence is  accurate if the Fund directly holds
COIN shares. Is it possible that the Fund’s income may include dividends from shares of COIN that it holds directly?

c. Please add, if accurate, disclosure that  states that the Fund’s performance
will differ from that of COIN’s stock price and that the performance differences will depend on, among other things, the price of COIN, changes in the value of the COIN options contracts the Fund holds, and
changes in the value of the U.S. Treasuries the Fund holds.

Coinbase Global, Inc. p. 3
11. In the second paragraph under Coinbase Global, Inc., please confirm the file
number associated with Coinbase Global,  Inc., currently shown as 001-04321 is
correct.

12. Please briefly enhance and contextualize the disclosure related to Coinbase’s
business, by providing an explanation of blockchain technology and crypto assets.
Please include the following disclosure with regard to public, permissionless
blockchains:

x their general design and purpose;

x how they are developed, maintained, and governed;

x how they are accessed and used;

x the relationship between them and their native crypto assets; and

x the specific use cases and applications that they support or are designed to
support.

Principal Risks, pp. 3-13

13. For clarity and to increase investor co mprehension, please consider reorganizing
(i) the presentation so that related risk s are grouped together but separated under
subheadings ( e.g., ETF operational risks) ; and (ii) lengthy risk disclosure, such as
Coinbase Global, Inc. Investing Risk, into one risk with multiple sub-risks.  Additionally, we remind you that risks s hould appear in order of importance
rather than alphabetically. See ADI 2019-08 - Improving Principal Risks
Disclosure.

Page 5 of 8  14. Please consider moving the section entitled “Indirect Investment Risk” to the
beginning of the Principal Risk disclosure  since this disclosure highlights the
Fund's relationship with Coi nbase Global, Inc. and the Coinbase Global, Inc.
Investing Risk appears first in the Principal Risk section.

15. Please add a risk related to price participa tion to clarify that investing in the Fund
is not equivalent to investing in COIN, and that the Fund's investment strategy to
sell call option contracts will limit participation in any gains in the share price of COIN while leaving the Fund fully exposed to any decreases in value experienced
by COIN over the call period. Please also explain how the Fund's NAV will correlate on a day-to-day basis with the returns of COIN.

16. Please add a risk related to the Fund’s i nvestment exposure to a single issuer ( e.g.,
the Fund may be more volatile than a traditional pooled investment which
diversifies risk or the market generall y, and the value of the Fund may be more
volatile than a traditional pool ed investment vehicle or the market as a whole).

17. Please add risk disclosure that briefly addresses or clarifies some of the common
risks and challenges associated with  public, permissionl ess blockchain
technology, including the following:
x the integrity and viability of the consensus mechanism of the blockchain;

x the blockchain’s capacity to execute and settle transactions in a timely and
predictable manner (we note that pub lic, permissionless blockchains have
been prone to periods of conges tion and high transaction fees);

x the development, maintenance, and governance of the blockchain, which
is generally open source and thus vulne rable to being “forked” (as defined
below) by users and miners/validators;

x that a blockchain may be vulnerable to attacks to the extent that, in terms
of a proof-of-work blockchain, a “min er” or group of “miners” possesses
more than 50% of the blockchain’s “h ashing” power or that, in terms of a
proof-of-stake blockchain, there is c oncentration in the ownership and/or
staking of the blockchain’s native crypto asset;

x that proposed changes to a blockchain ’s protocol may not be adopted by a
sufficient number of users and validator s or users and miners, respectively,
which may result in competing blockc hains with different native crypto
assets and sets of par ticipants (also known as a “fork”) (in this regard,
consider providing brief examples of forks, e.g., the forks resulting in the
Ethereum Classic blockchain and the Bitcoin Cash blockchain);

x that a blockchain’s protocol, includi ng the code of any smart contracts
running on the blockchain, may contai n flaws that can be exploited by

Page 6 of 8  attackers (in this regard, consider briefly discussing the exploitation of
The DAO’s smart contract in June  2016, how it was addressed, and its
consequences for the Ethereum bloc kchain, including the resulting hard
fork);

x that these blockchains have historically faced scalability challenges (as an
example, explain the common imped iments and/or disadvantages to
adopting the Bitcoin blockchain as  a payment network, including the
slowness of transaction processing and finality, variability of transaction fees, and volatility of Bitcoin’s price); and

x that the native crypto assets of these bl ockchains are bearer assets that can
be irrevocably lost or stolen to the extent that the “private keys” securing
the assets are lost or stolen.

Coinbase Global, Inc. Investing Risk, p. 4

18. Please briefly address COIN trading risks ( e.g., COIN shares price volatility,
particularly if a large portion of CO IN may be traded by short sellers) and
performance risks ( e.g., if COIN fails to meet publicly announced guidelines or
business expectations).
19. Please briefly disclose that the Commi ssion has brought an enforcement action
(SEC v. Coinbase, Inc., No. 1:23-cv -04738-KPF (S.D.N.Y. Mar. 27, 2024),
alleging that Coinbase Global, Inc. provides, among other things, a trading
platform that operates as an unregiste red broker, unregistered exchange, and
unregistered clearing agency; a prime brokerage service that operates as an unregistered broker; and a crypto asset staking program that constitutes the unregistered offer and sale of an inves tment contract, and thus a security.

 Crypto Asset Market and Volatility Risk, p. 8

20. Since blockchain technology and crypto-a sset related risks a pply to Coinbase,
regardless of whether it has substantial hol dings of crypto assets (for investment,
in custody, or otherwise), please revise the disclosure in the first sentence
accordingly.

Page 7 of 8  Performance, p. 13

21. Supplementally, please identify the appropr iate broad based securities market
index against which the Fund will measure its performance.
REX MSTR Covered Call ETF
 Principal Risks, pp. 16-26   MicroStrategy Incorporated Investing Risks, p. 17
 22. As noted above in comment 14, to assist with clarity and investor comprehension,
please group together related risks and us e subheadings. In this regard, please
present Bitcoin Risks and Crypto Asset Market and Volatility Risk with MicroStrategy Incorporated Investing Ri sk since these additional risks relate
specifically to the principal business of MSTR.
REX NVDA Covered Call ETF

Principal Investment Strategy, pp. 29-30

NVIDIA Corporation, p. 30
23. In the second sentence of the first paragr aph, please clarify what "professional
visualization" entails.

Statutory Prospectus
 Principal Risks, pp. 53-67  24. Please consider tailoring risk disclosure so that it does not merely repeat the
disclosure in the summary prospectus. As  noted above, for clarity and to assist
with investor comprehension, please also consider reordering risks so that those
relevant to each issuer are presented together ( e.g., Tesla, Inc. and automobile
industry risk) and so that significan t risks precede alphabetical risks.
 Statement of Additional Information
 Financial Statements  25. Please explain to us whether the seed capital financial statements of the Fund will
include a seed statement of operations.  If no seed statement of operations will be included, please explain to us the basis for omitting such financial statement.

* * * * *

Page 8 of 8

 We remind you that the Fund and its ma nagement are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the staff.   A response to this letter should be in th e form of a pre-effective amendment filed
pursuant to Rule 472 under the 1933 Act. Where no  change will be made in the filing in
response to a comment, please i ndicate this fact in your res ponse letter and briefly state
the basis for your position. Should you have any questions regarding this letter prior to
filing the pre-effective amendment, please contact me at (202) 551-6870 or
hahnja@sec.gov.

Sincerely,
/s/ Jaea Hahn  Jaea Hahn Senior Counsel

cc:  Andrea Ottomanelli Magovern, Assistant Director
 Asen Parachkevov, Branch Chief
Bernie Nolan, Senior  Special Counsel
 Catalina Jaime, Accounting Branch Chief  Tony Burak, Accounting Reviewer