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: 631-490-4300
Date of fiscal year end: 10/31
Date of reporting period: 4/30/22
Item 1. Reports to Stockholders.
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Anfield U.S. Equity Sector Rotation ETF |
AESR |
April 30, 2022 |
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 |
Anfield U.S. Equity Sector Rotation ETF
PORTFOLIO REVIEW (Unaudited)
April 30, 2022
Average Annual Total Return through April 30,2022*, as compared to its benchmark:
One | Inception *** | ||
6 Month Return | Year | through April 30, 2022 | |
Anfield U.S. Equity Sector Rotation ETF - NAV | -10.89% | -1.87% | 12.32% |
Anfield U.S. Equity Sector Rotation ETF - Market Price | -10.91% | -1.81% | 12.28% |
S&P 500 Total Return Index ** | -9.65% | 0.21% | 13.28% |
* | 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 redemptions of Fund shares. Total returns are calculated with the traded NAV on April 30, 2022. Past performance is no guarantee of future results. Performance figures for periods less than one year are not annualized. The Funds adviser has contractually agreed to reduce the Funds fees and/or absorb expenses of the Fund until at least February 28, 2023 to ensure that total annual Fund operating expenses after fee waiver and 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), and extraordinary expenses such as litigation expenses) will not exceed 1.50% of average daily net assets. This agreement may be terminated by the Funds Board of Trustees on 60 days written notice to the adviser. These fee waivers and expense reimbursements are subject to possible recoupment 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 recoupment can be achieved without exceeding the foregoing expense limits as well as any expense limitation in effect at the time the waiver or reimbursement is made. Please review the Funds most recent prospectus for more detail on the expense waiver. The expense limits in effect prior to their expiration on February 28, 2021 was 1.30%. Without waiver or reimbursement the gross expenses and fees of the Fund is 1.12%, per the most recent prospectus. These expenses were calculated with estimated other expenses and acquired fund fees and expenses. |
The Funds per share net asset value or NAV is the value of one share of the Fund as calculated in accordance with the standard formula for valuing exchange traded fund shares. 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 Funds 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 S&P 500 Total Return Index is a market capitalization-weighted index of 500 widely held common stocks. Investors may not invest directly in an index. Index returns are gross of any fees, brokerage commissions or other expenses of investing. |
*** | As of the close of business on the day of commencement of trading on December 16, 2019. |
Portfolio Composition as of April 30, 2022
Compositions | Percentage of Net Assets | |||
Exchange-Traded Funds | ||||
Equity | 91.7 | % | ||
Common Stocks | 6.7 | % | ||
Other Assets in Excess Of Liabilities | 1.6 | % | ||
100.0 | % |
Please refer to the Schedule of Investments in this Semi-Annual Report for a detailed analysis of the Funds holdings.
1
ANFIELD U.S. EQUITY SECTOR ROTATION ETF |
SCHEDULE OF INVESTMENTS (Unaudited) |
April 30, 2022 |
Shares | Fair Value | |||||||
COMMON STOCKS — 6.7% | ||||||||
ASSET MANAGEMENT - 0.4% | ||||||||
1,698 | Ameriprise Financial, Inc. | $ | 450,802 | |||||
BANKING - 0.7% | ||||||||
5,656 | Comerica, Inc. | 463,227 | ||||||
1,801 | Signature Bank | 436,292 | ||||||
899,519 | ||||||||
CHEMICALS - 1.0% | ||||||||
4,832 | CF Industries Holdings, Inc. | 467,883 | ||||||
11,899 | Mosaic Company (The) | 742,735 | ||||||
1,210,618 | ||||||||
ENGINEERING & CONSTRUCTION - 0.5% | ||||||||
4,989 | Quanta Services, Inc. | 578,624 | ||||||
HEALTH CARE FACILITIES & SERVICES - 0.4% | ||||||||
2,168 | HCA Healthcare, Inc. | 465,144 | ||||||
INTERNET MEDIA & SERVICES - 0.4% | ||||||||
3,122 | Expedia Group, Inc.(a) | 545,570 | ||||||
LEISURE FACILITIES & SERVICES - 0.4% | ||||||||
2,989 | Marriott International, Inc., Class A(a) | 530,607 | ||||||
OIL & GAS PRODUCERS - 1.5% | ||||||||
10,577 | Devon Energy Corporation | 615,264 | ||||||
7,246 | Marathon Petroleum Corporation | 632,286 | ||||||
8,754 | ONEOK, Inc. | 554,391 | ||||||
1,801,941 | ||||||||
RETAIL - DISCRETIONARY - 0.4% | ||||||||
2,208 | Tractor Supply Company | 444,802 | ||||||
SOFTWARE - 0.4% | ||||||||
1,806 | Microsoft Corporation | 501,201 | ||||||
See accompanying notes which are an integral part of these financial statements.
2
ANFIELD U.S. EQUITY SECTOR ROTATION ETF |
SCHEDULE OF INVESTMENTS (Unaudited) (Continued) |
April 30, 2022 |
Shares | Fair Value | |||||||
COMMON STOCKS — 6.7% (Continued) | ||||||||
STEEL - 0.6% | ||||||||
5,036 | Nucor Corporation | $ | 779,472 | |||||
TOTAL COMMON STOCKS (Cost $7,815,926) | 8,208,300 | |||||||
Shares | Fair Value | |||||||
EXCHANGE-TRADED FUNDS — 91.7% | ||||||||
EQUITY - 91.7% | ||||||||
119,826 | Consumer Discretionary Select Sector SPDR Fund | 19,517,260 | ||||||
100,348 | Energy Select Sector SPDR Fund | 7,541,152 | ||||||
587,346 | Financial Select Sector SPDR Fund | 20,269,311 | ||||||
64,831 | Health Care Select Sector SPDR Fund | 8,446,831 | ||||||
93,081 | Industrial Select Sector SPDR Fund | 8,855,726 | ||||||
31,197 | Invesco QQQ Trust Series 1 | 9,772,460 | ||||||
73,782 | Materials Select Sector SPDR Fund | 6,273,683 | ||||||
45,399 | SPDR S&P 500 ETF Trust | 18,704,388 | ||||||
92,920 | Technology Select Sector SPDR Fund | 13,140,746 | ||||||
112,521,557 | ||||||||
TOTAL EXCHANGE-TRADED FUNDS (Cost $107,148,907) | 112,521,557 | |||||||
TOTAL INVESTMENTS - 98.4% (Cost $114,964,833) | $ | 120,729,857 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES- 1.6% | 1,946,527 | |||||||
NET ASSETS - 100.0% | $ | 122,676,384 |
ETF | - Exchange-Traded Fund |
SPDR | - Standard & Poors Depositary Receipt |
(a) | Non-income producing security. |
See accompanying notes which are an integral part of these financial statements.
3
Anfield U.S. Equity Sector Rotation ETF |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
April 30, 2022 |
ASSETS | ||||
Investment securities: | ||||
At cost | $ | 114,964,833 | ||
At fair value | $ | 120,729,857 | ||
Cash | 1,882,875 | |||
Dividends receivable | 11,144 | |||
Receivable for securities sold | 145,133 | |||
Prepaid expenses and other assets | 6,849 | |||
TOTAL ASSETS | 122,775,858 | |||
LIABILITIES | ||||
Investment advisory fees payable | 82,234 | |||
Accrued audit fees | 10,160 | |||
Payable to related parties | 7,080 | |||
TOTAL LIABILITIES | 99,474 | |||
NET ASSETS | $ | 122,676,384 | ||
Net Assets Consist Of: | ||||
Paid in capital (a) | $ | 115,990,679 | ||
Accumulated earnings | 6,685,705 | |||
NET ASSETS | $ | 122,676,384 | ||
Net Asset Value Per Share: | ||||
Shares: | ||||
Net assets | $ | 122,676,384 | ||
Shares of beneficial interest outstanding (a) | 10,075,000 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share | $ | 12.18 |
(a) | Unlimited number of shares of beneficial interest authorized, no par value. |
See accompanying notes to financial statements.
4
Anfield U.S. Equity Sector Rotation ETF |
STATEMENT OF OPERATIONS (Unaudited) |
For the Six Months Ended April 30, 2022 |
INVESTMENT INCOME | ||||
Dividends | $ | 770,946 | ||
TOTAL INVESTMENT INCOME | 770,946 | |||
EXPENSES | ||||
Investment advisory fees | 479,282 | |||
Administrative services fees | 31,043 | |||
Audit fees | 10,910 | |||
Compliance officer fees | 9,762 | |||
Printing and postage expenses | 8,247 | |||
Legal fees | 7,546 | |||
Custodian fees | 7,471 | |||
Transfer agent fees | 7,068 | |||
Insurance expense | 5,052 | |||
Trustees fees and expenses | 1,453 | |||
Other expenses | 7,194 | |||
TOTAL EXPENSES | 575,028 | |||
NET EXPENSES | 575,028 | |||
NET INVESTMENT INCOME | 195,918 | |||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||
Net realized gain from investments | 692,677 | |||
Net realized gain from redemptions in-kind | 255,162 | |||
Net change in unrealized depreciation on investments | (14,644,493 | ) | ||
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS | (13,696,654 | ) | ||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | (13,500,736 | ) |
See accompanying notes to financial statements.
5
Anfield U.S. Equity Sector Rotation ETF |
STATEMENTS OF CHANGES IN NET ASSETS |
For the | For the | |||||||
Six Months Ended | Year Ended | |||||||
April 30, 2022 | October 31, 2021 | |||||||
FROM OPERATIONS | (Unaudited) | |||||||
Net investment income | $ | 195,918 | $ | 106,917 | ||||
Net realized gain from investments | 692,677 | 7,478,602 | ||||||
Net realized gain from redemptions in-kind | 255,162 | 667,142 | ||||||
Net change in unrealized appreciation(depreciation) on investments | (14,644,493 | ) | 16,251,952 | |||||
Net increase (decrease) in net assets resulting from operations | (13,500,736 | ) | 24,504,613 | |||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Total distributions paid | (7,670,654 | ) | (534,376 | ) | ||||
Net decrease in net assets from distributions to shareholders | (7,670,654 | ) | (534,376 | ) | ||||
FROM SHARES OF BENEFICIAL INTEREST | ||||||||
Proceeds from shares sold | 23,499,338 | 55,941,830 | ||||||
Payments for shares redeemed | (1,003,940 | ) | (2,789,571 | ) | ||||
Net increase in net assets from shares of beneficial interest | 22,495,398 | 53,152,259 | ||||||
TOTAL INCREASE IN NET ASSETS | 1,324,008 | 77,122,496 | ||||||
NET ASSETS | ||||||||
Beginning of Year/Period | 121,352,376 | 44,229,880 | ||||||
End of Year/Period | $ | 122,676,384 | $ | 121,352,376 | ||||
SHARE ACTIVITY | ||||||||
Shares Sold | 1,825,000 | 4,375,000 | ||||||
Shares Redeemed | (75,000 | ) | (225,000 | ) | ||||
Net increase in shares from beneficial interest outstanding | 1,750,000 | 4,150,000 |
See accompanying notes to financial statements.
6
Anfield U.S. Equity Sector Rotation ETF |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Period Presented |
For the | For the | For the | ||||||||||
Six Months Ended | Year Ended | Period Ended | ||||||||||
April 30, 2022 | October 31, 2021 | October 31, 2020 (a) | ||||||||||
(Unaudited) | ||||||||||||
Net asset value, beginning of year/period | $ | 14.58 | $ | 10.59 | $ | 10.00 | ||||||
Activity from investment operations: | ||||||||||||
Net investment income (b) | 0.02 | 0.02 | 0.01 | |||||||||
Net realized and unrealized gain (loss) on investments | (1.50 | ) | 4.09 | 0.61 | ||||||||
Total from investment operations | (1.48 | ) | 4.11 | 0.62 | ||||||||
Less distributions from: | ||||||||||||
Net investment income | (0.02 | ) | (0.04 | ) | (0.03 | ) | ||||||
Net realized gains | (0.90 | ) | (0.08 | ) | — | |||||||
Total distributions | (0.92 | ) | (0.12 | ) | (0.03 | ) | ||||||
Net asset value, end of year/period | $ | 12.18 | $ | 14.58 | $ | 10.59 | ||||||
Market price, end of year/period | $ | 12.17 | $ | 14.57 | $ | 10.61 | ||||||
Total return (c)(d) | (10.89 | )% (k) | 39.14 | % | 6.26 | % (j)(k) | ||||||
Market Price Total return | (10.91 | )% (k) | 38.78 | % | 6.46 | % (k) | ||||||
Net assets, end of year/period (000s) | $ | 122,676 | $ | 121,352 | $ | 44,230 | ||||||
Ratio of gross expenses to average net assets (e)(f) | 0.95 | % (l) | 1.00 | % | 1.33 | % (l) | ||||||
Ratio of net expenses to average net assets (f)(g) | 0.95 | % (l) | 1.01 | % | 1.30 | % (l) | ||||||
Ratio of net investment income to average net assets (h) | 0.33 | % (l) | 0.12 | % | 0.13 | % (l) | ||||||
Portfolio Turnover Rate (i) | 22 | % (k) | 31 | % | 19 | % (k) | ||||||
(a) | The Anfield U.S. Equity Sector Rotation ETF shares commenced operations on December 16, 2019. |
(b) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the period. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. Total return would have been lower absent fee waiver/expense reimbursement or recapture, respectively. |
(d) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(e) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements/recapture by the Adviser. |
(f) | Does not include the expenses of other investment companies in with the Fund invests. |
(g) | Represents the ratio of expenses to average net assets inclusive of fee waivers and/or expense reimbursements/recapture by the Advisor. |
(h) | 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. |
(i) | Portfolio turnover rate excludes securities received or delivered from in-kind transactions. |
(j) | Represents total return based on net asset values per share from commencement of investment operations on December 16, 2019 through October 31, 2020. |
(k) | Not annualized. |
(l) | Annualized. |
See accompanying notes to financial statements.
7
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited) |
April 30, 2022 |
(1) | ORGANIZATION |
The Anfield U.S. Equity Sector Rotation ETF (the Fund) 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 December 16, 2019. The Fund is an actively managed exchange traded fund (ETF) that is a fund of funds. The Funds investment objective is to seek to outperform traditional large-cap equity indices and styles over full market cycles by investing in various sectors of the equity market.
(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 Standards 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). Investments in open-end investment companies are valued at net asset value.
The Fund may hold securities, such as private investments, interests in commodity pools, 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 Committees application of the fair valuation methodologies employed.
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.
8
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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 Funds 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 Funds 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.
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.
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds 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.
9
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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 April 30, 2022 for the Funds assets and liabilities measured at fair value:
Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 8,208,300 | $ | — | $ | — | $ | 8,208,300 | ||||||||
Exchange Traded Funds | 112,521,557 | — | — | 112,521,557 | ||||||||||||
Total | $ | 120,729,857 | $ | — | $ | — | $ | 120,729,857 |
The Fund did not hold any Level 2 or 3 securities during the period.
* | Refer to the Schedule of Investments for portfolio composition. |
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.
Dividends and Distributions to Shareholders
Ordinarily, dividends from net investment income, if any, are declared and paid quarterly 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.
10
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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 Funds tax position and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on the Funds open tax return for October 31, 2021 and expected to be taken on the Funds October 31, 2022 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 Funds 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 six months period ended April 30, 2022, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments) for the Fund amounted to $26,080,127 and $31,385,029. For the six months period ended April 30, 2022, cost of purchases and proceeds from sales of portfolio securities for in-kind transactions, amounted to $19,988,619 and $623,976.
(4) | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Regents Park Funds, LLC serves as the Funds 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. 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 April 30, 2022 the Fund incurred Advisory Fees of $479,282.
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Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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 majority interest in Anfield. The Sub-Adviser is an affiliate of the Adviser. The Sub-Adviser, with respect to the portion of the Funds assets allocated to the Sub -Adviser, is responsible for selecting investments and assuring that investments are made in accordance with the Funds 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 Funds fees and/or absorb expenses of the Fund until at least February 28, 2023 to ensure that total annual Fund operating expenses after fee waiver and 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), and extraordinary expenses such as litigation expenses) will not exceed 1.50% of average daily net assets. The expense limit in effect prior to its expiration on February 28, 2021 was 1.30%. This agreement may be terminated by the Funds Board of Trustees on 60 days written notice to the adviser. These fee waivers and expense reimbursements are subject to possible recoupment 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 recoupment can be achieved without exceeding the foregoing expense limits as well as any expense limitation in effect at the time the waiver or reimbursement is made. All prior year waived fees and expense reimbursements have been recouped.
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.
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Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
(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 $114,978,469 for the Fund, and differs from market value by net unrealized appreciation (depreciation) which consisted of:
Gross unrealized appreciation: | $ | 6,648,411 | ||
Gross unrealized depreciation: | (897,023 | ) | ||
Net unrealized appreciation: | $ | 5,751,388 |
The tax character of fund distributions paid for the year ended October 31, 2021 and October 31, 2020 was as follows:
Fiscal Year Ended | Fiscal Year Ended | |||||||
October 31, 2021 | October 31, 2020 | |||||||
Ordinary Income | $ | 534,376 | $ | 13,268 | ||||
Long-Term Capital Gain | — | — | ||||||
Return of Capital | — | — | ||||||
$ | 534,376 | $ | 13,268 |
As of October 31, 2021, the components of accumulated earnings/(deficit) 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/(Deficits) | ||||||||||||||||||||
$ | 3,015,656 | $ | 4,445,558 | $ | — | $ | — | $ | — | $ | 20,395,881 | $ | 27,857,095 |
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.
Permanent book and tax differences, primarily attributable to the book/tax basis treatment of realized gain (loss) on in-kind redemptions, resulted in reclassifications for the Fund for the year ended October 31, 2021 as follows:
Paid | ||||||
In | Accumulated | |||||
Capital | Earnings (Losses) | |||||
$ | 667,142 | $ | (667,142 | ) |
(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. 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
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Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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 Funds investments in securities, financial instruments and derivatives expose it to various risks, certain of which are discussed below. Please refer to the Funds prospectus and statement of additional information for further information regarding the risks associated with the Funds investments which include, but are not limited to: active trading risk, authorized participant concentration risk, common stock risk, cybersecurity risk, derivatives risk, ETF structure risk, fluctuation of net asset value risk, focus risk, forward and futures contract risk, gap risk, geographic risk, hedging transactions risk, index risk, investment companies and ETF risk, issuer-specific risk, large-cap securities risk, leveraging risk, liquidity risk, management risk, market risk, market events risk, new fund risk, regulatory risk, sector risk, securities lending risk, swap risk, underlying fund risk, valuation risk and volatility risk.
Investment Companies and ETFs Risks – When the Fund invests in other investment companies, including ETFs, it will bear additional expenses based on its pro rata share of other investment companys 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.
Underlying Fund Risk – The Funds investment performance and its ability to achieve its investment objective are directly related to the performance of the underlying funds in which it invests. There can be no assurance that the Funds investments in the underlying funds will achieve their respective investment objectives. The Fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
Derivatives Risk – The derivative instruments in which the Fund may invest, including futures, options, credit default swaps, total return swaps, repurchase agreements and other similar instruments, may be more volatile than other instruments and may be subject to unanticipated market movements, which are potentially unlimited. The risks associated with investments in derivatives also include liquidity, interest rate, market, credit and management risks, mispricing or improper valuation. Changes in the market value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund or an underlying fund could lose more than the principal amount invested. In addition, if a derivative is being used for hedging purposes there can be no assurance given that each derivative position will achieve a perfect correlation with the security or currency against which it is being hedged,
14
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
or that a particular derivative position will be available when sought by the portfolio manager.
ETF Structure Risks – The Fund is structured as an ETF and as a result is subject to the 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 Funds shares may not be developed or maintained. If the Funds 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 Funds 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, particularly during times of market stress, with the result that investors may pay significantly more or significantly less for Fund shares than the Funds NAV, which is reflected in the bid and ask price for Fund shares or in the closing price. If a shareholder purchases shares at a time when the market price is at a premium to the NAV or sells shares at a time when the market price is at a discount to NAV, the shareholder may sustain losses if the shares are sold at a price that is less than the price paid by the shareholder for the shares. When all or a portion of an ETFs underlying securities trade in a market that is closed when the market for the Funds shares is open, there may be changes from the last quote of the closed market and the quote from the Funds domestic trading day, which could lead to differences between the market value of the Funds shares and the Funds NAV. In stressed market conditions, the market for the Funds shares may become less liquid in response to the deteriorating liquidity of the Funds portfolio. This adverse effect on the liquidity of the Funds shares may, in turn, lead to differences between the market value of the Funds shares and the Funds NAV.
Fluctuation of Net Asset Value Risk – The NAV of the Funds shares will generally fluctuate with changes in the market value of the Funds 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 Funds 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 Funds 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. 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.
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 Funds 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 and other markets, volatility in the securities markets, adverse investor sentiment affect the securities markets and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods of decline in value. When the value of the Funds 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 Funds 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
15
Anfield U.S. Equity Sector Rotation ETF |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
April 30, 2022 |
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) | 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.
16
Anfield U.S. Equity Sector Rotation ETF |
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Unaudited) |
April 30, 2022 |
On April 5, 2022, the Audit Committee of the Board of Trustees of Two Roads Shared Trust (the Trust or registrant), selected and appointed and recommended Deloitte & Touche LLP (Deloitte) as the Funds independent registered public accounting firm for the fiscal year ending October 31, 2022, in replacement of RSM US LLP (RSM) which served previously as the independent registered public accounting firm for the Fund.
RSM reports on the Funds financial statements for either of the past two fiscal years, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years of the Fund ended October 31, 2020 and October 31, 2021 and the subsequent interim period through April 5, 2022, (i) there were no disagreements between the Fund and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of the disagreement in its report on the financial statements for such period and (ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the fiscal years of the Fund ended October 31, 2020 and October 31, 2021, and during the subsequent interim period prior to appointing Deloitte, neither the registrant, nor anyone acting on its behalf, consulted with Deloitte on behalf of the Fund regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Funds financial statements, or any matter that was either: (i) the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.
17
Anfield U.S. Equity Sector Rotation ETF |
ADDITIONAL INFORMATION (Unaudited) |
April 30, 2022 |
Approval of Advisory Agreement
Regents Park Funds, LLC and Anfield Capital Management, LLC for the Anfield U.S. Equity Sector Rotation ETF
At a meeting held on March 8-9, 2022 (the Meeting), the Board of Trustees (the Board) of Two Roads Shared Trust (the Trust), each of whom is not an interested person of the Trust (the Independent Trustees or the Trustees), as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act), considered the renewal of the investment advisory agreement (the Advisory Agreement) between Regents Park Funds, LLC (Regents Park or the Adviser) and the Trust, on behalf of Anfield U.S. Equity Sector Rotation ETF (the Fund or the Anfield ETF) and the renewal of the sub-advisory agreement (the Sub-Advisory Agreement) among Regents Park, Anfield Capital Management, LLC (Anfield or the Sub-Adviser) and the Trust, on behalf of the Anfield ETF.
In connection with the Boards consideration of the Advisory Agreement and the Sub-Advisory Agreement, the Board received written materials in advance of the Meeting, which included information regarding: (i) the nature, extent, and quality of services to be provided to the Anfield ETF by the Adviser and the Sub-Adviser; (ii) a description of the Advisers and the Sub-Advisers investment management personnel; (iii) an overview of the Advisers and the Sub-Advisers respective operations and financial condition; (iv) a description of the Advisers and the Sub-Advisers brokerage practices (including any soft dollar arrangements); (v) a comparison of the Anfield ETFs advisory fee and overall expenses with those of comparable mutual funds; (vi) the anticipated level of profitability from the Advisers and the Sub-Advisers fund-related operations; (vii) the Advisers and the Sub-Advisers compliance policies and procedures, including policies and procedures for personal securities transactions, business continuity and information security and (viii) information regarding the performance record of the Fund as compared to other mutual funds with similar investment strategies.
Throughout the process, including at the meeting, the Board had numerous opportunities to ask questions of and request additional materials from Regents Park and Anfield. During the Meeting, the Board was advised by, and met, in executive session with, the Boards independent legal counsel, and received a memorandum from such independent counsel regarding their responsibilities under applicable law. The Board also noted that the evaluation process with respect to the Adviser and the Sub -Adviser was an ongoing one and that in this regard, the Board took into account discussions with management and information provided to the Board at prior meetings with respect to the services provided by the Adviser and the Sub-Adviser, including quarterly performance reports prepared by management. The Board noted that the information received and considered by the Board in connection with the Meeting and throughout the year was both written and oral.
Matters considered by the Board in connection with its approval of the Advisory Agreement and Sub-Advisory Agreement included, among others, the following:
Nature, Extent and Quality of Services. The Board reviewed materials provided by Regents Park (the Adviser) related to the Advisory Agreement with respect to the Fund, including: the Advisory Agreement; a description of the manner in which investment decisions are made and executed; an overview of the personnel that perform services for the Fund and their background and experience; a review of the financial condition of Regents Park; information regarding risk management processes and liquidity management; the compliance policies and procedures of Regents Park, including its business continuity and cybersecurity policies and a code of ethics that contained provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b); Regents Parks compliance resources and practices; information regarding Regents Parks compliance and regulatory history; and an independent report prepared by Broadridge analyzing the performance record, fees and expenses of the Fund as compared to those of a peer group of other mutual funds with similar investment strategies as selected by Broadridge. The Board also noted that on a regular basis it received and reviewed information from the Trusts CCO regarding the Funds compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, which included evaluating the regulatory compliance systems of the Adviser and procedures reasonably designed to ensure compliance with the federal securities laws. The Board also considered the Advisers policies and procedures relating to business continuity and
18
Anfield U.S. Equity Sector Rotation ETF |
ADDITIONAL INFORMATION (Unaudited) (Continued) |
April 30, 2022 |
cybersecurity, including the review and evaluation of the Trusts CCO of these policies and procedures.
The Board took into account that both Regents Park and Anfield are affiliates under common control and share many, but not all, key personnel with each other, and considered the expansion in staffing of the Adviser in key areas. The Board considered the differing functions of each firm with respect to managing either operations and/or portfolio management for the Fund, any potential conflicts of interest for the Fund that the arrangement served, and the Advisers mitigation of such conflicts. The Board noted no significant disruption or impact to services to the Adviser as a result of the COVID-19 pandemic and that the Adviser had continued to provide the same level, quality and extent of services to the Fund. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including entrepreneurial risk and ongoing risks including investment, operational, enterprise, litigation, regulatory and compliance risks with respect to the Fund.
The Board considered Regents Parks role as the investment adviser to the Anfield ETF and Regents Parks retention of a sub-adviser to manage day-to–day investment decisions of the Fund. The Board considered the oversight and supervisory role performed by Regents Park for the Fund, and noted that Regents Park generally provided management and operated a Sub-Adviser Oversight Committee to accomplish services to the Fund, including overall management of the Funds business and expenses; design, including competitor analysis and fee determination; and compliance and operational support. The Board considered that Regents Park received daily reports from the Sub-Adviser in connection with its oversight of the Sub -Adviser. In addition, the Board considered its familiarity with Regents Parks personnel obtained from the Boards oversight of the Fund and of other funds in the Trust advised by Regents Park, as well as the affiliation between Regents Park and Anfield and any potential conflicts of interest with the Sub-Adviser.
In considering the nature, extent, and quality of the services provided by Regents Park, the Board also took into account its knowledge, acquired through discussions and reports during the preceding year and in past years, of Regents Parks management and the quality of the performance of its duties. The Board concluded that the management of Regents Park had the skills, experience and sophistication necessary to effectively oversee the Sub-Adviser and concluded that Regents Park had sufficient quality and depth of personnel, resources, and compliance policies and procedures for performing its duties and that the nature, overall quality and extent of the services provided by Regents Park were satisfactory and reliable.
The Board reviewed materials provided by Anfield (the Sub-Adviser) related to the Sub-Advisory Agreement with the Trust with respect to the Anfield ETF, including: the Sub- Advisory Agreement; a description of the manner in which investment decisions are made and executed; an overview of the personnel that perform services for the Anfield ETF and their background and experience; a summary of the financial condition of the Sub -Adviser; a written report containing the Sub-Advisers performance commentaries for the prior quarterly period; the Sub-Advisers compliance policies and procedures, including its business continuity and cybersecurity policies, a code of ethics containing provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b); information regarding risk management processes and liquidity management; an annual review of the operation of the Sub- Advisers compliance program; information regarding the Sub-Advisers compliance and regulatory history; and an independent report prepared by Broadridge, an independent third party data provider, analyzing the performance record of the Anfield ETF and the fees and expenses of the Anfield ETF as compared to other mutual funds with similar investment strategies, as applicable.
In considering the nature, extent, and quality of the services provided by Anfield in its capacity as a sub-adviser, the Board also took into account its knowledge of Anfields management and the quality of the performance of its duties as adviser and as a sub-adviser, acquired through discussions and reports during the preceding year and in past years. The Board reviewed the background information on Anfields key personnel, taking into consideration their education, financial industry experience, and fixed income experience. The Board concluded that Anfield had sufficient quality and depth of personnel, resources, investment methodologies and compliance policies and procedures to perform its duties under the Sub -Advisory Agreement with respect to the Anfield ETF and that the nature, overall quality and extent of the services provided by Anfield were satisfactory and reliable.
19
Anfield U.S. Equity Sector Rotation ETF |
ADDITIONAL INFORMATION (Unaudited) (Continued) |
April 30, 2022 |
Performance. In considering the Funds performance, the Board noted that it reviews information about the Funds performance results at its regularly scheduled meetings. Among other data, the Board considered the Funds performance as compared to a broad -based index and against a group of peer funds provided by Broadridge, an independent third-party data provider (the Peer Group). The Board noted that while it found the data provided by the independent third-party generally useful, it recognized its limitations, including in particular that data may vary depending on the selected end date and that the results of the performance comparisons may vary depending on the selection of the Peer Group. The Board also noted differences in the investment strategies of the Fund relative to its Peer Group.
The Board also took into account managements discussion of the performance of the Anfield ETF, including the quarterly written reports containing the Advisers and Sub-Advisers respective performance commentaries. The Board also noted that each of the Adviser and Sub-Adviser was actively monitoring the performance of the Fund.
With respect to the Anfield U.S Equity Sector Rotation ETF, the Board considered that Anfield is responsible for the day-to-day management of the Funds investment portfolio. Among other data, the Board considered the Funds performance for the one-year and since inception periods ended January 31, 2022 as compared with the performance of the funds in its Peer Group and Morningstar category (Large Blend), and the benchmark index. The Board considered that the Fund matched the median of its Morningstar Category for the one-year period and outperformed the median of its Peer Group for the same period. The Fund outperformed the median of both its Peer Group and Morningstar Category for the since inception period and underperformed its benchmark index for both the one-year and since -inception periods. The Board concluded that the overall performance of the Fund was satisfactory.
Fees and Expenses. Regarding the costs of the services provided by the Adviser and Sub-Adviser, the Board considered, among other expense data, a comparison prepared by Broadridge of the Funds advisory fee and operating expenses compared to the advisory fee and expenses of the funds in its Peer Group and Morningstar category. The Board noted that while it found the data provided by the independent third-party generally useful, it recognized its limitations, including potential differences in the investment strategies of the Fund relative to its Peer Group, as well as the level, quality and nature of the services provided by the Adviser and Sub-Adviser with respect to the Fund.
The Board noted with respect to the Anfield US Equity Sector Rotation ETF that Regents Parks advisory fee was higher than the median of the Peer Group and the median of the Morningstar category. The Board also noted that the Funds gross expense ratio was higher than the median of its Peer Group. The Board took into account that the Adviser had agreed to reimburse expenses to limit net annual operating expenses to 1.50% of the Funds average net assets (exclusive of any taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) and the impact of the Funds current asset level on expenses.
With respect to the sub-advisory fees relating to the Fund, the Board considered that the Fund pays an advisory fee to the Adviser and that, in turn, the Adviser pays a portion of its advisory fee to the Sub-Adviser. The Board also took into account the amount of the advisory fee to be retained by Regents Park and the services to be provided with respect to the Fund by the Adviser and the Sub -Adviser. In considering the level of the Funds advisory and sub- advisory fee, the Board also took into account the fees charged by the Adviser and Sub -Adviser to other accounts managed with a similar investment strategy, if any, noting that differences were attributable to the differences in the management of these different kinds of accounts. The Board also noted any reimbursement of Fund expenses by the Sub-Adviser.
Based on the factors above, the Board concluded that the advisory fee and sub-advisory fee of the Fund was not unreasonable.
Profitability. The Board considered the profitability of each of Regents Park and Anfield and whether these profits were reasonable in light of the services provided to the Fund. The Board reviewed profitability analyses prepared by Regents Park and Anfield based on the Funds asset levels and considered the total profits of each of the Adviser and the Sub-Adviser, respectively, from its relationship with the Fund. The Board concluded that each of
20
Anfield U.S. Equity Sector Rotation ETF |
ADDITIONAL INFORMATION (Unaudited) (Continued) |
April 30, 2022 |
Regents Park and Anfields profitability from its respective relationship with the Fund, after taking into account a reasonable allocation of costs, was not excessive.
Economies of Scale. The Board considered whether any of Regents Park or Anfield would realize economies of scale with respect to the advisory or sub-advisory services provided to the Fund. The Board considered the profitability analyses included in the Board Materials and noted that expenses of managing the Fund as a percentage of assets under management were expected to decrease as the Funds assets continue to grow. The Board noted that at current asset levels, economies of scale were not a relevant consideration and that it would revisit whether economies of scale exist in the future once the Fund had achieved sufficient size.
Other Benefits. The Board also considered the character and amount of other direct and incidental benefits to be received by each of Regents Park and Anfield from its respective association with the Fund. The Board noted that neither of Regents Park or Anfield believed it would receive any direct, indirect or ancillary material fall-out benefits from its relationship with the Fund, other than certain reputational benefits which may result from these relationships. The Board concluded that such benefits are reasonable.
Conclusion. The Board, having requested and received such information from each of Regents Park and Anfield as it believed reasonably necessary to evaluate the terms of the Advisory Agreement and Sub-Advisory Agreement and having been advised by independent counsel that it had appropriately considered and weighed all relevant factors, determined that approval of Advisory Agreement and Sub-Advisory Agreement with respect to the Fund for an additional one-year term was in the best interests of the Fund and its shareholders.
In considering the renewal of the Advisory Agreement and Sub-Advisory Agreement, the Board considered a variety of factors, including those discussed above, and also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry). The Board did not identify any one factor as determinative, and each Independent Trustee may have weighed each factor differently. The Boards conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Boards ongoing regular review of fund performance and operations throughout the year.
21
Anfield U.S. Equity Sector Rotation ETF |
EXPENSE EXAMPLES (Unaudited) |
April 30, 2022 |
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 period and held for the entire period from November 1, 2021 to April 30, 2022 (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 Funds actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds 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 | 11/1/21 | 4/30/22 | 11/1/21 – 4/30/22* | 11/1/21 - 4/30/22 | ||||||||||
$1,000.00 | $891.10 | $4.48 | 0.95% | |||||||||||
Beginning | Ending | Expenses Paid | Expense Ratio | |||||||||||
Hypothetical | Account Value | Account Value | During Period | During the Period | ||||||||||
(5% return before expenses) | 11/1/21 | 4/30/22 | 11/30/22 - 4/30/22* | 11/30/21 - 4/30/22 | ||||||||||
$1,000.00 | $1,020.06 | $4.78 | 0.95% |
* | Expenses are equal to the average account value over the period, multiplied by the Funds annualized expense ratio, multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365). |
22
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 |
23
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. |
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 cant 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. |
24
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 Commissions (SEC) website at http://www.sec.gov.
Portfolio Holdings
The Fund files its complete schedule of portfolio holdings with 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 on the SECs 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 Funds investment objective, risks, fees and expenses. Investors are reminded to read the prospectus carefully before investing in the Fund.
AUSE-SAR22
(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 Registrants. Not applicable.
Item 6. 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 Management Investment Companies. 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 Management Investment Company and Affiliated Purchasers. 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 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)(3) Not applicable to open-end investment companies.
(a)(4) Change in registrant’s independent public accountant is 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
Date 7/8/2022
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
Date 7/8/2022
By (Signature and Title)
/s/ Laura Szalyga
Laura Szalyga, Principal Financial Officer
Date 7/8/2022
CERTIFICATIONS
I, James Colantino certify that:
1. I have reviewed this report on Form N-CSR of Anfield U.S. Equity Sector Rotation ETF (a series of Two Roads Shared Trust);
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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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 directors (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: 7/8/2022 | /s/ James Colantino | |
James Colantino | ||
Principal Executive Officer |
CERTIFICATIONS
I, Laura Szalyga certify that:
1. I have reviewed this report on Form N-CSR of Anfield U.S. Equity Sector Rotation ETF (a series of Two Roads Shared Trust);
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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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 directors (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: 7/8/2022 | /s/ Laura Szalyga | |
Laura Szalyga | ||
Principal Financial Officer |
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 April 30, 2022 (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: 7/8/2022 | Date: 7/8/2022 |
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.
Anfield U.S. Equity Sector Rotation ETF
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Unaudited)
April 30, 2022
On April 5, 2022, the Audit Committee of the Board of Trustees of Two Roads Shared Trust (the “Trust” or “registrant”), selected and appointed and recommended Deloitte & Touche LLP (“Deloitte”) as the Fund’s independent registered public accounting firm for the fiscal year ending October 31, 2022, in replacement of RSM US LLP ("RSM") which served previously as the independent registered public accounting firm for the Fund.
RSM reports on the Fund’s financial statements for either of the past two fiscal years, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years of the Fund ended October 31, 2020 and October 31, 2021 and the subsequent interim period through April 5, 2022, (i) there were no disagreements between the Fund and RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused it to make reference to the subject matter of the disagreement in its report on the financial statements for such period and (ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
During the fiscal years of the Fund ended October 31, 2020 and October 31, 2021, and during the subsequent interim period prior to appointing Deloitte, neither the registrant, nor anyone acting on its behalf, consulted with Deloitte on behalf of the Fund regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Fund’s financial statements, or any matter that was either: (i) the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
July 11, 2022
Securities and Exchange Commission
Washington, D.C. 20549
Commissioners:
We have read Anfield U.S. Equity Sector Rotation ETF’s statements included under Item 13(a)(4) of its Form N-CSR filed on July 11, 2022 and we agree with such statements concerning our firm made in paragraphs two and three. We have no basis to agree or disagree with the statements in paragraph one and four of Exhibit 13(a)(4).
Sincerely,
/s/ RSM US LLP
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