SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ
Filed by a Party other than the Registrant o

World Funds Trust

Dear Shareholder:

     A Special Meeting of the Shareholders of the REMS Funds, each a portfolio series of the World Funds Trust (the “Trust”), will be held on April 5, 2018 at 9:00 a.m., Eastern Time at the offices of the Trust: 8720 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.

     The Trust’s Board of Trustees is seeking your vote for the approval of (i) revisions to the REMS Funds’ fundamental investment restrictions; and (ii) a new investment advisory agreement for the REMS Funds. These proposals are designed, to modernize and streamline the REMS Funds’ operations and to harmonize the advisory agreements and investment restrictions of all the REMS Family of Funds. Each REMS Fund that is the subject of this proxy was organized by different registrants, at different times and through different service providers. As a result, each of these REMS Fund’s fundamental policies and contractual arrangements lack consistency across the fund complex. While these differences have not impacted the operations of REMS, the Board of Trustees of the Trust believes, after discussions with Real Estate Management Services Group, LLC, the investment adviser to the REMS Funds (“REMS”), and Trust management, that the REMS Funds and Investors would benefit if initiatives were undertaken to provide uniformity amongst the Funds. No changes are being made to the existing investment process or principal investment strategies of any of the REMS Funds as a result of this proxy.

     Additionally, in regard to the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Fund, REMS has proposed and the Board has agreed to reduce the management fee for the REMS Real Estate Value-Opportunity Fund from 1.00% to 0.90% and the REMS Real Estate Income 50/50 Fund from 0.50% to 0.45%. The reduced management fees will be effective on May 1, 2018.

     We urge you to complete, sign and return the enclosed proxy card promptly. A postage-paid envelope is enclosed for this purpose. Whether or not you plan to be present at the meeting, your vote is important and you are, therefore, strongly encouraged to return a proxy card for the REMS Funds.

     If your shares are held in street name, only your bank or broker can vote your shares and generally only upon receipt of your specific instructions. Please contact the person responsible for your account and instruct him or her to execute a proxy card today.

     We look forward to receiving your proxy so that your shares may be voted at the meeting.

Sincerely,

/s/ David A. Bogaert

David A. Bogaert,
President

To Shareholders of the REMS Funds:

     Notice is hereby given that a special meeting of the shareholders (the “Special Meeting”) of the REMS Funds, each a portfolio series of the World Funds Trust (the “Trust”) will be held on April 5, 2018 at the offices of the Trust (8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235), at 9:00 a.m., Eastern Time, for the following purposes, which are more fully described in the accompanying Proxy Statement:

To transact such other business as may properly come before the Special Meeting and any postponement or adjournment thereof.

     The Board of Trustees recommends that you vote FOR each Proposal identified in this Proxy Statement. The Board of Trustees of the Trust has fixed the close of business on February 14, 2018 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Copies of these proxy materials, including this notice of the Special Meeting, the Proxy Statement, and the proxy card, also are available to you at http://www.theworldfundstrust.com/_______. Information on how to obtain directions to attend the Special Meeting and vote in person can be obtained by calling 1-800-673-0550.

     We urge you to mark, sign, date and mail the enclosed proxy in the postage-paid envelope provided as soon as possible so that you will be represented at the Special Meeting. If you desire to vote in person at

the Special Meeting, you may revoke your proxy at any time before it is exercised. Your vote is important no matter how many shares you own. In order to avoid the additional expense of further solicitation, we ask your cooperation in completing your proxy card promptly.

By order of the Board of Trustees of the Trust,

/s/ David A. Bogaert

David A. Bogaert,
President

February __, 2018

     The enclosed proxy is solicited by the Board of Trustees (the “Board”) of the World Funds Trust (the “Trust”) for use at the Special Meeting of Shareholders (the “Special Meeting”) of the REMS Funds to be held on April 5, 2018 at 9:00 a.m., Eastern Time, and any postponement or adjournment thereof, for action upon the matters set forth in the accompanying Notice of the Special Meeting of Shareholders (the “Notice”). Shareholders of record at the close of business on February 14, 2018 are entitled to be present and to vote at the Special Meeting or any postponed or adjourned session thereof. The Notice, this Proxy Statement and the enclosed proxy card are first being mailed to shareholders on approximately February ___, 2018.

Each whole share of each share class of the REMS Funds is entitled to one vote as to any matter on which it is entitled to vote and each fractional share of each share class is entitled to a proportionate fractional vote. Shares represented by your duly executed proxy will be voted in accordance with your instructions. If no instructions are made on a submitted proxy, the proxy will not be voted FOR and the submitted proxy will be counted for purposes of attaining a quorum but will have the effect of a vote against each Proposal.

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APPROVAL OF REVISED FUNDAMENTAL INVESTMENT RESTRICTIONS

Revisions to the REMS Funds’ Fundamental Investment Restrictions

The Investment Company Act of 1940, as amended (the “1940 Act”) requires all mutual funds, including the REMS Funds, to adopt certain investment restrictions as "fundamental" restrictions. Fundamental restrictions may be modified or eliminated only with the approval of the requisite vote of the REMS Funds’ outstanding voting securities.

By way of background, in 1996, Congress enacted the National Securities Markets Improvement Act of 1996 (“NSMIA”), which preempted state “blue sky” securities regulation of all mutual funds. Since some of the investment restrictions initially adopted by the REMS Funds were imposed by the states, these investment restrictions no longer apply. Additionally, some of the REMS Funds’ other investment restrictions are more restrictive than the 1940 Act requires.

As a result, and following discussions with Real Estate Management Services Group, LLC (the “Adviser”) and Trust management, the Trustees have reviewed the REMS Funds’ current fundamental investment restrictions and have recommended that several of the fundamental restrictions be eliminated or amended in order to increase the flexibility of the REMS Funds, modernize the restrictions, conform the restrictions so that all funds within the REMS Family of Funds will share the same set of restrictions, and preserve the ability of the REMS Funds to respond to favorable future legal, regulatory, market or technical changes.

While the increased flexibility may mean that the REMS Funds will be subject to greater risk, the Trustees do not anticipate that the proposed changes, individually or in the aggregate, will change the overall level of risk associated with investing in the REMS Funds. Furthermore, the Trustees want to assure you that these amendments do not indicate a departure from the principal investment objective and strategies long held by the REMS Funds’ management. Should the proposals be approved by shareholders, it is anticipated that they would become effective on or about April 30, 2018.

Each of the investment restrictions proposed to be amended or eliminated, as well as the reason for each proposal, is provided below. Each REMS Fund has different restrictions and they are each discussed in Proposals 1A through 1C below.

Proposal 1A – REMS Real Estate Value-Opportunity Fund

NOTE – If you are a shareholder of the REMS Real Estate Income 50/50 Fund, please see the information relating to that Fund under Proposal 1B beginning on page ____. If you are a shareholder of the REMS International Real Estate Value-Opportunity Fund, please see the information under Proposal 1C beginning on page _____.

To amend the restriction that currently provides that the REMS Real Estate Value-Opportunity Fund will not:

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The REMS Real Estate Value-Opportunity Fund combines a restriction on senior securities and borrowing and, for ease of administration, each topic will be revised as a stand-alone restriction.

The revisions to the fundamental restriction on borrowing are to provide the REMS Real Estate Value-Opportunity Fund with maximum flexibility that is available under applicable law. The 1940 Act currently permits a fund to borrow up to an amount that has 300% asset coverage, which effectively permits a fund to borrow up to one-third of its assets measured after the borrowing, plus an additional 5% for temporary purposes. While the REMS Real Estate Value-Opportunity Fund’s investment restriction tracks current law, it would not provide the REMS Real Estate Value-Opportunity Fund with maximum flexibility in the event of revisions to the current law. Further, revisions to this fundamental investment restriction would allow the REMS Family of Funds to have identical restrictions in this area.

The revision to the fundamental restriction on senior securities would provide some flexibility for the REMs Real Estate Value-Opportunity Fund and would allow the REMS Family of Funds to have identical restrictions in this area.

A “senior security” is an obligation of a fund with respect to its earnings or assets that takes precedence over the claims of the fund’s shareholders with respect to the same earnings. SEC staff interpretations allow a fund to engage in a number of types of transactions that could raise senior securities issues, provided that they meet certain collateral requirements designed to protect shareholders. For example, short sales, certain options and futures transactions, reverse repurchase agreements and any securities transactions that obligate a fund to pay money at a future date (such as when-issued, forward commitment, or delayed delivery transactions) are permitted investments that may raise these issues.

To amend the fundamental investment restriction that provides that the REMS Real Estate Value-Opportunity Fund will not:

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The SEC currently permits loans of mutual funds’ securities up to one-third of its assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. The revisions would continue to allow the REMS Real Estate Value-Opportunity Fund to participate in securities lending should it determine to do so. Further, the revisions would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.A.3.     Underwriting

The revisions to this fundamental restriction are to provide the REMS Real Estate Value-Opportunity Fund with maximum flexibility that is available under applicable law. Further, the suggested revision would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.A.4.    Real Estate

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Value-Opportunity Fund:

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Proposal 1.A.5.    Commodities

The proposed restriction, while continuing to prohibit the purchase of physical commodities, would expand the ability of the REMS Real Estate Value-Opportunity Fund to purchase and sell futures contracts and options on futures. Such strategies are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors. Consistent with the requirements of the 1940 Act, the proposed restriction prohibits only the purchase of physical commodities; it does not limit the Fund’s purchase or sale of derivatives that have a value tied to the value of a financial index, financial instruments or other asset and allows investments for both hedging and non-hedging purposes. The REMS Real Estate Value-Opportunity Fund may enter into these transactions or purchase such instruments consistent with its investment objectives and strategies.

In the event that this revision is approved, the REMS Real Estate Value-Opportunity Fund would have authority to make investments in each of these areas, all of which may have certain risks associated with them. Although management of the REMS Real Estate Value-Opportunity Fund currently does not invest in such derivative instruments, the REMS Real Estate Value-Opportunity Fund would be allowed to engage in such activity in the future without shareholder approval.

To the extent the REMS Real Estate Value-Opportunity Fund invests in these derivative instruments, the Fund would be subject to certain risks. These risks include possible default by the other party to the transaction, illiquidity, and to the extent the REMS Real Estate Value-Opportunity Fund’s view as to certain market movements is incorrect, the risk that the use of such transactions could result in losses greater than if they had not been used. The use of such options may result in losses to the REMS Real Estate Value-Opportunity Fund, force the sale or purchase of securities at inopportune times or for prices other than current market values, limit the amount of appreciation the Fund can realize on its investments or cause the Fund to hold a security it might otherwise sell. The ability of the REMS Real Estate Value-Opportunity Fund to engage in futures contracts and options on futures will be subject to applicable rules of the

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Commodity Futures Trading Commission (“CFTC”). Additionally, income and gains from certain commodity-related derivatives are not qualifying income under Subchapter M of the Internal Revenue Code. As a result, the REMS Real Estate Value-Opportunity Fund’s ability to invest directly in commodity-linked derivatives as part of its investment strategy is limited by the requirement that it receive no more than 10% of its gross income from such investments.

The revisions are intended to provide the REMS Real Estate Value-Opportunity Fund with maximum flexibility as well as allowing the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.A.6.    Concentration

The revisions are intended to provide the REMS Real Estate Value-Opportunity Fund with maximum flexibility to pursue the investment strategies contained in the prospectus, as well as allowing the REMS Family of Funds to have identical restrictions in this area.

For purposes of this fundamental restriction regarding industry concentration, the Board considers a company to be principally engaged in the real estate industry if: (i) at least 50% of its assets, gross income or net profits are attributable to ownership, financing, construction, management, or sale of residential, commercial or industrial real estate, including listed equity REITs and other real estate operating companies that either own property or make construction or mortgage loans, real estate developers, companies with substantial real estate holdings and other companies whose products and services are related to the real estate industry. Other real estate related investments may include but are not limited to commercial or residential mortgage backed securities, commercial property whole loans, and other types of equity and debt securities related to the real estate industry. Currently, the 1940 Act laws, interpretations and exemptions consider a mutual fund to concentrate if it invests at least 25% of its assets in a particular industry or industries. The definition of a company principally engaged in the real estate industry may be revised, with Board approval.

Diversification (Not a shareholder voting Item)

Note that the REMS Real Estate Value-Opportunity Fund currently has a policy on diversification that states that the Fund is non-diversified. REMS has proposed, and the Board has approved, changing the status of the REMS Real Estate Value-Opportunity Fund to diversified. This modification does not require shareholder approval. As a result of this change, the new fundamental policy for the REMS Real Estate Value-Opportunity Fund relating to diversification would indicate that the REMS Real Estate Value-Opportunity Fund:

Is a diversified fund as that term is defined in the 1940 Act.

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The Trust will include supplemental information in its disclosures describing what it means to be diversified under the 1940 Act. That supplemental information will indicate that as a diversified company under the 1940 Act, the Fund may not own more than 10% of the outstanding voting securities of any one issuer and, as to seventy-five percent (75%) of the value of its total assets, the Fund may not purchase the securities of any one issuer (except cash items and “government securities” as defined under the 1940 Act), if immediately after and as a result of each such purchase, the combined value of all purchases of the holdings of each Fund in the securities of such issuer (calculated separately for each purchase based on the percentage of total assets it constituted at the time of purchase) would exceed 5% of the value of the Fund’s total assets. Subsequent changes in the market value of each security or other property purchased after the time it was purchased do not affect this calculation.

Again, no vote is required with respect to this change from being non-diversified to being diversified for purposes of the 1940 Act.

Note that Proposal 1A is not contingent on the approval by shareholders of Proposals 1B, 1C or 2. In other words, shareholders may approve Proposal 1A and none of the other proposals and Proposal 1A would still become effective.

Required Vote. Approval of Proposal 1A requires the vote of the “majority of the outstanding voting securities” of the REMS Real Estate Value-Opportunity Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

Proposal 1B – REMS Real Estate Income 50/50 Fund

NOTE – If you are a shareholder of the REMS Real Estate Value-Opportunity Fund, please see the information relating to that Fund under Proposal 1A beginning on page _____. If you are a shareholder of the REMS International Real Estate Value-Opportunity Fund, please see the information under Proposal 1C beginning on page ____.

Proposal 1.B.1.    Investing for Control

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

invest in companies for the purpose of exercising management or control.

The restriction on investing in a security for the purpose of obtaining or exercising control over the issuer was based on the requirements formerly imposed by state “blue sky” regulators, as a condition to registration. As a result of NSMIA, this restriction is no longer required and it may be eliminated from the REMS Real Estate Income 50/50 Fund’s fundamental investment restrictions.

The REMS Real Estate Income 50/50 Fund would remain subject to the applicable provisions of the 1940 Act that restrict the ability of an investment company to invest for control. Certain of those provisions are described below under “diversification” and other provisions in the 1940 Act address limitations on investment by one investment company in another investment company. Management of the REMS Real Estate Income 50/50 Fund does not anticipate making investments that are for the purposes of exercising voting control over any issuer.

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Proposal 1.B.2.    Investment in Other Investment Companies

Applicable federal law currently does not require the REMS Real Estate Income 50/50 Fund to have a fundamental restriction on investments in other investment companies. The elimination of this fundamental restriction is to provide the Fund with maximum flexibility to pursue the investment strategies contained in the prospectus. The Fund would remain subject to the applicable provisions of the 1940 Act and SEC interpretations regarding investments in other investment companies.

Proposal 1.B.3.    Commodities

The proposed restriction, while continuing to prohibit the purchase of physical commodities, would allow the REMS Real Estate Income 50/50 Fund to invest in commodities including the purchase and sell futures contracts and options on futures. Such strategies are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors. Consistent with the requirements of the 1940 Act, the proposed restriction prohibits only the purchase of physical commodities; it does not limit the Fund’s purchase or sale of derivatives that have a value tied to the value of a financial index, financial instruments or other asset and allows investments for both hedging and non-hedging purposes. The REMS Real Estate Income 50/50 Fund may enter into these transactions or purchase such instruments consistent with its investment objectives and strategies.

In the event that this revision is approved, the REMS Real Estate Income 50/50 Fund would have authority to make investments in each of these areas, all of which may have certain risks associated with them. Although management of the REMS Real Estate Income 50/50 Fund currently does not invest in such derivative instruments, the REMS Real Estate Income 50/50 Fund would be allowed to engage in such activity in the future without shareholder approval.

To the extent the REMS Real Estate Income 50/50 Fund invests in these derivative instruments, the Fund would be subject to certain risks. These risks include possible default by the other party to the transaction, illiquidity, and to the extent the REMS Real Estate Income 50/50 Fund’s view as to certain market movements is incorrect, the risk that the use of such transactions could result in losses greater than if they had not been used. The use of such options may result in losses to the REMS Real Estate Income 50/50 Fund, force the sale or purchase of securities at inopportune times or for prices other than current market values, limit the amount of appreciation the Fund can realize on its investments or cause the Fund to hold a security it might otherwise sell. The ability of the REMS Real Estate Income 50/50 Fund to engage in futures contracts and options on futures will be subject to applicable rules of the Commodity Futures Trading Commission (“CFTC”). Additionally, income and gains from certain commodity-related derivatives are not qualifying income under Subchapter M of the Internal Revenue Code. As a result, the

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REMS Real Estate Income 50/50 Fund’s ability to invest directly in commodity-linked derivatives as part of its investment strategy is limited by the requirement that it receive no more than 10% of its gross income from such investments.

The revisions are intended to provide the REMS Real Estate Income 50/50 Fund with maximum flexibility to pursue the investment strategies contained in the prospectus, as well as allowing the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.B.4.    Oil, Gas and Mineral Investments

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

invest in interests in oil, gas, or other mineral explorations or development programs.

Restrictions on purchasing or selling interests in oil, gas, etc. are based on the requirements formerly imposed by state “blue sky” regulators as a condition to registration. As a result of the NSMIA, this restriction is no longer required and may be eliminated.

Proposal 1.B.5.    Purchase Securities on Margin

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

Purchase securities on margin, except for use of short-term credits as necessary for the clearance of purchase of portfolio securities;

The restriction on margin activities were based on the requirements formerly imposed by state “blue sky” regulators as a condition to registration. As a result of NSMIA, the restriction is no longer a condition to registration. As such, this restriction is no longer required and may be eliminated. The elimination of this fundamental investment restriction is intended to provide the REMS Real Estate Income 50/50 Fund with maximum flexibility to pursue the investment strategies contained in the prospectus. The REMS Real Estate Income 50/50 Fund would remain subject to the applicable provisions of the 1940 Act relating to the purchase of securities on margin.

Proposal 1.B.6.    Senior Securities

To amend the restriction that currently provides that the REMS Real Estate Income 50/50 Fund will not:

Issue senior securities, (except the Fund may engage in transactions such as those permitted by the SEC release IC-10666).

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Income 50/50 Fund:

May not issue any senior securities to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The revision to the fundamental restriction on senior securities would provide some flexibility for the REMS Real Estate Income 50/50 Fund and would allow the REMS Family of Funds to have identical restrictions in this area.

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A “senior security” is an obligation of a fund with respect to its earnings or assets that takes precedence over the claims of the fund’s shareholders with respect to the same earnings. SEC staff interpretations allow a fund to engage in a number of types of transactions that could raise senior securities issues, provided that they meet certain collateral requirements designed to protect shareholders. For example, short sales, certain options and futures transactions, reverse repurchase agreements and any securities transactions that obligate a fund to pay money at a future date (such as when-issued, forward commitment, or delayed delivery transactions) are permitted investments that may raise these issues.

Proposal 1.B.7.    Underwriting

To amend the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund will not:

Act as an underwriter of securities of other issuers, except that the Fund may invest up to 10% of the value of its total assets (at the time of investment) in portfolio securities which the Fund might not be free to sell to the public without registration of such securities under the Securities Act of 1933, as amended (the “1933 Act”), or any foreign law restricting distribution of securities in a country of a foreign issuer;

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Income 50/50 Fund may not:

underwrite securities issued by others except to the extent the Fund may be deemed to be an underwriter under the federal securities laws, in connection with the disposition of portfolio securities.

The revisions to this fundamental restriction are to provide the REMS Real Estate Income 50/50 Fund with maximum flexibility that is available under applicable law. Further, the suggested revision would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.B.8.    Joint and Several Trading Accounts

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

participate on a joint or a joint and several basis in any securities trading account.

Restrictions on joint and several trading accounts were based on the requirements formerly imposed by state “blue sky” regulators as a condition to registration. As a result of NSMIA, this restriction is no longer required and may be eliminated. Additionally, the 1940 Act and rules thereunder limit this type of transaction to the extent the REMS Real Estate Income 50/50 Fund may participate in a trading account jointly with an affiliate. Except in those transactions that either the 1940 Act or the SEC has deemed, with the proper level of board oversight, to pose no problems of over-reaching by the affiliate, the Fund would be required to seek an exemptive order from the SEC before engaging in the type of activity covered by this restriction. Because the 1940 Act and related regulations adequately protect the REMS Real Estate Income 50/50 Fund and its shareholders, there is no need to maintain this restriction.

Proposal 1.B.9.    Short Sales

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

engage in short sales.

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The Fund does not currently engage in short selling and REMS does not contemplate causing the Fund to engage in short selling at this time. Notwithstanding, the fundamental investment restriction on selling securities short was based on the requirements formerly imposed by state “blue sky” regulators as a condition to registration. As a result of NSMIA, this restriction is no longer applicable and may be eliminated. The REMS Real Estate Income 50/50 Fund would remain subject to applicable provisions of the 1940 Act on short sales. Generally, consistent with the 1940 Act, the REMS Real Estate Income 50/50 Fund would be permitted only to engage in short sale transactions “against the box,” meaning that the Fund could sell short a security that it already owns.

In the event that this restriction is eliminated the REMS Real Estate Income 50/50 Fund would have the authority to engage in short sales. Short sales have certain risks associated with them. Although management of the REMS Real Estate Income 50/50 Fund currently does not engage in short sales, the Fund would be allowed to do so in the future without shareholder approval.

Short sales involve costs and risks. A fund must pay the lender interest on the security it borrows, and the fund will lose money if the price of the security increases between the time of the short sale and the date when the fund replaces the borrowed security.

Proposal 1.B.10.    Real Estate

To amend the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund will not:

Purchase or sell real estate, provided that liquid securities of companies which deal in real estate or interests therein would not be deemed to be an investment in real estate.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Income 50/50 Fund:

May not purchase or sell real estate except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The REMS Funds would benefit from having identical restrictions on real estate and a restriction that provides more flexibility. The proposed restriction would allow the REMS Real Estate Income 50/50 Fund to acquire or lease office space for its own use, although it may not be anticipated that the Fund would do so. The proposed restriction would also permit the Fund to hold and sell real estate acquired as a result of the ownership of securities (for example, the Fund will continue to be able to invest in mortgage-backed securities, mortgage participations, REITs or other instruments supported by interests in real estate).

Proposal 1.B.11.    Diversification

To amend the fundamental investment restrictions of the REMS Real Estate Income 50/50 Fund relating to diversification under the 1940 Act. The REMS Real Estate Income 50/50 Fund has two fundamental investment policies relating to diversification under the 1940 Act. One of its fundamental investment policies indicates that the REMS Real Estate Income 50/50 Fund may not purchase any security if, as a result of such purchase less than 75% of the assets of the Fund would consist of cash and cash items, U.S. government securities, securities of other investment companies, and securities of issuers in which the Fund has not invested more than 5% of its assets. The other fundamental investment policy indicates that the REMS Real Estate Income 50/50 Fund may not purchase the securities of any issuer (other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 10% of the outstanding voting securities of any issuer would be held by the Fund. These policies have been in place since the inception of the REMS Real Estate Income 50/50 Fund (and its predecessor).

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When the investment adviser assumed investment advisory responsibilities for the REMS Real Estate 50/50 Income Fund on April 4, 2011, the prospectus and statement of additional information were revised and they inadvertently included disclosure indicating that the Fund was non-diversified.

Thus, the Fund has conflicting disclosure relating to its diversification status. As a matter of operations, the REMS Real Estate Income 50/50 Fund has, despite the conflicting disclosure, always operated as a diversified mutual fund. The Trust will correct the conflicting disclosure by removing the disclosure that indicates that the REMS Real Estate Income 50/50 Fund is non-diversified. The Trust also intends to revise its policy regarding its diversified status to align more closely with the style of articulation of fundamental policies in the other proposals contained in this proxy statement. By indicating that the REMS Real Estate Income 50/50 Fund is diversified as that term is defined in the 1940 Act. Accordingly, this proposal is to amend the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

purchase any security if, as a result of such purchase less than 75% of the assets of the Fund would consist of cash and cash items, U.S. government securities, securities of other investment companies, and securities of issuers in which the Fund has not invested more than 5% of its assets;

and it may not:

purchase the securities of any issuer (other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 10% of the outstanding voting securities of any issuer would be held by the Fund;

If the proposed amendment is approved by shareholders, the fundamental restrictions noted above would be deleted and the new fundamental policy for the REMS Real Estate Income 50/50 Fund relating to diversification would be revised to indicate that the REMS Real Estate Income 50/50 Fund:

Is a diversified fund as that term is defined in the 1940 Act.

The Trust will include supplemental information in its disclosures describing what it means to be diversified under the 1940 Act. That supplemental information will indicate that as a diversified company under the 1940 Act, the Fund may not own more than 10% of the outstanding voting securities of any one issuer and, as to seventy-five percent (75%) of the value of its total assets, the Fund may not purchase the securities of any one issuer (except cash items and “government securities” as defined under the 1940 Act), if immediately after and as a result of each such purchase, the combined value of all purchases of the holdings of each Fund in the securities of such issuer (calculated separately for each purchase based on the percentage of total assets it constituted at the time of purchase) would exceed 5% of the value of the Fund’s total assets. Subsequent changes in the market value of each security or other property purchased after the time it was purchased do not affect this calculation.

Proposal 1.B.12.    10% Ownership of Securities of Another Issuer

To eliminate the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund may not:

Purchase the securities of any issuer (other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 10% of the outstanding voting securities of any issuer would be held by the Fund

Applicable federal law does not require the REMS Real Estate Income 50/50 Fund to have a fundamental investment restriction regarding 10% ownership.

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Proposal 1.B.13.    Loans

To amend the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund will not:

make loans.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Income 50/50 Fund may not:

make loans to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The SEC currently permits loans of mutual funds’ securities up to one-third of its assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. The revisions would allow the REMS Real Estate Income Fund to engage in securities lending should it determine to do so whereas it previously was not able to do so. At this time, management of the REMS Real Estate Income 50/50 Fund does not anticipate that the Fund would engage in securities lending activities. Further, the revisions would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.B.14.    Concentration

To amend the fundamental investment restriction that provides that the REMS Real Estate Income 50/50 Fund:

concentrates its investments in real estate securities.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS Real Estate Income 50/50 Fund:

will concentrate (as that term may be defined or interpreted by the 1940 Act laws, interpretations and exemptions) its investments in the securities of companies principally engaged in the real estate industry and other real estate related investments.

The revisions are intended to provide the REMS Real Estate Income 50/50 Fund with maximum flexibility to pursue the investment strategies contained in the prospectus, as well as allowing the REMS Family of Funds to have identical restrictions in this area.

For purposes of this fundamental restriction regarding industry concentration, the Board considers a company to be principally engaged in the real estate industry if: (i) at least 50% of its assets, gross income or net profits are attributable to ownership, financing, construction, management, or sale of residential, commercial or industrial real estate, including listed equity REITs and other real estate operating companies that either own property or make construction or mortgage loans, real estate developers, companies with substantial real estate holdings and other companies whose products and services are related to the real estate industry. Other real estate related investments may include but are not limited to commercial or residential mortgage backed securities, commercial property whole loans, and other types of equity and debt securities related to the real estate industry. Currently, the 1940 Act laws, interpretations and exemptions consider a mutual fund to concentrate if it invests at least 25% of its assets in a particular industry or industries. The definition of a company principally engaged in the real estate industry may be revised, with Board approval.

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Proposal 1.B.15.    Borrowing

To amend the restriction that currently provides that the REMS Real Estate Income 50/50 Fund:

may only borrow money subject to the requirements of the 1940 Act and then only in an amount up to 30% of the value of its total assets, provided that the Fund maintains asset coverage of 300% in connection with all borrowings. In addition, the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary or emergency purposes.

If the proposed amendment is approved by shareholders, the restriction would read that:

The Fund may not borrow money except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The revisions are to provide the REMS Real Estate Income 50/50 Fund with maximum flexibility that is available under applicable law. The 1940 Act currently permits a fund to borrow up to an amount that has 300% asset coverage, which effectively permits a fund to borrow up to one-third of its assets measured after the borrowing, plus an additional 5% for temporary purposes. While the REMS Real Estate Income 50/50 Fund’s investment restriction tracks current law, it would not provide the REMS Real Estate Income 50/50 Fund with maximum flexibility in the event of revisions to the current law. Further, revisions to this fundamental investment restriction would allow the REMS Family of Funds to have identical restrictions in this area.

Note that Proposal 1B is not contingent on the approval by shareholders of Proposals 1A, 1C, or 2. In other words, shareholders may approve Proposal 1B and none of the other proposals and Proposal 1B would still become effective.

Required Vote.  Approval of Proposal 1B requires the vote of the “majority of the outstanding voting securities” of the REMS Real Estate Income 50/50 Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

Proposal 1C – REMS International Real Estate Value-Opportunity Fund

NOTE – If you are a shareholder of the REMS Real Estate Value-Opportunity Fund, please see the information relating to that Fund under Proposal 1A beginning on page ____. If you are a shareholder of the REMS Real Estate Income 50/50 Fund, please see the information under Proposal 1B beginning on page _____.

Proposal 1C.1    Borrowing

To amend the restriction that currently provides that the REMS International Real Estate Value-Opportunity Fund will not:

borrow money, except: (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase transactions, provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase transactions.

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If the proposed amendment is approved by shareholders, the restriction would read that:

The Fund may not borrow money except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The revisions are to provide the REMS International Real Estate Value-Opportunity Fund with maximum flexibility that is available under applicable law. The 1940 Act currently permits a fund to borrow up to an amount that has 300% asset coverage, which effectively permits a fund to borrow up to one-third of its assets measured after the borrowing, plus an additional 5% for temporary purposes. While the REMS International Real Estate Value-Opportunity Fund’s investment restriction tracks current law, it would not provide the REMS International Real Estate Value-Opportunity Fund with maximum flexibility in the event of revisions to the current law. Further, revisions to this fundamental investment restriction would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.C.2.    Senior Securities

To amend the restriction that currently provides that the REMS International Real Estate Value-Opportunity will not:

issue senior securities. This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by the Fund, provided that the Fund’s engagement in such activities is consistent with or permitted by the 1940 Act, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund:

The Fund may not issue any senior securities to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The revision to the fundamental restriction on senior securities would provide some flexibility for the REMS International Real Estate Value-Opportunity Fund and would allow the REMS Family of Funds to have identical restrictions in this area.

A “senior security” is an obligation of a fund with respect to its earnings or assets that takes precedence over the claims of the fund’s shareholders with respect to the same earnings. SEC staff interpretations allow a fund to engage in a number of types of transactions that could raise senior securities issues, provided that they meet certain collateral requirements designed to protect shareholders. For example, short sales, certain options and futures transactions, reverse repurchase agreements and any securities transactions that obligate a fund to pay money at a future date (such as when-issued, forward commitment, or delayed delivery transactions) are permitted investments that may raise these issues.

Proposal 1.C.3.    Loans

To amend the fundamental investment restriction that provides that the REMS International Real Estate Value-Opportunity Fund will not:

make loans, except through loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers ‘acceptances or similar instruments will not be considered the making of a loan.

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If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund may not:

make loans to others, except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

The SEC currently permits loans of mutual funds’ securities up to one-third of its assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. The revisions would continue to allow the REMS International Real Estate Value-Opportunity Fund to participate in securities lending should it determine to do so. Further, the revisions would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.C.4.    Underwriting

To amend the fundamental investment restriction that provides that the REMS International Real Estate Value-Opportunity Fund will not:

engage in the business of underwriting securities of other issuers, except to the extent that the Fund might be considered an underwriter under the federal securities laws in connection with its disposition of portfolio securities.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund may not:

underwrite securities issued by others except to the extent the Fund may be deemed to be an underwriter under the federal securities laws, in connection with the disposition of portfolio securities.

The revisions to this fundamental restriction are to provide the REMS International Real Estate Value-Opportunity Fund with maximum flexibility that is available under applicable law. Further, the suggested revision would allow the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.C.5.    Real Estate

To amend the fundamental investment restriction that provides that the REMS International Real Estate Value-Opportunity Fund will not:

purchase or sell real estate, except that investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation, and except that the Fund may exercise rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner. The Fund does not consider securities issued by companies which invest in real estate or interests therein, or securities directly or indirectly secured by real estate or interests therein to be investments in real estate.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund:

May not purchase or sell real estate except as permitted under the 1940 Act, and as interpreted or modified by regulatory authority having jurisdiction, from time to time.

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The REMS Funds would benefit from having identical restrictions on real estate and a restriction that provides more flexibility. The proposed restriction would allow the REMS International Real Estate Value-Opportunity Fund to acquire or lease office space for its own use, although it may not be anticipated that the Fund would do so. The proposed restriction would also permit the Fund to hold and sell real estate acquired as a result of the ownership of securities (for example, as the holder of a bond in a company that goes bankrupt).

Proposal 1.C.6.    Commodities

To amend the fundamental investment restriction that provides that the REMS International Real Estate Value-Opportunity Fund will not:

purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but the Fund may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.

If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund may:

invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder or by the SEC or other regulatory agency with authority over the Fund.

The proposed restriction, while continuing to prohibit the purchase of physical commodities, would expand the ability of the REMS International Real Estate Value-Opportunity Fund to purchase and sell futures contracts and options on futures. Such strategies are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors. Consistent with the requirements of the 1940 Act, the proposed restriction prohibits only the purchase of physical commodities; it does not limit the Fund’s purchase or sale of derivatives that have a value tied to the value of a financial index, financial instruments or other asset and allows investments for both hedging and non-hedging purposes. The REMS International Real Estate Value-Opportunity Fund may enter into these transactions or purchase such instruments consistent with its investment objectives and strategies.

In the event that this revision is approved, the REMS International Real Estate Value-Opportunity Fund would have authority to make investments in each of these areas, all of which may have certain risks associated with them. Although management of the REMS International Real Estate Value-Opportunity Fund currently does not invest in such derivative instruments, the REMS International Real Estate Value-Opportunity Fund would be allowed to engage in such activity in the future without shareholder approval.

To the extent the REMS International Real Estate Value-Opportunity Fund invests in these derivative instruments, the Fund would be subject to certain risks. These risks include possible default by the other party to the transaction, illiquidity, and to the extent the REMS International Real Estate Value-Opportunity Fund’s view as to certain market movements is incorrect, the risk that the use of such transactions could result in losses greater than if they had not been used. The use of such options may result in losses to the REMS International Real Estate Value-Opportunity Fund, force the sale or purchase of securities at inopportune times or for prices other than current market values, limit the amount of appreciation the Fund can realize on its investments or cause the Fund to hold a security it might otherwise sell. The ability of the REMS International Real Estate Value-Opportunity Fund to engage in futures contracts and options on futures will be subject to applicable rules of the Commodity Futures Trading Commission (“CFTC”). Additionally, income and gains from certain commodity-related derivatives are not qualifying income under Subchapter M of the Internal Revenue Code. As a result, the REMS International Real Estate Value-Opportunity Fund’s ability to invest directly in commodity-linked derivatives as part of

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its investment strategy is limited by the requirement that it receive no more than 10% of its gross income from such investments.

The revisions are intended to provide the REMS International Real Estate Value-Opportunity Fund with maximum flexibility to pursue the investment strategies contained in the prospectus, as well as allowing the REMS Family of Funds to have identical restrictions in this area.

Proposal 1.C.7.    Concentration

To amend the fundamental investment restriction that provides that the REMS International Real Estate Value-Opportunity Fund:

concentrates its investments in publicly-traded real estate companies such as REITs, real estate operating companies and other publicly traded companies whose asset base is primarily real estate (collectively, “Real Estate Companies”).

If the proposed amendment is approved by shareholders, the restriction would read that the REMS International Real Estate Value-Opportunity Fund:

will concentrate (as that term may be defined or interpreted by the 1940 Act laws, interpretations and exemptions) its investments in the securities of companies principally engaged in the real estate industry and other real estate related investments.

The revisions are intended to provide the REMS International Real Estate Value-Opportunity Fund with maximum flexibility to pursue the investment strategies contained in the prospectus, as well as allowing the REMS Family of Funds to have identical restrictions in this area.

For purposes of this fundamental restriction regarding industry concentration, the Board considers a company to be principally engaged in the real estate industry if: (i) at least 50% of its assets, gross income or net profits are attributable to ownership, financing, construction, management, or sale of residential, commercial or industrial real estate, including listed equity REITs and other real estate operating companies that either own property or make construction or mortgage loans, real estate developers, companies with substantial real estate holdings and other companies whose products and services are related to the real estate industry. Other real estate related investments may include but are not limited to commercial or residential mortgage backed securities, commercial property whole loans, and other types of equity and debt securities related to the real estate industry. Currently, the 1940 Act laws, interpretations and exemptions consider a mutual fund to concentrate if it invests at least 25% of its assets in a particular industry or industries. The definition of a company principally engaged in the real estate industry may be revised, with Board approval.

Diversification (not a shareholder voting item)

Note that the REMS International Real Estate Value-Opportunity Fund currently has a policy on diversification that states that the Fund is non-diversified. The investment adviser to the REMS International Real Estate Value-Opportunity Fund has proposed, and the Board has approved, changing the status of the REMS International Real Estate Value-Opportunity Fund to diversified. This modification does not require shareholder approval. As a result of this change, the new fundamental policy for the REMS International Real Estate Value-Opportunity Fund relating to diversification would indicate that the REMS International Real Estate Value-Opportunity Fund:

Is a diversified fund as that term is defined in the 1940 Act.

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The Trust will include supplemental information in its disclosures describing what it means to be diversified under the 1940 Act. That supplemental information will indicate that as a diversified company under the 1940 Act, the Fund may not own more than 10% of the outstanding voting securities of any one issuer and, as to seventy-five percent (75%) of the value of its total assets, the Fund may not purchase the securities of any one issuer (except cash items and “government securities” as defined under the 1940 Act), if immediately after and as a result of each such purchase, the combined value of all purchases of the holdings of each Fund in the securities of such issuer (calculated separately for each purchase based on the percentage of total assets it constituted at the time of purchase) would exceed 5% of the value of the Fund’s total assets. Subsequent changes in the market value of each security or other property purchased after the time it was purchased do not affect this calculation.

Again, no vote is required with respect to this change from being non-diversified to being diversified for purposes of the 1940 Act.

Note that Proposal 1C is not contingent on the approval by shareholders of Proposals 1A, 1B or 2. In other words, shareholders may approve Proposal 1C and none of the other proposals and Proposal 1C would still become effective.

Required Vote. Approval of Proposal 1C requires the vote of the “majority of the outstanding voting securities” of the REMS International Real Estate Value-Opportunity Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSED REVISED INVESTMENT RESTRICTIONS

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APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT

The purpose of this proposal is to approve a new Investment Advisory Agreement (the “New Agreement”) between the Trust and Real Estate Management Services Group, LLC (the “Adviser”), the investment adviser to each of the REMS Funds that would modernize and streamline the existing agreement and eliminate certain provisions of the existing agreement that are no longer deemed necessary or in the interests of the REMS Funds by the Board of Trustees.

The New Agreement will not change the services provided by the Adviser to the REMS Funds nor will it change any advisory fee payable by a REMS Fund to the Adviser. A copy of the New Agreement is included as Exhibit A to this Proxy Statement. Should this proposal be approved by shareholders, it is anticipated that the New Agreement would become effective on or about April 30, 2018.

The Current Agreements

The current advisory agreements for the REMS Real Estate Value-Opportunity Fund, the REMS Real Estate Income 50/50 Fund, and the REMS International Real Estate Value-Opportunity Fund were entered into on August 15, 2014, August 15, 2014, and December 26, 2013, respectively, and each remain unchanged since that time. The current agreements for each REMS Fund are identical except for dates, names of funds, and fees. Copies of each current advisory agreement are included as Exhibit B, C, and D, respectively, to this Proxy Statement (collectively, referred to herein as “Current Agreement”).

Pursuant to the terms of the Current Agreement, the Adviser shall supervise investments of the REMS Funds on behalf of the REMS Funds in accordance with the investment objectives, policies and restrictions of the Funds as well as set forth in the REMS Funds’ and the Trust’s governing documents. The Adviser (i) furnishes the REMS Funds with advice and recommendations with respect to the investment of the REMS Funds’ assets and the purchase and sale of portfolio securities for the Funds, including the taking of such steps as may be necessary to implement such advice and recommendations (i.e., placing the orders); (ii) manage and oversee the investments of the REMS Funds, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (iii) vote proxies for the REMS Funds, file ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the REMS Funds, and take other actions on behalf of the REMS Funds.

The Current Agreement specifies that the Adviser shall be responsible for (i) the REMS Funds’ organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary for the operation of the REMS Funds; (iii) the expenses of printing and distributing extra copies of the REMS Funds’ prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (each, a “12b-1 Plan”); (iv) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Adviser; and (v) any costs of liquidating or reorganizing the REMS Funds (unless such cost is otherwise allocated by the Board of Trustees).

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The Current Agreement further specifies that the REMS Funds are responsible for and have assumed the obligation for payment of all their expenses, other than those stated above, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the REMS Funds including all fees and expenses of its custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the Investment Company Act of 1940; taxes, if any; a pro rata portion of expenditures in connection with meetings of the REMS Funds’ shareholders and the Board of Trustees that are properly payable by the REMS Funds; salaries and expenses of officers of the Trust, including without limitation the Trust’s Chief Compliance Officer, and fees and expenses of members of the Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Adviser; insurance premiums on property or personnel of the REMS Funds which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the REMS Funds or other communications for distribution to existing shareholders which are covered by any 12b-1 Plan; legal, auditing and accounting fees; all or any portion of trade association dues or educational program expenses determined appropriate by the Board of Trustees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale under applicable securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the REMS Funds, if any; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.

The Adviser receives a fee for the services it provides under the Current Agreement equal to a percentage of the net assets of each REMS Fund. The fees received or owed to the Adviser for the fiscal year ended December 31, 2017 are set forth in the first table below and the fees as a percentage of net assets of each REMS Fund are set forth in the second table below.

Net Advisory Fees Paid or Owed to the Advisor in 2017

Fees as a Percentage of Net Assets of each REMS Fund in 2017

Further, shareholders should note that the Adviser has contractually agreed to reduce fees and reimburse expenses until April 30, 2028 in order to keep net operating expenses (exclusive of distribution fees pursuant to Rule 12b-1 Plans, brokerage commissions, taxes, interest, dividend expense on short sales, acquired fund fees and expenses, other expenditures capitalized in accordance with generally accepted accounting principles or other extraordinary expenses not incurred in the ordinary course of business) from

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exceeding 1.25%, 0.70% of each of the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Fund, respectively.

The expense limitation agreement may only be terminated by the Board. The Adviser will be entitled to reimbursement of any fees waived pursuant to this agreement. The total amount of reimbursement recoverable by the Adviser with respect to a particular Fund is the sum of all fees previously waived or reimbursed by the Adviser to the applicable Fund during any of the previous three (3) years, less any reimbursement previously paid; 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.

Such recoupment was approved by shareholders in connection with the reorganization of the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Funds from another investment company into the Trust. With respect to the REMS International Real Estate Value-Opportunity Fund, the Adviser has agreed to waive its fees and reimburse expenses so that the annual fund operating expenses for the Fund do not exceed 0.50% of the Fund’s average daily net assets until June 30, 2018. The Adviser will have no opportunity to recoup these fee waivers and expense reimbursements at any time in the future.

Under the Current Agreement, the Adviser is liable for any loss (including brokerage charges) incurred by the REMS Funds as a result of any improper investment made by the Adviser in contradiction of the investment policies of the REMS Funds, so long as the Adviser shall have acted in good faith and without willful misfeasance, bad faith, negligence, or reckless disregard of its obligations or duties under the Current Agreement.

The Current Agreement provides that it will continue in effect from year to year only if such continuance is approved at least annually by the Trust’s Board of Trustees or by vote of a majority of the outstanding shares of each REMS Funds (as defined in the 1940 Act) and, in either case, by a majority of the Independent Trustees, by vote cast in person at a meeting called for such purpose.

The Current Agreement may be terminated as to a REMS Fund (i) at any time without penalty upon the vote of a majority of the Trustees or the vote of a majority of the outstanding voting securities, upon sixty (60) days written notice to the Adviser or (ii) by the Adviser at any time without penalty, upon sixty (60) days written notice to the Trust. The Current Agreement also terminates automatically in the event of an assignment (as defined in the Investment Company Act of 1940).

The Current Agreement (as it relates to the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Fund) was originally approved by the Board, including a majority of the Independent Trustees who are not parties to the Current Agreement, at its meeting held on May 16, 2014, and by shareholders of the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Fund at a Meeting of Shareholders held on _____, 2014. The Current Agreement (as it relates to the REMS Real Estate Value-Opportunity Fund and REMS Real Estate Income 50/50 Fund) was continued by the Board, including a majority of Trustees who are not parties to the Current Agreement, at its meeting held on November 14-15, 2017. The Current Agreement (as it relates to the REMS International Real Estate Value-Opportunity Fund) was originally approved by the Board, including a majority of the Independent Trustees who are not parties to the Current Agreement, at its meeting held on November 26, 2013 and by the sole shareholder of the REMS International Real Estate Value-Opportunity Fund on _______, 2013. The Current Agreement (as it relates to each of the REMS International Real Estate Value-Opportunity Fund) was most recently continued by the Board, including a majority of the Trustees who are not parties to the Current Agreement, at its meeting held on November 14-15, 2017.

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For the most recently completed fiscal year, the REMS Funds paid no commissions to any affiliated broker.

The Proposed Amendments

As discussed in the introduction above, the Adviser and the Board are proposing the New Agreement that would modernize the Current Agreement and allow all of the REMS Funds to operate under the same form of advisory agreement.

Specifically, it is proposed that among other things, the New Agreement will:

If approved, the New Agreement will not increase the investment advisory fees charged by the Adviser or change the way the Adviser currently provides services to the REMS Funds.

Additionally, in regard to the REMS Real Estate Value-Opportunity Fund, REMS has proposed to reduce its management fee for the Fund from 1.00% to 0.90%. Additionally, in regard to the REMS Real Estate Income 50/50 Fund, the investment adviser to the Fund has proposed to reduce its management fee for the Fund from 0.50% to 0.45%. The reduced management fees will be effective at the same time as the effectiveness of the shareholder approval of the new form of investment advisory agreement, which is anticipated to be on around May 1, 2018. The investment adviser has also extended its expense limitation arrangement for the REMS Real Estate Value-Opportunity Fund to 0.50% through June 30, 2018.

Board Considerations

At a meeting held on November 14-15, 2017 (“Meeting”), the Board reviewed and discussed the approval of the New Agreement between the Trust and Real Estate Management Services Group, LLC (the “Adviser” or “REMS”) in regard to the REMS Real Estate Value-Opportunity Fund, the REMS Real Estate Income 50/50 Fund, and the REMS International Real Estate Value-Opportunity Fund (collectively, the “REMS Funds”). Legal Counsel (“Counsel”) noted that the Investment Company Act of 1940, as amended (the “1940 Act”) requires the approval of the investment advisory agreement between the Trust and its investment adviser by a majority of the Independent Trustees. The Board reflected on its discussions regarding the New Agreement and the manner in which each of the REMS Funds was managed with representatives from REMS earlier in the Meeting.

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Counsel reviewed with the Board the memorandum from Counsel dated October 19, 2017 and addressed to the Trustees that summarized, among other things, the fiduciary duties and responsibilities of the Board in reviewing and approving the New Agreement between REMS and the Trust on behalf of each of the REMS Funds. A copy of this memorandum was circulated to the Trustees in advance of the Meeting. Counsel discussed with the Trustees the types of information and factors that should be considered by the Board in order to make an informed decision regarding the approval of the continuation of the New Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Adviser; (ii) the investment performance of the REMS Funds and REMS; (iii) the costs of the services provided and profits realized by the Adviser from the relationship with the REMS Funds; (iv) the extent to which economies of scale would be realized if the REMS Funds grow and whether advisory fee levels reflect those economies of scale for the benefit of the REMS Funds’ investors; and (v) the Adviser’s practices regarding possible conflicts of interest.

In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically prepared and/or presented in connection with the annual renewal process, including information presented to the Board in the Adviser’s presentation at the Meeting. The Board requested and was provided with information and reports relevant to the annual renewal of the New Agreement, including: (i) reports regarding the services and support provided to the REMS Funds and their shareholders; (ii) quarterly assessments of the investment performance of the REMS Funds; (iii) commentary on the reasons for the performance; (iv) presentations by REMS Funds’ management addressing the investment philosophy, investment strategy, personnel and operations utilized in managing the REMS Funds; (v) compliance reports concerning the REMS Funds and the Adviser; (vi) disclosure information contained in the registration statement of the Trust and the Form ADV of the Adviser; and (vii) a memorandum from Counsel that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the New Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision.

The Board also requested and received various informational materials including, without limitation: (i) documents containing information about the Adviser, including financial information, a description of personnel and the services provided to the REMS Funds, information on investment advice, performance, summaries of fund expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the REMS Funds; (iii) the anticipated effect of size on the REMS Funds’ performance and expenses; and (iv) benefits to be realized by the Adviser from its relationship with the REMS Funds. The Board did not identify any particular information that was most relevant to its consideration to approve the New Agreement and each Trustee may have afforded different weight to the various factors.

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In deciding whether to approve the New Agreement, the Trustees considered numerous factors, including:

In this regard, the Board considered the responsibilities REMS has under the New Agreement. The Board reviewed the services provided by REMS to the REMS Funds including, without limitation: REMS’ procedures for formulating investment recommendations and assuring compliance with the REMS Funds’ investment objectives and limitations; its coordination of services for the REMS Funds among the REMS Funds’ service providers; and its efforts to promote the REMS Funds, grow their assets, and assist in the distribution of REMS Funds’ shares. The Board considered: REMS’ staffing, personnel, and methods of operating; the education and experience of REMS personnel as well as their specific skill set suited to continue implementing each REMS Fund’s investment strategy; and REMS’ compliance program, policies, and procedures. After reviewing the foregoing and further information from REMS, the Board concluded that the quality, extent, and nature of the services provided by REMS were satisfactory and adequate for each of the REMS Funds.

In considering the investment performance of the REMS Funds and the Adviser, the Trustees compared the short- and long- term performance of the REMS Funds with the performance of funds with similar objectives managed by other investment advisers, as well as with aggregated peer group data. The Trustees also compared the short- and long- term performance of the REMS Funds (other than the REMS International Real Estate Value-Opportunity Fund) with the performance of other accounts managed by the Adviser with similar objectives, strategies and holdings as those of the REMS Funds. The Trustees noted that the performance was similar between the REMS Funds and the other accounts and that, according to the Adviser, any differences should be attributed to cash flow and differences in restrictions placed on the separate accounts relative to the REMS Funds. It was noted that the REMS Real Estate Value-Opportunity Fund’s one-, three-, five-, and ten- year returns for the period ended September 30, 2017 ranked in the second quartile, bottom quartile, second quartile and top quartile, respectively, relative to its Morningstar peer group. The REMS Real Estate Value-Opportunity Fund’s peer group consists of nineteen, eighteen, sixteen, and eleven mutual funds, respectively, within the Morningstar Real Estate Category for each of those periods. It was noted that one-year returns for the period ended September 30, 2017 for the Real Estate Value-Opportunity Fund lagged its benchmark, the FTSE NAREIT Equity REIT Index and the Morningstar custom category median (i.e., 61 Real Estate funds with average net assets between $30 million and $2 billion). It was noted that the REMS Real Estate Income 50/50 Fund’s one-, three- and five-year returns for the period ended September 30, 2017 ranked in the top quartile, third quartile and bottom quartile, respectively, relative to its Morningstar peer group. The REMS Real Estate Income 50/50 Fund’s peer group consists of seventeen, sixteen, and thirteen mutual funds, respectively, within the Morningstar Real Estate Category for each of those periods. The Trustees noted that the REMS Real Estate Income 50/50 Fund’s one-year return through September 30, 2017 exceeded both the Morningstar custom category (i.e., 61 Real Estate funds with assets between $10 million and $600 million) and the Morningstar peer group but trailed its benchmark, the FTSE NAREIT Equity REIT Index. The Trustees noted that the REMS International Real Estate Value-Opportunity Fund’s one- and three-year performance record for the period ended September 30, 2017 ranked in the top quartile, respectively, as compared to its peer group. The REMS International Real Estate Value-Opportunity Fund’s peer group consists of eleven and ten mutual funds, respectively, within the Morningstar Global Real Estate category that focused on international (ex-U.S.) real estate companies for each of those periods. It was noted that the REMS International Real Estate Value-Opportunity Fund’s one- and three- year returns exceeded its benchmark, the FTSE EPRA/NAREIT Global Ex U.S. Index, and the median returns of its Morningstar custom category (i.e., 60 Global Real Estate Funds) and Morningstar peer group. Based on these considerations, the Board concluded that the performance of each of the REMS Funds was satisfactory.

In considering the costs of the services provided and profits realized by REMS from the relationship with the REMS Funds, the Trustees considered REMS’ staffing, personnel, and methods of operating; the financial condition of REMS and the level of commitment to the REMS Funds by REMS and its principals; the asset levels of the REMS Funds; and the overall expenses of the REMS Funds. The Trustees considered financial statements of REMS and discussed the financial stability and profitability of the firm. The

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Trustees noted that REMS was profitable. The Trustees considered the fees and expenses of the REMS Funds (including the advisory fee) relative to other funds comparable in terms of the type of fund, the nature of its investment strategy, its style of investment management, and its size, among other factors. It was noted that for the REMS Real Estate Value-Opportunity Fund its net expense ratio and investment advisory fee both ranked in the bottom quartile relative to both its Morningstar peer group and Morningstar custom category average. The Trustees considered the Adviser’s position that the higher advisory fee is justified due to the Fund’s complicated investment strategy, which includes the ability to invest in any public real estate company, regardless of size, and the ability to use leverage and short sell securities. It was noted that the REMS Real Estate Income 50/50 Fund’s net expense ratio and net investment advisory fee both rank in the top percentiles as compared to its Morningstar peer group and Morningstar custom category. It was noted that the REMS International Real Estate Value-Opportunity Fund’s net expense ratio and net investment advisory fee both ranked in the top percentiles as compared to its Morningstar peer group and Morningstar custom category. The Trustees discussed the Adviser’s practice to waive its entire advisory fee as it relates to the REMS International Real Estate Value-Opportunity Fund and the positive impact this has had on the Fund’s net expense ratio. The Trustees also considered what the Fund’s net expense ratio would be if the Adviser discontinued this waiver. It was noted that the REMS Funds have expense limitation arrangements in place that provide shareholders with a competitive overall expense ratio. Following this analysis and upon further consideration and discussion of the foregoing, the Board concluded that the fees to be paid to REMS by each of the REMS Funds were fair and reasonable.

In this regard, the Trustees considered the REMS Funds’ fee arrangements with REMS. The Trustees determined that although the advisory fee would stay the same as asset levels increased, the shareholders of the REMS Funds would benefit from the expense limitation arrangements in place for each of the REMS Funds. The Trustees also noted that the REMS Funds would benefit from economies of scale under its agreements with some of its service providers other than REMS. Following further discussion of the REMS Funds’ asset levels, expectations for growth, and levels of fees, as well as the other contractual fee structures that were in place for the REMS Funds, the Trustees determined that each of the REMS Funds’ fee arrangements, in light of all the facts and circumstances, were fair and reasonable and structured so as to allow each of the REMS Funds to realize the benefits of economies of scale as each of the REMS Funds grow, as well as immediately because of the expense limitation arrangements.

In considering REMS’ practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory and compliance personnel assigned to the REMS Funds; the basis for soft dollar payments with broker-dealers; the basis of decisions to buy or sell securities for the REMS Funds and/or REMS’ other accounts; and the substance and administration of REMS’ Code of Ethics. It was also noted that separately managed accounts by REMS were generally available only to accounts with a minimum investment of $5 million. It was noted that REMS had no affiliates. Based on the foregoing, the Trustees determined that REMS’ standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory. It was noted that REMS indicated that it may benefit from increased market exposure by its association with the Trust.

After additional consideration of the factors delineated in the memorandum provided by Counsel and further discussion among the Board, the Board determined that the compensation payable under the New Agreement was fair, reasonable and within a range of what could have been negotiated at arms-length in light of all the surrounding circumstances, and they resolved to approve the Agreements for a two-year term.

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A copy of the New Agreement is included at Exhibit A.

The Investment Adviser

Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, Florida 34102, is the Fund’s investment adviser. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser was organized in May 2002 as a limited liability corporation in the state of Florida. Mr. Edward Turville, Managing Director of the Adviser, and Beach Investment Management, LLC, a registered investment adviser, are control persons under the 1940 Act due to ownership interests of 37.8% and 30.0% respectively, of the Adviser.

The following table sets forth certain information with respect to the Adviser’s officers and members:

* The address for each person listed is 1100 Fifth Ave. South, Suite 305, Naples, Florida 34102.

Note that Proposal 2 is not contingent on the approval by shareholders of Proposal 1A-C. Note further that Proposal 2 is also not contingent on shareholders of all REMS Funds approving the Proposal. For example, REMS Real Estate Value-Opportunity Fund shareholders may approve Proposal 2 while REMS Real Estate Income 50/50 Fund shareholders may not. In such an event, the REMS Real Estate Value-Opportunity Fund would operate under the new investment advisory agreement and the REMS Real Estate Income 50/50 Fund would not.

Required Vote. Approval of Proposal 2 with respect to each REMS Fund requires the vote of the “majority of the outstanding voting securities” of a REMS Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon. Shareholders of each REMS Fund will vote separately with respect to the Proposal.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NEW INVESTMENT ADVISORY AGREEMENT

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FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

Quorum. One-third (1/3) of the outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Special Meeting. Approval of each Proposal requires the affirmative vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the respective REMS Fund and/or Class thereof, which, for these purposes, is the vote of (1) 67% or more of the voting securities entitled to vote on a Proposal that are present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (2) more than 50% of the outstanding voting securities entitled to vote on a Proposal, whichever is less. Abstentions and broker non-votes will have the effect of a “no” vote on a Proposal.

“Broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) and abstentions will be counted for purposes of determining the presence of a quorum. However, since such shares are not voted in favor of a Proposal, they have the effect as counting AGAINST the proposal.

Note that the Proposals are independent of each other. In other words, shareholders may vote to approve Proposal 1 while Proposal 2 may not be approved.

Other Business. The Trustees know of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, they intend that proxies that do not contain specific restrictions to the contrary be voted on such matters in accordance with the judgment of the persons named in the proxy card. The Trust does not have annual meetings and, as such, does not have a policy relating to the attendance by the Trustees at shareholder meetings.

Revocation of Proxies. If you appoint a proxy by signing and returning your proxy card, you can revoke that appointment at any time before it is exercised. You can revoke your proxy by sending in another proxy with a later date, by notifying the Trust’s Secretary in writing, that you have revoked your proxy prior to the Special Meeting, at the following address: 8730 Stony Point Parkway, Suite 205, Richmond, VA 23235, or by attending the Special Meeting and voting in person.

Shareholder Proposals. Any shareholder proposals to be included in the proxy statement for the Trust’s next meeting of shareholders following this Special Meeting must be received by the Trust within a reasonable period of time before the Trust begins to print and send its proxy materials. The Board’s designated chairman for the Special Meeting shall make any determinations as to whether such proposals have been received within a reasonable period of time.

Adjournment. In the event that a quorum is not present at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting. Signed proxies that have been returned to the Trust without any indication of how the shareholder wished to vote will be voted in favor of the proposal to adjourn the Special Meeting.

Annual and Semi-Annual Reports. The most recent annual and semi-annual reports to shareholders of the REMS Funds (when available) will be provided to shareholders at no cost. To request a report, please call us toll-free at 1.800.673.0550 or write to us at 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.

Proxy Solicitation Costs. The costs of solicitation of proxies and expenses incurred in connection with the preparation of proxy materials are being borne by the REMS Funds. The estimated costs of solicitation is approximately $95,000. After considering the benefits of the proposals contained in this

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Proxy Statement, the Board determined the REMS Funds were the primary beneficiary of the proposals and therefore they should bear these expenses.

[The Trust has engaged AST Fund Solutions to provide certain shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders as well as vote solicitation and tabulation. By voting immediately, you can help the Trust avoid the additional expense of a second proxy solicitation. Only one copy of this Proxy Statement may be mailed to a shareholder holding shares in multiple accounts within a REMS Fund or multiple REMS Funds of the Trust. Additionally, unless the Trust has received contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to: Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235.]

Outstanding Shares. The shares outstanding of each of the REMS Funds (and classes thereof) as of February 14, 2018 were:

Beneficial Ownership. Exhibit E sets forth the names, addresses and percentage ownership of those shareholders known by the Trust to own beneficially 5% or more of the outstanding shares of a REMS Fund.

INVESTMENT ADVISER AND FUND INFORMATION

Investment Adviser. Real Estate Management Services Group, LLC, 1100 Fifth Avenue South, Suite 305, Naples, Florida 34102, is the Fund’s investment adviser.

Administrator, Fund Accountant, and Transfer Agent. Commonwealth Fund Services, Inc., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, serves as the Trust’s administrator and transfer agent. Commonwealth Fund Services, Inc. also serves as the fund accountant for the REMS Real Estate Value-Opportunity Fund and the REMS Real Estate Income 50/50 Fund. UMB Fund Services, Inc. acts as the accounting services agent for the REMS International Real Estate Value-Opportunity Fund.

Distributor. First Dominion Capital Corp., 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235 serves as the distributor for shares of the REMS Funds.

Custodian. UMB Bank, N.A. (the “Custodian”), 928 Grand Blvd., 5th Floor, Kansas City, Missouri 64106, serves as the custodian of the Fund’s assets. The Custodian acts as the custodian of the Fund’s securities and cash.

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Legal Counsel. The Law Offices of John H. Lively & Associates, Inc., a member firm of The 1940 Act Law Group^TM, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as legal counsel to the Trust and the REMS Funds.

PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. A SELF-ADDRESSED, POSTAGE PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

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EXHIBIT A

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made by and between World Funds Trust (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Real Estate Management Services Group, LLC (the “Adviser”), a Florida limited liability company with its principal place of business in Naples, Florida. This Agreement is made effective as to each Fund (defined below) as of the date set forth on the set of schedules to this Agreement identified as “Schedule A” and then numerically designated (e.g., Schedule A-1) attached hereto as of the “Effective Date” noted on each Schedule A with respect to each of the Funds.

WITNESSETH

WHEREAS, the Board of Trustees (the “Board”) of the Trust has selected the Adviser to act as investment adviser to the series portfolios of the Trust set forth on Schedule A to this Agreement (each, a “Fund” and collectively, the “Funds”, as such schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows:

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8