0001580642-22-000195.txt : 20220110 0001580642-22-000195.hdr.sgml : 20220110 20220110132643 ACCESSION NUMBER: 0001580642-22-000195 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20211031 FILED AS OF DATE: 20220110 DATE AS OF CHANGE: 20220110 EFFECTIVENESS DATE: 20220110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Two Roads Shared Trust CENTRAL INDEX KEY: 0001552947 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-22718 FILM NUMBER: 22520743 BUSINESS ADDRESS: STREET 1: 225 PICTORIA DRIVE STREET 2: SUITE 450 CITY: CINCINNATI STATE: OH ZIP: 45246 BUSINESS PHONE: 402-895-1600 MAIL ADDRESS: STREET 1: 17605 WRIGHT STREET STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68130 0001552947 S000059538 Anfield Diversified Alternatives ETF C000194999 Anfield Diversified Alternatives ETF DALT N-CSRS 1 anfielddaltncsrs.htm N-CSRS

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22718

 

Two Roads Shared Trust

(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246

(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company

1209 Orange Street, Wilmington, DE 19801

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2600

 

Date of fiscal year end: 4/30

 

Date of reporting period: 10/31/21

 

Item 1. Reports to Stockholders.

 

 
 
 
(GRAPHIC)
 
Anfield Diversified Alternatives ETF
 
DALT
 
 
 
 
 
 
 
 
October 31, 2021
 
Semi-Annual Report
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advised by:
Regents Park Funds, LLC
4041 MacArthur Blvd., Suite 155
Newport Beach, CA 92660
RegentsParkFunds.com
1-866-866-4848
 
 
Distributed by Northern Lights Distributors, LLC
Member FINRA

 

 

(REGENTS PARK FUNDS LOGO) (ANFIELD LOGO)

 

November 2021

 

Semi-Annual Letter to Shareholders of the Anfield Diversified Alternatives ETF (DALT)

 

General Update

 

The semi-annual period ending October 31st, 2021 was generally positive for the Anfield Diversified Alternatives ETF (“DALT” or the “Fund”). During this period, the Fund grew to $71.8 million in total assets under management. The Fund outperformed a 50% / 50% blend of the MSCI AC World Index and the Bloomberg Global Aggregate Bond Index. For the semi-annual period ended October 31st, 2021, DALT gained 4.41% on a total return basis, net of fees, while the MSCI AC World Index gained 7.01% and the Bloomberg Global Aggregate Bond Index fell -1.07%. A 50% / 50% blend of the MSCI AC World Index and the Bloomberg Global Aggregate Bond Index rose approximately 2.97% over this same period.

 

Performance Update

 

The Fund’s allocations to private equity and business development companies (BDCs), which continued to benefit from global economic reopening and a partial resumption of normal activities, outperformed during the semi-annual period, although past performance does not guarantee future results. Over this same period, our allocations to volatility positions, while positive, underperformed other alternatives sectors resulting in a slight detraction from performance. Frontier markets and commodities also underperformed during the May through October 2021 period, negatively impacting performance. These positions were hurt by turbulence in the technology sector as well as government action undertaken in China to reign in some energy companies, which had an overarching negative effect on the sector as a whole.

 

Principal Investment Strategy

 

DALT is an actively managed ETF and seeks to achieve its investment objective (growth and income) by investing primarily in alternative asset classes and securities that represent sectors, market segments or asset classes that do not represent the general investment universe. The Fund will implement this strategy primarily through investments in unaffiliated ETFs, closed-end funds, business development companies and real estate investment trusts. The market segments and alternative sectors represented in these securities will typically have a lower correlation to the general equity and fixed income markets and whose performance and volatility is affected by factors different from those that determine the general direction of the equity and fixed income markets.

 

Alternative sectors and asset class categories may include but are not limited to:

 

Frontier technology companies at the forefront of major technical innovations

 

Companies in frontier markets or involved in infrastructure development and resource exploitation

 

Traditional alternatives such as real estate, private equity, private debt, and hedge funds

 

Energy and commodity related securities

 

Long and short volatility strategies & multi-asset / market neutral

 

On behalf of the entire staff at Anfield Capital Management and Regents Park Funds, we thank you for your continued support.

 

(-s-David Young)

 

David Young, CFA

CEO & Founder

 

The views in this report are those of the Fund’s management. This report contains certain forward-looking statements about factors that may affect the performance of the Fund in the future. These statements are based on the Fund’s management’s predictions and expectations concerning certain future events such as the performance of the economy as a whole and of specific industry sectors.

 

Management believes these forward-looking statements are reasonable, although they are inherently uncertain and difficult to predict.

 

8123-NLD-11/15/21

1

 

Anfield Diversified Alternatives ETF
PORTFOLIO REVIEW (Unaudited)
October 31, 2021

 

Average Annual Total Return through October 31, 2021 *, as compared to its benchmark:

 

        Since
  Six Month One Year Three Year Inception ****
Anfield Diversified Alternatives ETF - NAV 4.41% 29.06% 6.76% 4.77%
Anfield Diversified Alternatives ETF - Market Price 4.31% 29.13% 6.64% 4.72%
Bloomberg Global Aggregate Bond Index ** -1.07% -1.24% 4.55% 2.74%
MSCI All Country World Equity Index *** 7.01% 37.28% 17.47% 13.09%

 

*The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The Fund’s adviser has contractually agreed to reduce the Fund’s fees and/or absorb expenses of the Fund until at least August 31, 2022 to ensure that total annual Fund operating expenses after fee waiver and reimbursement (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including, for example, option and swap fees and expenses), borrowing costs (such as interest and dividend expense on securities sold short), taxes and extraordinary expenses, such as litigation expenses) will not exceed 1.50% of average daily net assets. This agreement may be terminated by the Fund’s Board of Trustees on 60 days’ written notice to the adviser. These fee waivers and expense reimbursements are subject to possible recapture from the fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recapture can be achieved without exceeding the lower of the foregoing expense limits as well as any expense limitation that was in place at the time the waiver or reimbursement was made. Past performance is no guarantee of future results. Performance figures for periods less than 1 year are not annualized. The Fund’s total annual operating expenses after fee waiver and expense reimbursement including underlying fund fees is 2.22% and without waiver or reimbursement the gross expenses and fees including underlying fees is 2.22%, per the most recent prospectus. Please review the Fund’s most recent prospectus for more detail on the expense waiver. The expense limits in effect prior to their expiration on August 31, 2021 was 1.30%.

 

The NAV return is based on the NAV of the Fund and the market return is based on the market price per share of the Fund. The price used to calculate market return (“Market Price”) is determined by using the midpoint between the highest bid and the lowest offer on the primary stock exchange on which shares of the Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Beginning November 2, 2020, market price returns are calculated using the closing price and account for distributions from the Fund. Prior to November 2, 2020, market price returns were calculated using the midpoint price and accounted for distributions from the Fund. Market Price and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively.

 

**The Bloomberg Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty-four local currency markets. This multi-currency benchmark includes treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers. The Fund’s portfolio holdings may differ significantly from the securities held in the Index, and unlike a mutual fund, an unmanaged index assumes no transaction costs, taxes, management fees or other expenses. Investors may not invest directly in an index.

 

***The MSCI All Country World Equity Index is a market capitalization weighted index designed to provide a broad measure of equity-market performance throughout the world. The index is maintained by Morgan Stanley Capital International (MSCI), and is comprised of stocks from both developed and emerging markets. The Fund’s portfolio holdings may differ significantly from the securities held in the Index, and unlike a mutual fund, an unmanaged index assumes no transaction costs, taxes, management fees or other expenses. Investors may not invest directly in an index.

 

****As of the close of business on the day of commencement of trading on September 28, 2017.

2

 

Anfield Diversified Alternatives ETF
PORTFOLIO REVIEW (Unaudited)(Continued)
October 31, 2021

 

Portfolio Composition as of October 31, 2021:

 

Compositions  Percentage of Net Assets 
Closed-End Funds     
Fixed Income   10.5%
Equity   4.8%
Mixed Allocation   2.7%
Common Stocks     
Asset Management   8.8%
Infrastructure REIT   6.7%
Business Development Companies   2.8%
Exchange-Traded Funds     
Equity   32.5%
Fixed Income   16.8%
Alternative   5.8%
Commodity   2.6%
Mixed Allocation   1.8%
Other Assets In Excess of Liabilities   4.2%
    100.0%

 

Please refer to the Schedule of Investments in this Semi-Annual Report for a detailed analysis of the Fund’s holdings.

3

 

Anfield Diversified Alternatives ETF
SCHEDULE OF INVESTMENTS (Unaudited)
October 31, 2021

 

Shares      Fair Value 
     CLOSED END FUNDS — 18.0%     
     EQUITY - 4.8%     
 209,342   Eaton Vance Tax-Managed Buy-Write Opportunities Fund  $3,466,704 
           
     FIXED INCOME - 10.5%     
 129,864   Flaherty & Crumrine Preferred and Income Securities Fund, Inc.   2,919,342 
 257,627   Oxford Lane Capital Corporation   2,061,016 
 71,574   PIMCO Corporate & Income Strategy Fund   1,312,667 
 49,236   PIMCO Income Opportunity Fund   1,220,068 
         7,513,093 
     MIXED ALLOCATION - 2.7%     
 63,414   Virtus AllianzGI Equity & Convertible Income Fund   1,963,932 
           
     TOTAL CLOSED END FUNDS (Cost $10,984,368)   12,943,729 
           
Shares      Fair Value 
     COMMON STOCKS — 18.3%     
     ASSET MANAGEMENT - 8.8%     
 45,768   Blackstone, Inc.   6,335,207 
           
     BUSINESS DEVELOPMENT COMPANIES - 2.8%     
 93,162   Ares Capital Corporation   1,997,393 
           
     INFRASTRUCTURE REIT - 6.7%     
 8,186   American Tower Corporation   2,308,206 
 13,652   Crown Castle International Corporation   2,461,456 
         4,769,662 
           
     TOTAL COMMON STOCKS (Cost $7,593,886)   13,102,262 
           
Shares      Fair Value 
     EXCHANGE-TRADED FUNDS — 59.5%     
     ALTERNATIVE - 5.8%     
 37,025   First Trust ETF III-First Trust Long/Short Equity ETF   1,866,060 
 42,724   IndexIQ ETF Trust - IQ Hedge Multi-Strategy Tracker ETF   1,371,440 

 

See accompanying notes to financial statements.

4

 

Anfield Diversified Alternatives ETF
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
October 31, 2021

 

Shares      Fair Value 
     EXCHANGE-TRADED FUNDS   59.5% (Continued)     
     ALTERNATIVE - 5.8% (Continued)     
 13,005   ProShares Long Online/Short Stores ETF  $901,897 
         4,139,397 
     COMMODITY - 2.6%     
 10,028   Aberdeen Standard Physical Palladium Shares ETF(a)   1,862,601 
           
     EQUITY - 32.5%     
 10,000   AdvisorShares STAR Global Buy-Write ETF   411,227 
 8,429   Amplify Online Retail ETF   932,332 
 26,352   Amplify Transformational Data Sharing ETF   1,461,746 
 15,845   ARK Autonomous Technology & Robotics ETF   1,343,656 
 12,437   ARK Genomic Revolution ETF   934,019 
 27,274   Emerging Markets Internet and Ecommerce ETF   1,376,519 
 11,922   First Trust Cloud Computing ETF   1,356,008 
 15,393   First Trust NASDAQ Clean Edge Green Energy Index Fund   1,191,572 
 53,969   Global X Video Games & Esports ETF   1,592,086 
 26,585   Invesco Dynamic Biotechnology & Genome ETF(a)   1,995,736 
 60,500   Invesco S&P 500 BuyWrite ETF   1,447,765 
 21,185   iShares Global Healthcare ETF   1,850,298 
 21,085   iShares Global Materials ETF   1,872,559 
 14,009   iShares MSCI USA Size Factor ETF   1,895,138 
 28,256   VanEck Vectors Junior Gold Miners ETF   1,222,637 
 39,002   WisdomTree Cloud Computing Fund(a)   2,441,524 
         23,324,822 
     FIXED INCOME - 16.8%     
 11,342   iShares JP Morgan USD Emerging Markets Bond ETF   1,246,372 
 86,007   iShares Preferred & Income Securities ETF   3,386,096 
 105,343   Janus Henderson Short Duration Income ETF   5,268,203 
 24,797   SPDR Bloomberg Barclays Convertible Securities ETF   2,181,640 
         12,082,311 
     MIXED ALLOCATION - 1.8%     
 74,671   Amplify High Income ETF   1,274,634 
           

See accompanying notes to financial statements.

5

 

Anfield Diversified Alternatives ETF
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
October 31, 2021

 

Shares      Fair Value 
     EXCHANGE-TRADED FUNDS — 59.5% (Continued)     
     TOTAL EXCHANGE-TRADED FUNDS (Cost $35,819,964)  $42,683,765 
           
     TOTAL INVESTMENTS - 95.8% (Cost $54,398,218)  $68,729,756 
     OTHER ASSETS IN EXCESS OF LIABILITIES - 4.2%   3,018,224 
     NET ASSETS - 100.0%  $71,747,980 

 

OPEN FUTURES CONTRACTS 
Number of
Contracts
  Open Long Futures Contracts  Expiration  Notional
Amount(b)
   Unrealized Depreciation 
25  CBOE Volatility Index Future  11/17/2021  $469,483   $(55,518)
                 
   TOTAL FUTURES CONTRACTS             

 

ETF- Exchange-Traded Fund

 

MSCI- Morgan Stanley Capital International

 

REIT- Real Estate Investment Trust

 

SPDR- Standard & Poor’s Depositary Receipt

 

(a)Non-income producing security.

 

(b)The amounts shown are the underlying reference notional amounts to stock exchange indices and equities upon which the fair value of the futures contracts held by the Fund are based. Notional values do not represent the current fair value of, and are not necessarily indicative of the future cash flows of the Fund’s futures contracts. Further, the underlying price changes in relation to the variables specified by the notional values affects the fair value of these derivative financial instruments. The notional values as set forth within this schedule do not purport to represent economic value at risk to the Fund.

 

See accompanying notes to financial statements.

6

 

Anfield Diversified Alternatives ETF
Statement of Assets and Liabilities (Unaudited)
October 31, 2021

 

Assets     
Investment securities:     
At cost  $54,398,218 
At value   68,729,756 
Cash  $549,312 
Cash at broker   2,548,592 
Dividends and interest receivable   67,225 
Prepaid expenses and other assets   5,411 
Total Assets   71,900,296 
Liabilities     
Unrealized depreciation on futures contracts   55,518 
Accrued advisory fees   48,877 
Payable to related parties   17,618 
Other accrued expenses   30,303 
Total Liabilities   152,316 
Net Assets  $71,747,980 
      
Composition of Net Assets:     
Paid in capital  $70,554,690 
Accumulated Earnings   1,193,290 
Net Assets  $71,747,980 
      
Net Asset Value Per Share     
Fund     
Net Assets  $71,747,980 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   6,675,000 
Net asset value (Net Assets / Shares Outstanding), offering price and redemption price per share  $10.75 
      

See accompanying notes to financials statements.

7

 

Anfield Diversified Alternatives ETF
Statement of Operations
Six months ended October 31, 2021 (Unaudited)

 

Investment Income     
Dividend income  $942,695 
Interest income   12 
Total Investment Income   942,707 
      
Expenses     
Investment advisory fees   276,863 
Administration fees   31,287 
Legal fees   13,138 
Audit fees   11,082 
Compliance officer fees   8,613 
Trustees’ fees   7,915 
Custody fees   6,561 
Transfer agent fees   4,956 
Insurance expense   4,600 
Printing expenses   2,451 
Other expenses   5,314 
Total Expenses   372,780 
Net Investment Income   569,927 
      
Net Realized and Unrealized Gain (Loss) on Investments     
      
Net realized gain on:     
Investments   72 
Redemptions in-kind   133,004 
Futures contracts   18,512 
    151,588 
Net Change in unrealized appreciation (depreciation) on:     
Investments   2,282,448 
Futures contracts   (55,518)
    2,226,930 
Net Realized and Unrealized Gain On Investments   2,378,518 
Net Increase in Net Assets Resulting From Operations  $2,948,445 
      

See accompanying notes to financials statements.

8

 

Anfield Diversified Alternatives ETF
Statements of Changes in Net Assets

 

   Six Months     
   Ended October   Year Ended 
   31, 2021   April 30, 2021 
   (Unaudited)     
Operations:          
Net investment income  $569,927   $1,362,326 
Long-term capital gain dividends from investment companies       10,612 
Net realized gain from investments, options purchased, redemptions in-kind and futures contracts   151,588    7,166,561 
Net change in unrealized appreciation on investments and futures contracts   2,226,930    12,832,582 
Net increase in net assets resulting from operations   2,948,445    21,372,081 
           
Distributions to Shareholders From:          
Total distribution paid - Fund   (222,198)   (1,337,918)
Net Decrease in Net Assets Resulting From Distributions to Shareholders   (222,198)   (1,337,918)
           
Beneficial Interest Transactions:          
Fund          
Proceeds from shares sold   2,896,575    9,062,354 
Amount paid for shares redeemed   (526,629)   (36,149,959)
Net Increase (Decrease) in Net Assets Resulting From Beneficial Interest Transactions   2,369,946    (27,087,605)
           
Total Increase (Decrease) in Net Assets   5,096,193    (7,053,442)
           
Net Assets:          
Beginning of period   66,651,787    73,705,229 
End of period  $71,747,980   $66,651,787 
           
Share Activity:          
Fund Class:          
Shares Sold   275,000    1,025,000 
Shares Redeemed   (50,000)   (4,175,000)
Net Increase (Decrease) in Total Shares Outstanding   225,000    (3,150,000)
           

See accompanying notes to financials statements.

9

 

Anfield Diversified Alternatives ETF
Financial Highlights

 

(For Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Period Presented)

 

   Six Months                 
   Ended October                 
   31, 2021   Year Ended   Year Ended   Year Ended   Period Ended April 
   (Unaudited)   April 30, 2021   April 30, 2020   April 30, 2019   30, 2018(a) 
Selected Per Share Data:                         
Net asset value, beginning of period  $10.33   $7.68   $10.25   $9.97   $10.00 
Investment operations:                         
Net investment income(b)   0.09    0.17    0.43    0.36    0.17 
Net realized and unrealized gain (loss) on investments   0.36    2.64    (2.56)   0.05    (0.02)
Total from investment operations   0.45    2.81    (2.13)   0.41    0.15 
Less distributions to shareholders from:                         
Net investment income   (0.03)   (0.16)   (0.37)   (0.13)   (0.18)
Return of capital           (0.07)        
Total distributions   (0.03)   (0.16)   (0.44)   (0.13)   (0.18)
Net asset value, end of period  $10.75   $10.33   $7.68   $10.25   $9.97 
Market price, end of period  $10.73   $10.32   $7.70   $10.23   $9.97 
Total Return (c)   4.41(d)   37.05%   (21.60)%   6.30%   0.96(d)(e)
Market Price Total Return   4.31(d)   36.57%   (21.24)%   6.07%   0.86(d)
Ratios and Supplemental Data:                         
Net assets, end of period (000 omitted)  $71,748   $66,652   $73,705   $50,219   $25,422 
Ratio of net expenses to average net assets (f)(g)   1.07(h)   1.08%   1.11%   1.35%   2.13(h)
Ratio of expenses to average net assets before waiver and reimbursement(g)(i)   1.07(h)   1.08%   1.26%   1.30%   1.30(h)
Ratio of net investment income to average net assets(j)   1.64(h)   1.93%   4.44%   3.64%   2.83(h)
Portfolio turnover rate(k)   0(d)   44%   109%   50%   0(d)
                          
(a)The Anfield Diversified Alternatives ETF shares commenced operations on September 28, 2017.

 

(b)Per share amounts are calculated using the average shares method, which appropriately presents the per share data for the year/period.

 

(c)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any.

 

(d)Not annualized.

 

(e)Represents total return based on net asset values per share from commencement of investment operations on September 28, 2017 through April 30, 2018. Total return based on net asset value per share, as of the close of business on the day of commencement of trading on the BATS on September 29, 2017 through April 30, 2018 was 0.96%.

 

(f)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements/recapture by the Advisor.

 

(g)Does not include the expenses of other investment companies in which the fund invests.

 

(g)Annualized.

 

(i)Represents the ratio of expenses to average net assets inclusive of fee waivers and/or expense reimbursements/recapture by the Advisor.

 

(j)Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

 

(k)Portfolio turnover rate excludes securities received or delivered from in-kind transactions.

 

See accompanying notes to financial statements.

10

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited)
October 31, 2021

 

(1)ORGANIZATION

 

The Anfield Diversified Alternatives ETF (the “Fund”), formerly known as Anfield Capital Diversified Alternatives ETF, is a series of shares of beneficial interest of the Two Roads Shared Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware on June 8, 2012, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Fund commenced operations on September 28, 2017. The Fund is an actively managed exchange traded fund (“ETF”) that is a fund of funds. The Fund’s investment objective is to seek to provide capital growth and income. It seeks to achieve its investment objective by investing primarily in alternative asset classes and securities that represent sectors, market segments or asset classes that do not represent the general investment universe.

 

(2)SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (’‘GAAP”), and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.

 

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase may be valued at amortized cost (which approximates fair value). Futures contracts listed for trading on a securities exchange or board of trade (whether domestic or foreign) for which market quotations are readily available shall be valued at the final settled price for the respective futures or futures options or, if no settled price is available, at the last sale price as of the close of business prior to the valuation time. Exchange traded options are valued at the last sale price or in the absence of a sale, at the mean between the current bid and ask prices. Investments in open-end investment companies are valued at net asset value.

 

The Fund may hold securities, such as private investments, closed-ended funds, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board. The Board has delegated execution of these procedures to a fair value committee composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The committee may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third party valuation firm to, as needed, attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and considers the determinations reached by the fair value committee in ratifying the fair value committee’s application of the fair valuation methodologies employed.

11

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Fair Valuation Process – The applicable investments are valued collectively via inputs from each group within the fair value team. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the advisor, the prices or values available do not represent the fair value of the instrument; factors which may cause the advisor to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to a Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

Valuation of Underlying Funds – The Fund may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”). Investment companies are valued at their respective net asset values as reported by such investment companies. Open-end investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the open-end funds. The shares of many closed-end investment companies and ETFs, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company or ETF purchased by the Fund will not change.

 

Exchange Traded Funds – The Fund may invest in ETFs, which are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities in which it invests, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.

 

Exchange Traded Notes – The Funds may invest in exchange traded notes (“ETNs”). ETNs are a type of debt security that is linked to the performance of underlying securities. The risks of owning ETNs generally reflect the risks of owning the underlying securities they are designed to track. In addition, ETNs are subject to credit risk generally to the same extent as debt securities.

12

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Futures Contracts – The Fund may purchase or sell futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates, foreign currencies, or commodities. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral for the account of the broker (the Fund’s agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the market value of the contracts at the end of each day’s trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund’s basis in the contract. If the Fund was unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. The Fund segregates liquid securities having a value at least equal to the amount of the current obligation under any open futures contract. Risks may exceed amounts recognized in the statement of assets and liabilities. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

 

Option Transactions – The Fund is subject to equity price risk in the normal course of pursuing its investment objective and may purchase or sell options to help hedge against risk. When the Fund writes a call option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.

 

The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Fund’s portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.

 

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

13

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of October 31, 2021 for the Fund’s assets and liabilities measured at fair value:

 

Assets*  Level 1   Level 2   Level 3   Total 
Closed-End Funds  $12,943,729   $   $   $12,943,729 
Common Stocks   13,102,262            13,102,262 
Exchange-Traded Funds   42,683,765            42,683,765 
Total  $68,729,756   $   $   $68,729,756 

 

Liabilities*  Level 1   Level 2   Level 3   Total 
Futures contracts**  $55,518   $   $   $55,518 

 

The Fund did not hold any Level 3 securities during the period.

*Refer to the Schedule of Investments for portfolio composition.
 **Represents the net unrealized appreciation (depreciation) of futures contracts.

 

Offsetting of Financial Assets and Derivative Assets

 

The Fund’s policy is to recognize a net asset or liability equal to the net variation margin for futures contracts. During the year ended October 31, 2021, the Fund was not subject to any master netting arrangements. The following table shows additional information regarding the offsetting of assets and liabilities at October 31, 2021 for the Fund.

 

               Gross Amounts Not Offset in the     
Liabilities:              Statement of Assets & Liabilities     
       Gross Amounts   Net Amounts of             
   Gross Amounts of   Offset in the   Liabilities Presented             
   Recognized   Statement of Assets   in the Statement of   Financial   Cash Collateral     
Description  Liabilities   & Liabilities   Assets & Liabilities   Instruments   Pledged *   Net Amount 
Futures Contracts  $(55,518)  $   $(55,518)  $   $55,518   $ 
Total  $(55,518)  $   $(55,518)  $   $55,518   $ 

 

*Collateral pledged is limited to the net outstanding amount due to/from one individual counterparty. The actual collateral amounts pledged may exceed these amounts and fluctuate in value. Total cash collateral pledged for futures contracts is $2,548,592.

14

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Impact of Derivatives on the Statements of Operations

 

The derivative instruments outstanding as of October 31, 2021 as disclosed in the Schedule of Investments and the amounts of realized and changes in unrealized gains and losses on derivative instruments during the period as disclosed in the Statements of Operations serve as indicators of the volume of derivative activity for the Fund.

 

The following is a summary of the location of derivative investments on the Fund’s Statement of Assets and Liabilities as of October 31, 2021:

 

   Asset Derivatives
Contract Type/Primary Risk Exposure  Balance Sheet Location  Fair Value 
Futures Contracts - Equity Risk  Net unrealized depreciation on futures contracts  $55,518 

 

The following is a summary of the location of derivative investments on the Fund’s Statements of Operations as of October 31, 2021:

 

Derivative Investment Type Location of Gain (Loss) on Derivatives
Equity Futures Contracts Net realized gain from futures contracts
  Net change in unrealized depreciation on futures contracts

 

The following is a summary of the Fund’s realized loss and unrealized depreciation on derivative investments recognized in the Statements of Operations categorized by primary risk exposure for the six months ended October 31, 2021:

 

Realized gain on derivatives recognized in the Statements of Operations
 
       Total for the 
Derivative Investment Type  Equity Risk   Six Months Ended October 31, 2021 
Futures contracts  $18,512   $18,512 
           
Net change in unrealized depreciation on derivatives recognized in the
Statements of Operations
       Total for the 
Derivative Investment Type  Equity Risk   Six Months Ended October 31, 2021 
Futures contracts  $(55,518)  $(55,518)

 

Security Transactions and Related Income

 

Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.

15

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Dividends and Distributions to Shareholders

 

Ordinarily, dividends from net investment income, if any, are declared and paid annually by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders annually. Dividends from net investment income and distributions from net realized gains are recorded on ex-dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

 

Federal Income Taxes

 

The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax year ended 2019 to 2021 or expected to be taken in the Fund’s April 30, 2022 year-end tax returns. The Fund identified its major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Expenses

 

Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable (as determined by the Board), taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

 

Indemnification

 

The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund and Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

 

(3)INVESTMENT TRANSACTIONS

 

For the six months ended October 31, 2021, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Fund amounted to $215,929 and $0. For the six months ended October 31, 2021, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $2,896,692 and $527,132.

 

(4)INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Regents Park Funds, LLC serves as the Fund’s investment adviser (the “Adviser”). Pursuant to an Investment Advisory Agreement with the Fund, the Adviser, subject to the authority of the Board, is responsible for managing the day to day operations of the Fund, including: selecting the overall investment strategies; monitoring and evaluating Sub-Adviser (as defined below) performance; and providing related administrative services and facilities.

16

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Anfield Group, LLC (“Anfield Group”), which is wholly owned by the David Young and Sandra G. Glain Family Trust, wholly owns the Adviser. As compensation for its services, the Fund pays to the Adviser an annual advisory fee (computed daily and paid monthly) at an annual rate of 0.80% of its average daily net assets. For the six months ended October 31, 2021, the Fund incurred Advisory Fees of $276,863.

 

The Adviser has engaged Anfield Capital Management, LLC (“Anfield” or the “Sub-Adviser”) to serve as Sub-Adviser to the Fund. Anfield Group owns a 92% majority interest in Anfield. The Sub-Adviser is an affiliate of the Adviser. The Sub-Adviser is responsible for selecting investments and assuring that investments are made in accordance with the Fund’s investment objective, policies and restrictions. The Adviser compensates the Sub-Adviser for its services from the management fees received from the Fund, which are computed and accrued daily and paid monthly and do not impact the financial statements of the Fund.

 

The Adviser, pursuant to an Expense Limitation Agreement (the “Agreement”) has contractually agreed to reduce the Fund’s fees and/or absorb expenses of the Fund until at least August 31, 2022 to ensure that total annual Fund operating expenses after fee waiver and/or reimbursement (exclusive of any front-end or contingent deferred loads, taxes, brokerage fees and commissions, borrowing costs (such as interest and dividend expense on securities sold short), acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), or extraordinary expenses such as litigation) will not exceed 1.50% of average daily net assets. This Agreement may be terminated by the Fund’s Board of Trustees on 60 days’ written notice to the Adviser. These fee waivers and expense reimbursements are subject to possible recapture from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recapture can be achieved without exceeding the lower of the foregoing expense limits as well as any expense limitation that was in place at the time the waiver or reimbursement was made. The expense limit in effect prior to their expiration on August 31, 2021 was 1.30%.

 

No fees were waived for the six months ended October 31, 2021.

 

The Trust, with respect to the Fund, has adopted a distribution and service plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees to Northern Lights Distributors, LLC (the “Distributor” or “NLD”) and other firms that provide distribution and shareholder services (“Service Providers”). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.

 

No distribution or service fees are currently paid by the Fund and there are no current plans to impose these fees.

 

In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Fund.

 

In addition, certain affiliates of the Distributor provide services to the Fund as follows:

 

Ultimus Fund Solutions, LLC (“UFS”), an affiliate of the Distributor, provides administration and fund accounting services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Trust are also officers of UFS, and are not paid any fees directly by the Fund for servicing in such capacities.

 

BluGiant, LLC (“BluGiant”), BluGiant, an affiliate of UFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, BluGiant receives customary fees from the Fund.

 

Northern Lights Compliance Services, LLC (“NLCS”), an affiliate of UFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

17

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

(5)DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The Statement of Assets and Liabilities represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $55,717,500 for the Fund, and differs from market value by net unrealized appreciation (depreciation) which consisted of:

 

Gross unrealized appreciation:  $15,236,993 
Gross unrealized depreciation:   (2,224,737)
Net unrealized appreciation:  $13,012,256 

 

The tax character of Fund distributions paid for the fiscal years ended April 30, 2021 and April 30, 2020 was as follows:

 

   Fiscal Year Ended   Fiscal Year Ended 
   April 30, 2021   April 30, 2020 
Ordinary Income  $1,337,918   $2,490,263 
Long-Term Capital Gain        
Return of Capital       529,732 
   $1,337,918   $3,019,995 

 

As of April 30, 2021, the components of accumulated earnings/ (losses) on a tax basis were as follows:

 

Undistributed   Undistributed   Post October Loss   Capital Loss   Other   Unrealized   Total 
Ordinary   Long-Term   and   Carry   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Late Year Loss   Forwards   Differences   (Depreciation)   Earnings/(Losses) 
$119,089   $   $   $(12,381,854)  $   $10,729,808   $(1,532,957)

 

The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gain/(loss), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales and adjustments for grantor trusts and C-Corporation return of capital distributions.

 

At April 30, 2021, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains as follows:

 

Non-Expiring   Non-Expiring     
Short-Term   Long-Term   Total 
$8,139,298   $4,242,556   $12,381,854 

 

Permanent book and tax differences, primarily attributable to tax adjustments for realized gain/(loss) on in-kind redemptions resulted in reclassification for the Fund for the fiscal year ended April 30, 2021 as follows:

 

Paid     
In   Accumulated 
Capital   Earnings (Losses) 
$5,290,347   $(5,290,347)

18

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

(6)CAPITAL SHARE TRANSACTIONS

 

Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units.” Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 25,000 shares. For purposes of GAAP, in-kind redemption transactions are treated as a sale of securities and any resulting gains and losses are recognized based on the market value of the securities on the date of the transfer. Only Authorized Participants or transactions done through an Authorized Participant are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Funds in effecting trades. A fixed fee payable to the Custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (“Fixed Fee”). Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (“Variable Charge,” and together with the Fixed Fee, the “Transaction Fees”). Transactions in capital shares for the Fund are disclosed in the Statements of Changes in Net Assets.

 

The Transaction Fees for the Fund are listed in the table below:

 

Fee for In-Kind and Cash Purchases Maximum Additional Variable Charge for
  Cash Purchases*
$250 2.00%

 

*The maximum Transaction Fee may be up to 2.00% of the amount invested.

 

(7)PRINCIPAL INVESTMENT RISKS

 

The Fund’s investments in securities, financial instruments and derivatives expose it to various risks, certain of which are discussed below. Please refer to the Fund’s prospectus and statement of additional information for a more full listing of risks associated with the Fund’s investments which include, but are not limited to: authorized participant concentration risk, BDC risk, closed end fund risk, commodity risk, common stock risk, convertible securities risk, cybersecurity risk, derivatives risk, emerging markets risk, energy risks, ETF structure risk, financial sector risk, fixed income securities risk, fluctuation of net asset value risk, foreign (non-U.S.) investment risk, forward and futures risk, gap risk, investment companies and ETF risk, leveraging risk, liquidity risk, management risk, market risk, market events risk, newly-formed company risk, options risk, portfolio turnover risk, preferred stock risk, regulatory risk, REITs risk, small and medium capitalization stock risk, underlying fund risk and volatility risk.

 

Investment Companies and ETFs Risks – When the Fund invests in other investment companies, including ETFs and closed-end funds, it will bear additional expenses based on its pro rata share of other investment company’s or ETF’s operating expenses, including management fees in addition to those paid by the Fund. The risk of owning an investment company or ETF generally reflects the risks of owning the underlying investments held by the investment company or ETF. The Fund will also incur brokerage costs when it purchases and sells ETFs.

19

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Underlying Fund Risk – The risk that the Fund’s investment performance and its ability to achieve its investment objective are directly related to the performance of the investment companies including ETFs and closed-end funds (“Underlying Funds”) in which the Fund invests. In addition, the Underlying Funds in which the Fund invests are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds and may be higher than other mutual funds that invest directly in stocks and bonds. Each of the Underlying Funds is subject to its own specific risks, but the Sub-Adviser expects the principal investment risks of such Underlying Funds will be similar to the risks of investing in the Fund. Closed-end funds may also trade at a discount or premium to their NAV and may trade at a larger discount or smaller premium subsequent to purchase by the Fund.

 

Business Development Companies (“BDC”) Risk – BDCs have little or no operating history and may carry risks similar to those of a private equity or venture capital fund. BDC company securities are not redeemable at the option of the shareholder and they may trade in the market at a discount to their net asset value. A significant portion of a BDC’s investments are recorded at fair value as determined by its board of directors, which may create uncertainty as to the value of the BDC’s investments. Non-traded BDCs are illiquid and it may not be possible to redeem shares or to do so without paying a substantial penalty. Publicly-traded BDCs usually trade at a discount to their net asset value because they invest in unlisted securities and have limited access to capital markets. BDCs are subject to high failure rates among the companies in which they invest and federal securities laws impose restraints upon the organization and operations of BDCs that can limit or negatively impact the performance of a BDC.

 

Sector Risk – The risk that if the Fund (or an underlying fund) invests a significant portion of its total assets in certain issuers within the same economic sector (such as retail and healthcare), an adverse economic, business or political development affecting that sector may affect the value of the Fund’s investments more than if the Fund’s investments were not so concentrated.

 

REITs Risk – There is risk that investments in real estate investment trusts (REITs) will make the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general. REITs may be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities market. The value of the Fund’s investments in REIT’s may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. Shareholders of the Fund will indirectly be subject to the fees and expenses of the individual REITs in which the Fund invests.

 

Common Stock Risk – The stock (i.e., equity) market can be volatile. The prices of stocks can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.

 

Fixed Income Securities Risk – Fixed income securities are subject to interest rate risk, call risk, prepayment and extension risk, credit risk, duration, and liquidity risk. In addition, current market conditions may pose heightened risks for fixed income securities. When the Fund invests in fixed income securities or derivatives, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities or derivatives owned by the Fund. Moreover, new regulations applicable to and changing business practices of financial intermediaries that make markets in fixed income securities have resulted in less market making activity for certain fixed income securities, which has reduced the liquidity and may increase the volatility for such fixed income securities. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity may decline unpredictably in response to overall economic conditions or credit tightening. Longer-term securities may be more sensitive to interest rate changes.

20

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Derivatives Risk – The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and certain derivatives may create a risk of loss greater than the amount invested.

 

ETF Structure Risks – The Fund is structured as an ETF and as a result is subject to special risks. Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units.” Trading in Shares on the Cboe BZX Exchange, Inc. (the “Exchange”) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. An active trading market for the Fund’s shares may not be developed or maintained. If the Fund’s shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Fund’s shares. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a “bid-ask spread” charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly.

 

Forward and Futures Risk – The Fund’s investments in forwards and futures through its underlying investments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in forwards and futures involve leverage, which means a small percentage of assets invested in forwards and futures can have a disproportionately large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Forward and futures contracts may become mispriced or improperly valued when compared to the adviser’s expectation and may not produce the desired investment results. Additionally, changes in the value of forward and futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures do not pay dividends unlike the stocks upon which they are based.

 

Fluctuation of Net Asset Value Risk – The NAV of the Fund’s shares will generally fluctuate with changes in the market value of the Fund’s holdings. The market prices of the Shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the shares on the Exchange. The Fund’s Sub- Adviser cannot predict whether the shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for the Shares will be closely related to, but not identical to, the same forces influencing the prices of the Fund’s holdings trading individually or in the aggregate at any point in time. In addition, unlike conventional ETFs, the Fund is not an index fund. The Fund is actively managed and does not seek to replicate the performance of a specified index. Index based ETFs have generally traded at prices which closely correspond to NAV per share. Actively managed ETFs have a limited trading history and, therefore, there can be no assurance as to whether and/or the extent to which the Shares will trade at premiums or discounts to NAV.

21

 

Anfield Diversified Alternatives ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
October 31, 2021

 

Market Risk – Overall market risk may affect the value of individual instruments in which the Fund invests. The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect the Fund’s performance. Factors such as domestic and foreign (non-U.S.) economic growth and market conditions, real or perceived adverse economic or political conditions, inflation, changes in interest rate levels, lack of liquidity in the bond or other markets, volatility in the equities or other securities markets, adverse investor sentiment affect the securities markets and political events affect the securities markets. Securities markets also may experience long periods of decline in value. When the value of the Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money.

 

Local, state, regional, national or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments and could result in decreases to the Fund’s net asset value. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments’ reactions to such events have led, and in the future may lead, to economic uncertainty, decreased economic activity, increased market volatility and other disruptive effects on U.S. and global economies and markets. Such events may have significant adverse direct or indirect effects on the Fund and its investments. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, impact the ability to complete redemptions, and affect Fund performance. A health crisis may exacerbate other pre-existing political, social and economic risks. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.

 

COVID-19 has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, business and school closings, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen.

 

(8)NEW ACCOUNTING PRONOUNCEMENTS

 

In October 2020, the Securities and Exchange Commission (“SEC”) adopted new regulations governing the use of derivative by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Funds. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to the Funds’ use of derivatives.

 

(9)SUBSEQUENT EVENTS

 

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.

22

 

Anfield Diversified Alternatives ETF
EXPENSE EXAMPLES (Unaudited)
October 31, 2021

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs for purchasing and selling shares; and (2) ongoing costs, including management fees and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The Example is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire six-month period from May 1, 2021 to October 31, 2021 (the ’‘period’’).

 

Actual Expenses

 

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ’‘Expenses Paid During the Period’’ to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions on purchases or sales of Fund shares. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

  Beginning Ending Expenses Paid Expense Ratio
  Account Value Account Value During Period During the Period
Actual 5/1/21 10/31/21 5/1/21 - 10/31/21* 5/1/21 - 10/31/21
  $1,000.00 $1,044.10 $5.52 1.07%
         
  Beginning Ending Expenses Paid Expense Ratio
Hypothetical Account Value Account Value During Period During the Period
(5% return before expenses) 5/1/21 10/31/21 5/1/21 – 10/31/21* 5/1/21 - 10/31/21
  $1,000.00 $1,019.81 $5.45 1.07%

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (184) divided by the number of days in the fiscal year (365).

23

 

Anfield Diversified Alternatives ETF
ADDITIONAL INFORMATION (Unaudited)
October 31, 2021

 

LIQUIDITY RISK MANAGEMENT PROGRAM

 

The Fund has adopted and implemented a written liquidity risk management program as required by Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act. The program is reasonably designed to assess and manage the Fund’s liquidity risk, taking into consideration, among other factors, the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources.

 

During the six months ended October 31, 2021, the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

24

 

PRIVACY NOTICE

 

FACTS WHAT DOES TWO ROADS SHARED TRUST DO WITH YOUR PERSONAL INFORMATION
   
Why? Financial companies choose how they share your personal information.
   
  Federal law gives consumers the right to limit some but not all sharing.
   
  Federal law also requires us to tell you how we collect, share, and protect your personal information.

Please read this notice carefully to understand what we do.
   
What? THE TYPES OF PERSONAL INFORMATION WE COLLECT AND SHARE DEPENDS ON THE PRODUCT OR SERVICE THAT YOU HAVE WITH US. THIS INFORMATION CAN INCLUDE:
   
  ●      Social Security number and income
   
  ●      Account transactions and transaction history
   
  ●      Investment experience and purchase history
   
  When you are no longer our customer, we continue to share your information as described in this notice.
   
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reason Two Roads Shared Trust chooses to share and whether you can limit this sharing.

 

Reasons we can share your personal information Does Two Roads
Shared Trust share?
Can you limit
this sharing?
For our everyday business purposes –    
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus YES NO
For our marketing purposes – NO We do not share
to offer our products and services to you    
For joint marketing with other financial companies NO We do not share
     
     
For our affiliates’ everyday business purposes – NO We do not share
information about your transactions and experiences    
     
For our affiliates’ everyday business purposes – NO We do not share
information about your creditworthiness    
For our affiliates to market to you NO We do not share
     
For nonaffiliates to market to you NO We do not share
     
Questions? Call 1-631-490-4300

25

 

What we do

How does Two Roads Shared Trust
protect my personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law.

These measures include computer safeguards and secured files and buildings.
   
  Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Two Roads Shared Trust We collect your personal information, for example, when you
collect my personal information?  
  ●      open an account or give us contact information
   
  ●      provide account information or give us your income information
   
  ●      make deposits or withdrawals from your account
   
  We also collect your personal information from other companies.
Why can’t I limit all sharing? Federal law gives you the right to limit only
   
  ●      sharing for affiliates’ everyday business purposes – information about your creditworthiness
   
  ●      affiliates from using your information to market to you
   
  ●      sharing for nonaffiliates to market to you
   
  State laws and individual companies may give you additional rights to limit sharing
   
Definitions  
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
   
  ●      Two Roads Shared Trust has no affiliates.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
   
  ●      Two Roads Shared Trust does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliates financial companies that together market financial products or services to you.
   
  ●      Two Roads Shared Trust does not jointly market.

26

 

Proxy Voting Policy
 
Information regarding how the Fund votes proxies relating to portfolio securities for the twelve month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-866-4848 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
 
Portfolio Holdings
 
Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-866-866-4848.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adviser
Regents Park Funds, LLC
4041 MacArthur Blvd., Suite 155
Newport Beach, CA 92660
 
Administrator
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246
 
This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Fund. Such an offering is made only by a prospectus, which contains information about the Fund’s investment objective, risks, fees and expenses. Investors are reminded to read the prospectus carefully before investing in the Fund.
 
 
 
ADLT-SAR21

 

 

(b) Not applicable

 

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

Item 4. Principal Accountant Fees and Services. Not applicable.

 

Item 5. Audit Committee of Listed Companies.

 

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)A of the Exchange Act. The registrant’s audit committee members are Mark Garbin, Mark Gersten, Neil M. Kaufman and Anita K. Krug.

 

Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders. None

 

Item 11. Controls and Procedures.

 

(a)       Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b)       There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Not applicable.

 

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.

 

(a)(3) Not applicable for open-end investment companies.

 

(b)       Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Two Roads Shared Trust

 

By (Signature and Title)

/s/ James Colantino

James Colantino, Principal Executive Officer/President

 

 

Date 1/6/2022

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)

/s/ James Colantino

James Colantino, Principal Executive Officer/President

 

Date 1/6/2022

 

 

By (Signature and Title)

/s/ Laura Szalyga

Laura Szalyga, Principal Financial Officer/Treasurer

 

Date 1/6/2022

EX-99.906 CERT 2 cert2.htm

certification

James Colantino, Principal Executive Officer, and Laura Szalyga, Principal Financial Officer of Two Roads Shared Trust (the “Registrant”), each certify to the best of his knowledge that:

1.       The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2021 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.       The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Principal Executive Officer  Principal Financial Officer
Two Roads Shared Trust  Two Roads Shared Trust
    
  
/s/ James Colantino  /s/ Laura Szalyga
James Colantino  Laura Szalyga
Date: 1/6/22  Date: 1/6/22

 

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Two Roads Shared Trust and will be retained by Two Roads Shared Trust and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

 

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

 

EX-99.CERT 3 cert1.htm

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act

 

I, James Colantino, certify that:

 

1.I have reviewed this report on Form N-CSR of the Anfield Diversified Alternatives ETF (a series of Two Roads Shared Trust the “registrant”);

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal period  for which the report is filed;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such  disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of Trustees (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: January 6, 2022 /s/ James Colantino
  James Colantino
  Principal Executive Officer

 


 

 

 

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act

 

I, Laura Szalyga, certify that:

 

1.I have reviewed this report on Form N-CSR of the Anfield Diversified Alternatives ETF (a series of Two Roads Shared Trust (the “registrant”);

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal period  for which the report is filed;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such  disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of Trustees (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are  reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: January 6, 2022 /s/ Laura Szalyga   
  Laura Szalyga
  Principal Financial Officer

 

GRAPHIC 4 af001_v1.jpg GRAPHIC begin 644 af001_v1.jpg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end GRAPHIC 5 af002_v1.jpg GRAPHIC begin 644 af002_v1.jpg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end GRAPHIC 6 af003_v1.jpg GRAPHIC begin 644 af003_v1.jpg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end GRAPHIC 7 af004_v1.jpg GRAPHIC begin 644 af004_v1.jpg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