SEC Company Response from World Funds Trust (CIK 0001396092) — Aug 27, 2025
World Funds Trust (CIK 0001396092)
Date: Aug. 27, 2025 · CIK: 0001396092 · Accession: 0001999371-25-012100
AI Filing Summary & Sentiment
File numbers found in text: 333-288436, 811-22172
Letter
Division of Investment Management U.S. Securities and Exchange Commission F Street, N.E. Washington, D.C. 20549 Re: World Funds Trust (File Nos. 333-288436 and 811-22172)
Dear Mr. Be and Ms. DiAngelo Fettig:
This letter provides the responses of World Funds Trust (the “Trust”) to the comments of the Accounting and Legal staff (the “Staff) of the U.S. Securities and Exchange Commission (the “Commission”) provided to Practus, LLP on August 25, 2025, and August 27, 2025. The comments related to N-14 of the Trust, which was filed on June 30, 2025, under the Securities Act of 1933, as amended (the “N-14”). The N-14 was filed to reorganize the Altegris/AACA Opportunistic Real Estate Fund, a series of Northern Lights Fund Trust into the LDR Real Estate Value-Opportunity Fund (the “Fund”), a series of World Funds Trust. 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 N-14.
General Comments
1. Comment: Regarding the table comparing the Principal Investment Strategies of the Funds on page 17, the table does not put comparable disclosures on the same line. For example, the two Funds’ 80% policies are on different rows. Similarly, on page 20, it appears one row compares the Target Fund’s manager-of-managers relief to the Acquiring Fund’s policy on taking short positions. Please arrange the table so that it allows investors to easily compare comparable provisions regarding the two Funds.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
Accounting Comments
1. Comment: The Staff references the response to prior Accounting Comment 6 and notes that it does not look like this change was made.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
2. Comment: That Staff notes prior Accounting Comment 17 requested that the pro forma fee and expense table for the Acquiring Fund – Institutional Class reflects an amount of estimated recoverable expenses even though such amount is below the expense cap. The Staff notes that the Class I appears to be in a position to recapture previously waived expenses. Does the pro forma fee table for the Institutional shares assume any recapture of previously waived expenses? If not, please explain why. It appears as if the class would be able to recapture previously waived expenses up to the expense limit of 1.55%.
Response: Recoupment of previously waived expenses is not included in the pro forma expense table because the Fund would have to operate with total expenses at less than 1.00% in order to recoup expenses previously waived for the Target Fund. Although the pro forma estimates that the Fund will operate under then expense cap of 1.55% for Institutional Class shares, the Fund will still be operating above the 1.00% cap previously in place for the Target Fund when such expenses were waived.
Mr. Raymond Be
Ms. Christina DiAngelo Fettig
U.S. Securities and Exchange Commission
August 27, 2025
3. Comment: The Staff notes the response to prior Accounting Comment 22 stated “The disclosure has been updated to discuss Class I Shares of the Target Fund,” but we do not see that this change was made.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
4. Comment: The Staff references the response to prior Accounting Comment 23 and notes that it does not look like this change was made.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
5. Comment: The Staff references the response to prior Accounting Comment 24 regarding how the classes will be merged and notes that it does not look like this change was made.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
6. Comment: The Staff notes in the Capitalization Table that the net asset amounts have only been adjusted by 25,000 instead of the 250,000 of reorganization expenses. Please reconcile. In footnote one, disclose the per share impact of the 250,000 in reorganization expenses.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
7. Comment: The Staff references prior Accounting Comment 27 and notes that the Target Fund Financial Highlights introductory paragraph is missing for the Target Fund. This is required by Item 13 of Form N-1A.
Response: The Trust has revised the disclosure in response to the Staff’s comments.
8. Comment: The Staff references prior Accounting Comment 29 that asks for narrative disclosure about material differences in accounting policies per Regulation S-X 6-11(d)(1)(iii). Please clarify what the third bullet point in the supplemental section was referencing.
Response: The Trust has deleted the third bullet.
* * *
Mr. Raymond Be
Ms. Christina DiAngelo Fettig
U.S. Securities and Exchange Commission
August 27, 2025
Please contact me at (913) 660-0778 regarding the responses contained in this letter.
Sincerely,
/s/
John H. Lively
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CORRESP
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filename1.htm
JOHN
H. LIVELY, Managing Partner
john.lively@practus.com
11300
Tomahawk Creek Pkwy., Suite 310
Leawood,
KS 66211
(913)
660-0778
August
27, 2025
Mr.
Raymond Be
Ms.
Christina DiAngelo Fettig
Division
of Investment Management
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re: World
Funds Trust (File Nos. 333-288436 and 811-22172)
Dear
Mr. Be and Ms. DiAngelo Fettig:
This
letter provides the responses of World Funds Trust (the “Trust”) to the comments of the Accounting and Legal staff (the “Staff)
of the U.S. Securities and Exchange Commission (the “Commission”) provided to Practus, LLP on August 25, 2025, and August
27, 2025. The comments related to N-14 of the Trust, which was filed on June 30, 2025, under the Securities Act of 1933, as amended (the
“N-14”). The N-14 was filed to reorganize the Altegris/AACA Opportunistic Real Estate Fund, a series of Northern Lights Fund
Trust into the LDR Real Estate Value-Opportunity Fund (the “Fund”), a series of World Funds Trust. 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 N-14.
General Comments
1. Comment:
Regarding the table comparing the Principal Investment Strategies of the Funds on page 17, the table does not put comparable disclosures on the same line. For example, the two Funds’
80% policies are on different rows. Similarly, on page 20, it appears one row compares the
Target Fund’s manager-of-managers relief to the Acquiring Fund’s policy on taking
short positions. Please arrange the table so that it allows investors to easily compare comparable
provisions regarding the two Funds.
Response:
The Trust has revised the disclosure in response to the Staff’s comments.
Accounting
Comments
1. Comment:
The Staff references the response to prior Accounting
Comment 6 and notes that it does not look like this change was made.
Response:
The Trust has revised the disclosure in response to the Staff’s comments.
2. Comment:
That Staff notes prior Accounting Comment 17 requested
that the pro forma fee and expense table for the Acquiring Fund – Institutional Class
reflects an amount of estimated recoverable expenses even though such amount is below the
expense cap. The Staff notes that the Class I appears to be in a position to recapture previously
waived expenses. Does the pro forma fee table for the Institutional shares assume any recapture
of previously waived expenses? If not, please explain why. It appears as if the
class would be able to recapture previously waived expenses up to the expense limit of 1.55%.
Response:
Recoupment of previously waived expenses is not included in the pro forma expense table because
the Fund would have to operate with total expenses at less than 1.00% in order to recoup expenses previously waived for the Target Fund.
Although the pro forma estimates that the Fund will operate under then expense cap of 1.55% for Institutional Class shares, the Fund
will still be operating above the 1.00% cap previously in place for the Target Fund when such expenses were waived.
Mr.
Raymond Be
Ms.
Christina DiAngelo Fettig
U.S.
Securities and Exchange Commission
August
27, 2025
3. Comment:
The Staff notes the response to prior Accounting Comment 22 stated “The
disclosure has been updated to discuss Class I Shares of the Target Fund,” but we do
not see that this change was made.
Response:
The Trust has revised the disclosure in response to the Staff’s comments.
4. Comment:
The Staff references the response to prior Accounting Comment 23 and notes that it does not
look like this change was made.
Response:
The Trust has revised the disclosure in response to
the Staff’s comments.
5. Comment:
The Staff references the response to prior Accounting Comment 24 regarding how the classes
will be merged and notes that it does not look like this change was made.
Response:
The Trust has revised the disclosure in response to
the Staff’s comments.
6. Comment:
The Staff notes in the Capitalization Table that the net asset amounts have only been adjusted
by 25,000 instead of the 250,000 of reorganization expenses. Please reconcile. In footnote
one, disclose the per share impact of the 250,000 in reorganization expenses.
Response:
The Trust has revised the disclosure in response to the Staff’s comments.
7. Comment:
The Staff references prior Accounting Comment 27 and notes that the Target Fund Financial
Highlights introductory paragraph is missing for the Target Fund. This is required by Item
13 of Form N-1A.
Response:
The Trust has revised the disclosure in response to the Staff’s comments.
8. Comment:
The Staff
references prior Accounting Comment 29 that asks for narrative disclosure about material
differences in accounting policies per Regulation S-X 6-11(d)(1)(iii). Please clarify what
the third bullet point in the supplemental section was referencing.
Response:
The Trust has deleted the third bullet.
* * *
2
Mr.
Raymond Be
Ms.
Christina DiAngelo Fettig
U.S.
Securities and Exchange Commission
August
27, 2025
Please
contact me at (913) 660-0778 regarding the responses contained in this letter.
Sincerely,
/s/
John H. Lively
John
H. Lively
3