World Funds Trust Seeks Shareholder Nod for New Sub-Adviser, 'Manager of Managers' Structure

TL;DR

**World Funds Trust is shaking up its fund management, giving the Board more power – watch for potential strategy shifts and fee impacts.**

AI Summary

World Funds Trust, on behalf of its LDR Real Estate Value-Opportunity Fund, filed a DEF 14A on August 7, 2025, to seek shareholder approval for three key proposals at a Special Meeting scheduled for September 10, 2025, at 11:00 a.m. Eastern time. The primary proposal, Proposal 1, involves approving a new investment sub-advisory agreement between LDR Capital Management, LLC and American Assets Capital Advisers, LLC, appointing the latter as the new sub-adviser to the Fund. Proposal 2 seeks approval for the adoption of a "manager of managers" structure, which would grant the Board of Trustees greater flexibility in appointing or replacing sub-advisers without requiring further shareholder votes under certain conditions. The filing does not disclose specific revenue or net income figures, focusing instead on governance and operational changes related to investment management. The strategic outlook aims to enhance investment management flexibility and potentially improve fund performance through new sub-advisory expertise. Risks include potential changes in investment strategy and fees associated with the new sub-adviser and management structure, though specific dollar impacts are not detailed.

Why It Matters

This DEF 14A filing is crucial for investors in the LDR Real Estate Value-Opportunity Fund as it outlines significant changes to the fund's investment management. The approval of American Assets Capital Advisers, LLC as a new sub-adviser could alter the fund's investment strategy and performance, directly impacting shareholder returns. Furthermore, adopting a 'manager of managers' structure provides the Board of Trustees with enhanced flexibility to change sub-advisers without repeated shareholder votes, potentially streamlining future operational adjustments but also reducing direct shareholder oversight on such decisions. This move could position World Funds Trust more competitively by allowing quicker adaptation to market conditions and access to specialized expertise, similar to practices seen in larger fund complexes.

Risk Assessment

Risk Level: medium — The risk level is medium because while the filing doesn't detail immediate financial losses, the proposed 'manager of managers' structure (Proposal 2) significantly alters shareholder oversight by allowing the Board of Trustees to appoint or replace sub-advisers without future shareholder votes. This change could lead to unforeseen shifts in investment strategy or fee structures without direct shareholder approval, impacting the LDR Real Estate Value-Opportunity Fund's performance.

Analyst Insight

Investors in the LDR Real Estate Value-Opportunity Fund should carefully review the proposed changes to the sub-advisory agreement and the 'manager of managers' structure. Consider how American Assets Capital Advisers, LLC's expertise aligns with your investment goals and be aware that future sub-adviser changes may occur without your direct vote, necessitating ongoing due diligence on the fund's performance and management.

Key Numbers

• 3 — Number of proposals (Shareholders are asked to approve three proposals at the Special Meeting.)
• 2025-09-10 — Special Meeting Date (The date shareholders will vote on the proposals.)
• 11:00 a.m. Eastern time — Special Meeting Time (The scheduled time for the shareholder meeting.)

Key Players & Entities

• World Funds Trust (company) — Registrant and issuer of the DEF 14A
• LDR Real Estate Value-Opportunity Fund (company) — Specific fund series within World Funds Trust affected by the proposals
• LDR Capital Management, LLC (company) — Adviser to the LDR Real Estate Value-Opportunity Fund
• American Assets Capital Advisers, LLC (company) — Proposed new Sub-Adviser to the Fund
• Board of Trustees (person) — Governing body of World Funds Trust seeking shareholder approval
• Commonwealth Fund Services, Inc (company) — Administrator of the Fund and location of the Special Meeting
• September 10, 2025 (date) — Date of the Special Meeting of shareholders
• 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 (location) — Business address of World Funds Trust and meeting location

FAQ

Risk Factors

• Sub-Adviser Appointment and Management Structure [medium — operational]: Shareholders are being asked to approve a new sub-advisory agreement with American Assets Capital Advisers, LLC, and the adoption of a 'manager of managers' structure. This introduces a new entity responsible for investment decisions, potentially altering the fund's strategy and operational oversight. The specific impact on fees and performance is not detailed, but changes in management can lead to shifts in investment approach.
• Potential Changes in Fees [medium — financial]: The transition to a new sub-adviser and the 'manager of managers' structure may result in changes to the fund's overall fee structure. While the filing does not specify the exact fee amounts or potential increases, any changes could impact the net returns to shareholders. Investors should carefully review the terms of the new sub-advisory agreement once finalized.
• Shareholder Approval Requirements [low — regulatory]: The proposals require shareholder approval, indicating a reliance on investor consent for significant changes in fund management. Failure to obtain the necessary votes could lead to delays or the need for alternative solutions, potentially impacting the fund's strategic direction and operational continuity. The 'manager of managers' structure aims to mitigate future shareholder votes for sub-adviser changes.

Industry Context

The real estate investment fund industry is characterized by a need for specialized expertise in identifying and managing diverse real estate assets. Funds often employ sub-advisers to leverage niche market knowledge and operational capabilities. The 'manager of managers' structure is becoming more prevalent as it offers boards greater agility in adapting to market conditions and performance challenges by allowing for quicker adjustments to sub-advisory teams.

Regulatory Implications

The proposed changes require adherence to SEC regulations governing proxy solicitations and fund governance. Shareholder approval for the sub-advisory agreement and the 'manager of managers' structure is mandated by regulations designed to protect investor interests. The adoption of the 'manager of managers' structure itself is a regulatory mechanism that can streamline future operational adjustments.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote on the three proposals at the Special Meeting on September 10, 2025.

Key Dates

• 2025-08-07: DEF 14A Filing — This filing officially informs shareholders of the upcoming special meeting and the proposals to be voted upon, initiating the proxy voting period.
• 2025-09-10: Special Meeting of Shareholders — Shareholders will vote on the proposed new sub-advisory agreement and the 'manager of managers' structure, which are critical for the future management and operational flexibility of the LDR Real Estate Value-Opportunity Fund.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company when soliciting shareholder votes on important matters, such as mergers, acquisitions, or changes in corporate governance. (This is the document containing the information shareholders need to make informed decisions about the proposals presented by World Funds Trust.)

Sub-adviser

An investment management firm hired by the primary investment adviser to manage a portion of a fund's assets or a specific investment strategy. (American Assets Capital Advisers, LLC is proposed to become the new sub-adviser for the LDR Real Estate Value-Opportunity Fund.)

Manager of Managers Structure

A fund structure where the board of trustees has the authority to appoint, evaluate, and terminate sub-advisers without requiring shareholder approval for each change, provided certain conditions are met. (Proposal 2 seeks to adopt this structure to provide the Board with greater flexibility in managing the fund's sub-advisers.)

Adviser

The primary investment management company responsible for overseeing the fund's overall investment strategy and operations. (LDR Capital Management, LLC is the current adviser to the LDR Real Estate Value-Opportunity Fund.)

Year-Over-Year Comparison

This filing is a definitive proxy statement (DEF 14A) focused on governance and management changes for the LDR Real Estate Value-Opportunity Fund, rather than a typical annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The key focus is on seeking shareholder approval for a new sub-advisory relationship and a 'manager of managers' structure, which represent significant shifts in the fund's operational and strategic oversight compared to previous filings that may have focused on performance or standard operational updates.

Key Financial Figures

• $30,000 — cost of these services is approximately $30,000 and will be paid by the Fund. In addit
• $149.5 million — the SEC in 2014, and had approximately $149.5 million in assets under management as of Decemb
• $149.5 million — the SEC in 2014, and had approximately $149.5 million in assets under management as of Decemb

Filing Documents

• wft-def14a_091025.htm (DEF 14A) — 265KB
• wftdef14a001.jpg (GRAPHIC) — 12KB
• wftdef14a002.jpg (GRAPHIC) — 9KB
• wftdef14a003.jpg (GRAPHIC) — 13KB
• wftdef14a004.jpg (GRAPHIC) — 1KB
• wftdef14a005.jpg (GRAPHIC) — 2KB
• wftdef14a006.jpg (GRAPHIC) — 2KB
• wftdef14a007.jpg (GRAPHIC) — 2KB
• wftdef14a008.jpg (GRAPHIC) — 1KB
• wftcover001.jpg (GRAPHIC) — 12KB
• wftcover002.jpg (GRAPHIC) — 1KB
• 0001999371-25-010805.txt ( ) — 346KB
• S000046323
• C000144756 (HLRRX)
• C000144757 (HLPPX)
• C000190954 (HLZZX)

From the Filing

DEF 14A 1 wft-def14a_091025.htm DEFINITIVE PROXY STATEMENT 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: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Sec. 240.14a-12 World Funds Trust (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transactions applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: LDR Real Estate Value-Opportunity Fund (the “Fund”) World Funds Trust 8730 Stony Point Parkway, Suite 205 Richmond, Virginia 23235 August 7, 2025 Dear Shareholder: The Board of Trustees (the “Board”) of the LDR Real Estate Value-Opportunity Fund (the “Fund”), a series of World Funds Trust (the “Trust”), has scheduled a special meeting (the “Special Meeting”) of shareholders to be held on September 10, 2025, at 11:00 a.m. Eastern time, at the offices of the Fund’s administrator, Commonwealth Fund Services, Inc, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235. The Special Meeting is being held to seek shareholder approval of three proposals (the “Proposals”) discussed below and in the accompanying Proxy Statement. PROPOSAL 1: To approve a new investment sub-advisory agreement between LDR Capital Management, LLC (the “Adviser”) and American Assets Capital Advisers, LLC (“Sub-Adviser”), for the Sub-Adviser to serve as sub-adviser to the Fund (the “Sub-Advisory Agreement”). PROPOSAL 2: To approve the use of a “manager of managers” structure whereby LDR Capital Management, LLC (the “Adviser”), with the approval of the Board of Trustees (the “Board”) of the Trust, would be able to hire and replace and materially amend agreements with unaffiliated sub-advisers without shareholder approval. PROPOSAL 3: To transact any other business, not currently contemplated, that may properly come before the meeting in the discretion of the proxies and their substitutes. Proposal 1 relates to the proposed transaction whereby the Altegris/AACA Opportunistic Real Estate Fund (the “Target Fund”), a series of Northern Lights Fund Trust, will be reorganized into the Fund (the “Reorganization”). Pursuant to the terms of an agreement and plan of reorganization, the Fund will purchase all of the assets and liabilities of the Target Fund in exchange for shares of the Fund. Proposal 1 is contingent upon shareholders of the Target Fund approving the Reorganization. If the Reorganization is not approved, then the Fund will no longer seek shareholder approval of Proposal 1. Approval of Proposal 2 would authorize the Board and the Adviser to rely on an exemptive order issued by the Securities and Exchange Commission (or any similar future law, regulation, or exemptive order, if permitted), which permits the Adviser, under certain circumstances and with approval of the Board, to enter into, terminate, and/or materially amend agreements with unaffiliated subadvisors on behalf of the Fund without obtaining shareholder approval. Proposal 2 is not contingent on approval of the Reorganization by the shareholders of the Target Fund. As of this date, the Trust is seeking the exemptive order but the exemptive order has not been granted yet. Accordingly, the Trust and Adviser will not be able to rely on such exemptive relief unless or until the exemptive order has been granted. If Proposal 1 is not approved, but Proposal 2 is approved, the Adviser and the Fund could potentially hire AACA pursuant to the exemptive relief. However, it is not known at this time if t

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View this DEF 14A filing on SEC EDGAR