SecProbe.io

CORRESP
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JOHN H. LIVELY, Managing Partner

john.lively@practus.com

11300 Tomahawk Creek Pkwy., Suite
310

Leawood, KS 66211

(913) 660-0778

August 21, 2024

Mr. David Mathews

Attorney-Advisor

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

		 Re: World Funds Trust (File No. 333-280732)

		   Form N-14, The Cook & Bynum Fund

Dear Mr. Mathews:

This letter provides the responses
of World Funds Trust (the “Trust”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) that that were provided to Practus, LLP (“Practus”) on August 6, 2024 by Jeffrey
Long, and which you provided to Practus on August 8, 2024. The comments relate to a registration statement on Form N-14 with respect to
the reorganization of The Cook & Bynum Fund, a series of the Cook & Bynum Funds Trust, into a new “shell” series of
the Trust, known as The Cook & Bynum Fund (the “Registration Statement”), which was filed with the Commission on July
9, 2024 under Rule 488 of the Securities Act of 1933, as amended. For your convenience, I have summarized the comments in this letter
and provided the Trust’s response below each comment. Capitalized terms not defined in this letter shall have the same meaning ascribed
to such term in the Registration Statement.

General Comments

 ● Please
file this comment response letter on EDGAR.

 ● Please
also send via email to David Mathews, redlined or marked pages of revised disclosure.

 ● Please
also apply any new or revised disclosure in one section to similar disclosure in other sections throughout the registration statement.

Response: The Trust acknowledges
the points made above in the “General Comments.”

Shareholder
Letter

 1. Comment: In the Shareholder Letter, please describe the
reasons why the Trust’s Board of Trustees concluded that the Reorganization would lower total expenses for the existing Cook &
Bynum Fund, improve the Fund’s visibility in the marketplace and the prospect to increase assets.

Mr.
David Mathews

Division
of Investment Management

U.S.
Securities and Exchange Commission

August
21, 2024

Response:  The Fund has disclosed
the following in the Shareholder Letter in response to the Staff’s comment:

As part of a series trust with multiple
portfolios, certain common expenses for the World Funds Trust applicable to the Acquiring Fund may be lower over time than similar expenses
currently paid by the Acquired Fund as part of the Cook & Bynum Funds Trust.

Further, the Board of Trustees considered
that because World Funds Trust has a greater number of portfolios and investment advisers than the current Cook & Bynum Funds Trust,
the Acquiring Fund may have greater marketplace exposure for its unique investment strategy than the Acquired Fund does as part of a single
series trust, with one adviser. World Funds Trust provides marketplace exposure for its portfolios and advisers through a webpage highlighting
its individual money managers and the portfolios in the trust they advise. The Board of Trustees further considered that because the Acquiring
Fund would be part of a larger series trust with greater marketplace exposure than the Acquired Fund’s current single-series trust
format, this may lead to an increase in assets over time for the Acquiring Fund, which may lower the Fund’s total annual fund operating
expenses.

Questions and Answers Section

 2. Comment:  The answer to the question “What am I
being asked to vote upon?” states that: You are being asked to approve an Agreement and Plan of Reorganization (the “Agreement”)
to affect the reorganization of The Cook & Bynum Fund, a series of the Cook & Bynum Funds Trust (the “Acquired Fund”),
of which you own shares into the corresponding newly formed Cook & Bynum Fund (the “Acquiring Fund”), in a different mutual
fund family, sponsored by Commonwealth Fund Services, Inc. (emphasis on “sponsored”). Please disclose any sponsorship
arrangements between the new Cook & Bynum Fund as part of the Trust and Commonwealth Fund Services, Inc., in addition to CFS’
role as fund administrator.

Response: Commonwealth Fund
Services, Inc. is not a sponsor to the Acquired Fund, the Acquiring Fund or the Trust, and accordingly, there are no sponsorship arrangements.
The referenced disclosure has been revised to state the Commonwealth Fund Services, Inc. is the fund administrator (rather than sponsor).

 3. Comment: In the response to the question “Are there any significant differences between the
advisory fee or total annual fund operating expenses of The Cook & Bynum Fund and the corresponding Acquiring Fund?” it states
the Acquired Fund and the Acquiring Fund pay the same contractual advisory fee to CBCM of 1.49% annually. This response also states that
the Acquiring Fund will pay the same total annual fund operating expenses after the Reorganization, as compared to the Acquired Fund’s
current total annual fund operating expenses of 1.49%, after the effect of CBCM’s expense limitation agreement. Since there will
be no immediate reduction in fees and costs to shareholders, clarify that CBCMs reduced subsidization is a benefit to CBCM as the adviser,
rather than shareholders in the response to the question “Why is the Reorganization being Proposed?”

Response: In
the response to the question “Why is the Reorganization being Proposed?” the following disclosure has been added as the last
sentence of the first paragraph: Given that there will be no immediate reduction in the Acquired Fund’s overall expense ratio considering
the effect of CBCM’s expense limitation agreement at the closing of the Reorganization, CBCM’s reduced subsidy of Fund expenses
is a benefit to CBCM and not shareholders of the Acquired Fund.

2

Mr.
David Mathews

Division
of Investment Management

U.S.
Securities and Exchange Commission

August
21, 2024

 4. Comment:  In the response to the question “Why is
the Reorganization being Proposed?” clarify statements that the Reorganization would potentially decrease the Fund’s combined
overall expense ratio, with statements elsewhere that the Acquiring Fund will pay the same total annual fund operating expenses after
the Reorganization, as compared to the Acquired Fund’s current total annual fund operating expenses of 1.49%, after the effect of
CBCM’s expense limitation agreement.

Response: In the response
to the question “Why is the Reorganization being Proposed?” the following disclosure has been added as the last sentence of
the new second paragraph: While this potential decrease in Fund expenses due to an increase in assets may not occur in the near future
following the Reorganization, CBCM’s expense limitation agreement continues to benefit Fund shareholders so that they pay the same
total annual fund operating expenses after the Reorganization.

 5. Comment: In the response to the question “Are there
any significant differences between the advisory fee or total annual fund operating expenses of The Cook & Bynum Fund and the corresponding
Acquiring Fund?” please briefly describe how the Acquired Fund’s existing expense limitation agreement will be terminated
and the impact that this will have on the Fund’s reimbursement obligations including whether the right to reimbursement will survive
the Reorganization and become an obligation of the Acquiring Fund.

Response:
In the response to the question “Are there any significant differences between the advisory fee or total annual fund operating expenses
of The Cook & Bynum Fund and the corresponding Acquiring Fund?” the following disclosure has been added as the last paragraph
of this section: The Acquired Fund’s current expense limitation agreement will terminate by its terms automatically upon the termination
of the investment advisory agreement with CBCM. CBCMs investment advisory agreement with the Acquired Fund will terminate upon the closing
of the Reorganization. The Acquired Fund’s expense limitation agreement provides that, in any year in which the investment advisory
agreement is in effect, CBCM may be permitted to recover expenses it has borne through the expense
limitation agreement to the extent that the Fund’s expenses in later periods fall below the annual rate of 1.49%, but only to the
extent it does not cause the operating expenses to exceed 1.49% of average daily net assets. As of March 31, 2024, CBCM may recover fee
reductions and expense reimbursements totaling $204,431, $381,321, $421,069 and $243,342 from the Acquired Fund. CBCM may recover these
amounts no later than March 31, 2027, and September 30th of 2026, 2025, and 2024, respectively. In reality, however, when CBCM lowered
the management fee charged to the Acquired Fund to 1.49% to match the total expense ratio cap, CBCM essentially internalized the Fund’s
cost structure and implicitly eliminated its ability to recapture any of the Acquired Fund’s previously waived fees and expenses.
Further, CBCM’s right to reimbursement does not survive the termination of the existing expense limitation agreement, and accordingly,
CBCMs right to reimbursement of these waived fees with respect to the Acquired Fund will not continue after the consummation of the Reorganization.

3

Mr.
David Mathews

Division
of Investment Management

U.S.
Securities and Exchange Commission

August
21, 2024

 6. Comment:  In the response to the question “What
will happen if shareholders of The Cook & Bynum Fund do not approve the Agreement?” please describe what will happen if Fund
shareholders do not approve the Reorganization. Please state if liquidation of the Fund or seeking out other acquisition candidates are
courses of action, and if not, why not.

Response: In the response
to the question “What will happen if shareholders of The Cook & Bynum Fund do not approve the Agreement?” the following
disclosure has been added as the last sentence of this section: CBCM has decided that if the Reorganization is not approved by shareholders
or if the Reorganization is not completed for any reason, that it will continue managing the Fund under a sole series trust for which
it has operated since inception in 2009. Furthermore, CBCM has determined that creating a taxable event for Fund shareholders through
a liquidation, or seeking out another fund as a merger partner is not in the best interests of shareholders considering CBCMs unique management
style and history of providing advisory services to the Fund.

 7. Comment: In the response to the question: “Will The Cook & Bynum Fund or the Acquiring
Fund pay the costs of this proxy solicitation or any costs in connection with the proposed Reorganization?” please state the estimated
fees and expenses to be paid by the adviser in connection with the Reorganization.

Response: In
response to the staff’s comment the following disclosure has been added to the response: The estimated fees and expenses expected
to be paid by CBCM associated with the Reorganization are approximately $96,000.

Combined Proxy Statement/Prospectus

 8. Comment:  In the section of the combined Proxy Statement/Prospectus,
under the heading “Additional information about the Funds is available in the:” please include hyperlinks to the Prospectuses,
SAIs and Annual/Semi-Annual Reports as filed on EDGAR.

Response: In response to the
staff’s comment, hyperlinks have been, or will be  included for each Prospectus, SAI and Annual/Semi-Annual Reports as filed
on EDGAR.

4

Mr.
David Mathews

Division
of Investment Management

U.S.
Securities and Exchange Commission

August
21, 2024

Annual Fund Operating Expenses Table

 9. Comment: Please make sure that the annual fund operating expenses table included in the Form N-14
matches the table included in the Acquiring Fund’s prospectus. Please include footnotes to the table disclosing any fee waiver or
reimbursement agreements. Confirm that there are no reimbursement provisions applicable.

Response: The
annual fund operating expense table in the Form N-14 matches the same table included in the prospectus for the Acquiring Fund, including
footnotes relating to the expense limitation agreement. There are reimbursement provisions included in the expense limitation agreement
applicable to the Acquiring Fund that are disclosed in the second footnote to the table, as follows:

** Pursuant to an
agreement between the Fund and Cook & Bynum Capital Management, LLC (the “Adviser”), to the extent that the aggregate
expenses incurred by the Fund, including but not limited to investment advisory fees of the Adviser (but excluding interest, expenses
incurred under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, taxes, acquired fund fees and expenses, brokerage
commissions, dividend expenses on short sales, and other expenditures which are capitalized in accordance with generally accepted accounting
principles and other extraordinary expenses not incurred in the ordinary course of the Fund’s business) exceed 1.49% of the Fund’s
daily net assets are the liability of the Adviser. This agreement is in effect through February 1, 2026, and thereafter is reevaluated
on an annual basis. The Trust’s Board of Trustees and the Advisor may terminate or modify the agreement prior to February 1, 2026
only by mutual written consent. This agreement shall terminate automatically upon the termination of the investment management agreement
with the Adviser. Each waiver or reimbursement of an expense by the Adviser is subject to repayment by the Fund within three-years following
the date such waiver and/or reimbursement was made, provided that the Fund is able to make the repayment without exceeding the expense
limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped.

 10. Comment:  Please confirm in correspondence that the Acquired
Fund’s annual fund operating expenses as of ten months ago remain current. Clarify in the footnote concerning “Other Expenses”
that the estimate of these expenses for the first year applies only to the Acquiring Fund.

Response: The Acquired Fund’s
annual fund operating expenses stated in the expense table remain current. In response to the staff’s comment, the footnote to the
annual fund operating expense table has been revised to state that Other Expenses are estimated for the Acquired Fund’s first fiscal
year.

5

Market Timing

 11. Comment: Address whether the Acquired Fund’s 2%
redemption fee on Fund shares redeemed in 60 days or less from the date of purchase was adopted to discourage market timing and if so,
since the Acquiring Fund will not have this redemption fee, state how market timing policies are substantially similar.

Response: In response to the
staff’s comment, a new second sentence under the heading “Market Timing” has been added to state: The Acquired Fund
adopted a 2% redemption fee on Fund shares redeemed in 60 days or less from the date of purchase in order to discourage short term trading.
The Acquired Fund and the Acquiring Fund have substantively similar market timing policies and procedures, although the Acquiring Fund
does not charge a redemption fee.

Board Considerations

 12. Comment:  In the section titled “Board Considerations”
in addition to the factors considered by the Board of Trustees included in the Form N-14, please describe details to the business reasons
prompting the Acquired Fund to seek to reorganize and the nature of the discussions with CBCM that precipitated the Reorganization. In
correspondence please describe if applicable any additional agreements or understandings between CBCM and the Trust not reflected in the
investment advisory agreement or other exhibits filed as part of the Form N-14.

Response: In response to the
staff’s comment, the Fund notes that the business reasons prompting the Acquired Fund to seek to reorganize and the nature of the
discussions with CBCM that precipitated the Reorgan