N-CSR 1 tacticaldivncsr.htm N-CSR

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, OH 45246

(Address of principal executive offices) (Zip code)

Timothy Burdick Ultimus Fund Solutions, LLC.

4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022

(Name and address of agent for service)

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

Date of fiscal year end: 7/31

Date of reporting period: 7/31/22

ITEM 1. REPORTS TO SHAREHOLDERS.

(HANLON LOGO)

Tactical Dividend and Momentum Fund

(formerly, Hanlon Tactical Dividend and Momentum Fund)

Class A	HTDAX
Class C	HTDCX
Class I	HTDIX
Class R	HTDRX

Annual Report

July 31, 2022

www.HanlonFunds.com

1-844-828-3212

Distributed by Northern Lights Distributors, LLC

Member FINRA

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 offering is made only by a prospectus, which contains information about the Fund’s investment objective, risks, fees and expenses. Investors are reminded to read the Fund’s prospectus carefully before investing in the Fund.

Dear Fellow Shareholders,

(PHOTO)

Sean Hanlon, CFP^®

Chairman, CEO and Co-Chief Investment Officer

We launched the Tactical Dividend and Momentum Fund (“TDM”, “the Fund”) with the goal of protecting our shareholders from large market drawdowns and providing positive, risk-adjusted returns; although there is no guarantee that we will meet these objectives. The Fund invests in the 11 major equity economic sectors, weighted up to their respective S&P 500 market capitalizations. Although there is no guarantee, this approach attempts to closely track the broader equity market during times when the market is steadily advancing. When a given sector displays relative weakness, we will attempt to reduce or eliminate exposure, while remaining in the other sectors. In extreme times, we may exit the markets completely and ride out the volatility in cash or short-term fixed income positions.

Thank you,

(SIGNATURE)

Commentary

Note: The following commentary pertains to the Fund’s annual reporting period from August 1, 2021 to July 31, 2022.

US equity markets have struggled in 2022 against headwinds stemming from global pandemic supply chain logjams, geopolitical uncertainty in Europe, and the hawkish shift from the Federal Reserve (“the Fed”). The undercurrent of inflation is the common theme; supply chain issues have led to scarcity and abnormally high demand for goods, the conflict in Ukraine has caused inflation in energy prices, and the Federal Reserve’s attempt to contain inflation has necessitated a series of interest rate hikes.

The Federal Reserve’s commentary has evolved over the past year from the somewhat dismissive “transitory” characterization back in 2021 to a more-serious assessment of inflation as “uncomfortably high” in its July 2022 policy meeting. The Fed’s shift in tone has been accompanied by a series of aggressive interest rate hikes, including back-to-back 0.75% increases in June and July to bring the benchmark Federal Funds rate to the 2.25%-2.5% range. Expectations based on Federal Funds Futures indicate rates may reach the 3.75%-4.0% range by year’s end.

The Fed’s rate hikes are intended to increase the cost of borrowing and therefore slow the economy, which will certainly lead to lower corporate profits and increased job losses, with a full-blown economic recession as a potential outcome. Ultimately, monthly inflation data releases will determine how long the Fed continues with its outsized rate hikes before slowing to the more typical, 0.25% rate hikes it has employed in the past. Thus far, that data has shown sustained inflationary pressures, particularly in the costs of housing and services, while energy costs have eased in recent months.

Given the forward-looking nature of markets, the looming threat of recession has kept many investors on the sidelines, despite earnings that have been quite strong for most companies. In the first quarter of 2022, 77% of companies in the S&P 500 Index beat earnings estimates, followed by a 75% beat rate in the second quarter. Countering the narrative that high-growth technology stocks would be among the most vulnerable to Fed rate hikes, the Technology sector posted the best second quarter earnings, with 87% beating estimates. Financial sector stocks, on the other hand, were among the worst earnings season performers, with just 67% beating estimates, defying the typical strength for financials during periods of rising rates.

While the fluidity of the Fed’s policy can be challenging from an investing perspective, their actions have thus far been consistent with Chairman Powell’s pledge to make data-dependent policy decisions. In our view, maintaining a similarly fluid investment approach is appropriate during this period of economic uncertainty.

Performance Update

The Tactical Dividend and Momentum Fund (“TDM”, “The Fund”) began the semiannual period (2/1/2022-7/31/2022) with overweight cash exposure of 82% within the Fund. The invested portion of the fund was allocated primarily to defensively oriented sectors of Energy, Consumer Staples, Utilities, and Health Care. The Fund’s allocation was driven by quantitative, tactical signals for each of the 11 economic sectors. In mid-March, all signals flipped to sell, and the Fund was fully in cash until May 27^th, when Energy and Utilities exposure was re-introduced. In mid-June, Energy and Utilities sectors signals went back on sells, and the Fund was fully in cash as of July 31^st.

For the semiannual period (2/1/2022-7/31/2022), the TDM Fund Class I shares returned –2.8%, outperforming the S&P 500 Index, which returned –7.8%. For the annual period from 8/1/2021 to 7/31/2022, the TDM Fund Class I shares returned –4.7% while the S&P 500 returned –4.6%. As of July 31, 2022, the Fund had the following weightings:

(PIE CHART)

The views in this report are those of the Fund’s management. This report contains certain forward - looking statements about factors that may affect the performance of the Fund in the future. These statements are based on the Fund’s management’s predictions and expectations concerning certain future events such as the performance of the economy as a whole and of specific industry sectors. Management believes these forward-looking statements are reasonable, although they are inherently uncertain and difficult to predict.

6874-NLD-09022022

TACTICAL DIVIDEND AND MOMENTUM FUND

PORTFOLIO REVIEW (Unaudited)

July 31, 2022

The Fund’s performance figures* for each period ended July 31, 2022, compared to its benchmark:

		Annualized	Annualized
	One Year	Five Year	Since Inception (a)
Tactical Dividend and Momentum Fund - Class A	(4.82)%	5.67%	3.93%
Tactical Dividend and Momentum Fund - Class A with load	(10.31)%	4.43%	3.04%
Tactical Dividend and Momentum Fund - Class C	(5.55)%	4.84%	3.15%
Tactical Dividend and Momentum Fund - Class I	(4.70)%	5.91%	4.14%
Tactical Dividend and Momentum Fund - Class R	(4.98)%	5.51%	3.71%
S&P 500 Total Return Index (b)	(4.64)%	12.83%	13.68%

Comparison of the Change in Value of a $100,000 Investment

(LINE GRAPH)

The performance data quoted is historical. Past performance is no guarantee of future results. Current performance may be higher or lower than the performance data quoted. The principal value and investment return of an investment will fluctuate so that your 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. Returns greater than 1 year are annualized. The total annual operating expenses as stated in the fee table of the Fund’s prospectus dated November 30, 2021 are 1.80%, 2.55%, 1.55% and 1.95% for Class A, Class C, Class I and Class R shares, respectively. The Advisor has contractually agreed to reduce the Fund’s fees and/or absorb expenses of the Fund until at least November 28, 2022 to ensure that total annual Fund operating expenses (exclusive of any front-end or contingent deferred loads; brokerage fees and commissions; expenses of other investment companies in which the Fund may invest (“acquired fund fees and expenses”); borrowing costs, such as interest and dividend expense on securities sold short; taxes; and extraordinary expenses, such as litigation expenses) of the Fund do not exceed 1.70%, 2.45%, 1.45%, and 1.85% of average daily net assets attributable to Class A, Class C, Class I, and Class R shares, respectively. This agreement may be terminated with respect to the Fund by the Board of Trustees on 60 days’ written notice to the Advisor. These expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within 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 that was in effect at the time the waiver or reimbursement was made. Class A shares are subject to a maximum sales charge imposed on purchases of 5.75%. Class C shares are subject to a contingent deferred sales charge of 1.00% on redemptions made within one year of purchase. For investments in Class A shares of $1 million or more, there is a contingent deferred sales charge of 1.00% on redemptions made within one year of purchase. For performance information current to the most recent month-end, please call 1-844-828-3212.

(a)

Inception date is September 9, 2015.

(b)

The S&P 500 Total Return Index is an unmanaged free-float capitalization-weighted index which measures the performance of 500 large-cap common stocks actively traded in the United States. Unlike a mutual fund, an index does not reflect any trading costs or management fees. Investors cannot directly invest in an index.

Portfolio Composition as of July 31, 2022

Holdings By Investment Type	% of Net Assets
Money Market Fund		99.1	%
Other Assets in Excess of Liabilities		0.9	%
		100.0	%

Please refer to the Schedule of Investments in this annual report for a detailed listing of the Fund’s holdings.

TACTICAL DIVIDEND AND MOMENTUM FUND

SCHEDULE OF INVESTMENTS

July 31, 2022

Shares			Fair Value
		SHORT-TERM INVESTMENT — 99.1%
		MONEY MARKET FUND - 99.1%
	125,902,375	Morgan Stanley Institutional Liquidity Funds - Treasury Securities Portfolio, Institutional Class, 1.48% (Cost $125,902,375)^(a)	$	125,902,375

		TOTAL INVESTMENTS - 99.1% (Cost $125,902,375)	$	125,902,375
		OTHER ASSETS IN EXCESS OF LIABILITIES- 0.9%		1,162,014
		NET ASSETS - 100.0%	$	127,064,389

^(a)

Rate disclosed is the seven day effective yield as of July 31, 2022.

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

STATEMENT OF ASSETS AND LIABILITIES

July 31, 2022

ASSETS
Investment securities:
Investments at cost	$	125,902,375
Investments at value	$	125,902,375
Receivable for fund shares sold		1,240,964
Dividends and interest receivable		120,421
Prepaid expenses and other assets		19,664
TOTAL ASSETS		127,283,424

LIABILITIES
Investment advisory fees payable		106,718
Payable to related parties		35,008
Distribution (12b-1) fees payable		16,282
Accrued expenses and other liabilities		61,027
TOTAL LIABILITIES		219,035
NET ASSETS	$	127,064,389

COMPOSITION OF NET ASSETS:
Paid in capital	$	133,063,472
Accumulated losses		(5,999,083	)
NET ASSETS	$	127,064,389

NET ASSET VALUE PER SHARE:
Class A Shares:
Net Assets	$	7,228,854
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		639,207
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share	$	11.31
Maximum offering price per share (net asset value plus maximum sales charge of 5.75%) (a)	$	12.00

Class C Shares:
Net Assets	$	314,463
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		29,462
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share (b)	$	10.67

Class I Shares:
Net Assets	$	100,451,459
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		8,967,767
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share	$	11.20

Class R Shares:
Net Assets	$	19,069,613
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)		1,722,844
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share	$	11.07

(a)

For investments in Class A shares of $1 million or more, there is a deferred sales charge of 1.00% of the original purchase price on redemptions made within one year of purchase.

(b)

Class C shares sold within one year of purchases are subject to a contingent deferred sales charge of 1.00% of the original purchase price.

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

STATEMENT OF OPERATIONS

For the Year Ended July 31, 2022

INVESTMENT INCOME
Dividends	$	847,239
Securities lending income (net of fees)		17,061
Interest		289,490
TOTAL INVESTMENT INCOME		1,153,790

EXPENSES
Investment advisory fees		1,377,088
Distribution (12b-1) fees:
Class A		20,702
Class C		3,351
Class R		80,782
Third party administrative service fees		125,562
Administration fees		113,444
Registration fees		57,452
Transfer agent fees		56,583
Accounting services fees		47,733
Legal fees		24,097
Compliance officer fees		21,026
Custodian fees		18,152
Audit fees		17,483
Insurance expense		15,193
Printing and postage expenses		13,460
Trustees’ fees and expenses		12,434
Other expenses		6,419
TOTAL EXPENSES		2,010,961

NET EXPENSES		2,010,961

NET INVESTMENT LOSS		(857,171	)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain from security transactions		5,859,146
Net change in unrealized depreciation on investments		(12,606,593	)

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS		(6,747,447	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,604,618	)

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

STATEMENTS OF CHANGES IN NET ASSETS

	For the			For the
	Year Ended			Year Ended
	July 31, 2022			July 31, 2021
FROM OPERATIONS
Net investment loss	$	(857,171	)	$	(132,567	)
Net realized gain from security transactions		5,859,146			15,469,307
Net change in unrealized appreciation (deprecation) on investments		(12,606,593	)		7,816,235
Net increase (decrease) in net assets resulting from operations		(7,604,618	)		23,152,975
DISTRIBUTIONS TO SHAREHOLDERS
Distributions paid
Class A		(1,143,021	)		—
Class C		(45,060	)		—
Class I		(15,043,206	)		—
Class R		(2,704,182	)		—
Net decrease in net assets resulting from distributions to shareholders		(18,935,469	)		—
FROM SHARES OF BENEFICIAL INTEREST
Proceeds from shares sold:
Class A		4,456,901			510,388
Class C		1,320			1,320
Class I		82,343,360			3,567,964
Class R		6,819,495			1,310,811
Net asset value of shares issued in reinvestment of distributions:
Class A		1,143,021			—
Class C		41,677			—
Class I		742,993			—
Class R		2,704,182			—
Payments for shares redeemed:
Class A		(3,715,975	)		(4,251,144	)
Class C		(9,456	)		(1,000,521	)
Class I		(25,882,789	)		(31,568,108	)
Class R		(3,548,921	)		(5,773,780	)
Net increase (decrease) in net assets resulting from shares of beneficial interest		65,095,808			(37,203,070	)

TOTAL INCREASE (DECREASE) IN NET ASSETS		38,555,721			(14,050,095	)
NET ASSETS
Beginning of Year		88,508,668			102,558,763
End of Year	$	127,064,389		$	88,508,668

SHARE ACTIVITY
Class A:
Shares Sold		339,809			43,732
Shares Reinvested		95,252			—
Shares Redeemed		(306,544	)		(355,890	)
Net increase (decrease) in shares of beneficial interest outstanding		128,517			(312,158	)
Class C:
Shares Sold		113			114
Shares Reinvested		3,666			—
Shares Redeemed		(871	)		(80,453	)
Net increase (decrease) in shares of beneficial interest outstanding		2,908			(80,339	)
Class I:
Shares Sold		6,276,292			301,406
Shares Reinvested		62,594			—
Shares Redeemed		(2,161,311	)		(2,803,257	)
Net increase (decrease) in shares of beneficial interest outstanding		4,177,575			(2,501,851	)
Class R:
Shares Sold		520,893			110,191
Shares Reinvested		230,143			—
Shares Redeemed		(295,785	)		(475,731	)
Net increase (decrease) in shares of beneficial interest outstanding		455,251			(365,540	)

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year

	Class A
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	July 31,			July 31,			July 31,			July 31,			July 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	13.57		$	10.54		$	10.87		$	11.15		$	9.87
Activity from investment operations:
Net investment income (loss) (1)		(0.09	)		(0.04	)		(0.01	) (2)		0.02			0.01
Net realized and unrealized gain (loss) on investments		(0.48	)		3.07			(0.27	)		(0.30	)		1.30
Total from investment operations		(0.57	)		3.03			(0.28	)		(0.28	)		1.31
Less distributions from:
Net investment income		—			—			(0.04	)		(0.00	) (3)		(0.03	)
Net realized gains		(1.69	)		—			—			—			—
Return of capital		—			—			(0.01	)		(0.00	) (3)		(0.00	) (3)
Total distributions		(1.69	)		—			(0.05	)		(0.00	) (3)		(0.03	)

Net asset value, end of year	$	11.31		$	13.57		$	10.54		$	10.87		$	11.15
Total return (4)		(4.89	)% (5)		28.75	% (5)		(2.63	)%		(2.48	)%		13.28	%
Net assets, at end of year (000’s)	$	7,229		$	6,928		$	8,669		$	12,038		$	13,867
Ratio of expenses to average net assets (6)		1.56	%		1.68	%		1.66	%		1.64	%		1.62	%
Ratio of net investment income (loss) to average net assets (6,7)		(0.72	)%		(0.30	)%		(0.11	)% (2)		0.14	%		0.13	%
Portfolio Turnover Rate		406	%		64	%		293	%		226	%		48	%

(1)

Per share amounts calculated using the average shares method, which appropriately presents the per share data for the period.

(2)

The amount of net investment loss on investment per share for the period ended does not accord with the amounts in the Statements of Operations due to the timing of purchases and sales of Fund shares in relation to fluctuating market values.

(3)

Represents less than $0.005 per share.

(4)

Total returns are historical in nature and exclude the effect of applicable sales charges and assumes reinvestment of dividends.

(5)

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.

(6)

The ratios of expenses and net investment income/(loss) to average net assets do not reflect the Fund’s proportionate share of income and expenses of underlying investment companies in which the Fund invests.

(7)

Recognition of net investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in the Fund invests.

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year

	Class C
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	July 31,			July 31,			July 31,			July 31,			July 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	12.99		$	10.17		$	10.53		$	10.87		$	9.68
Activity from investment operations:
Net investment loss (1)		(0.18	)		(0.12	)		(0.09	) (2)		(0.07	) (2)		(0.06	) (2)
Net realized and unrealized gain (loss) on investments		(0.45	)		2.94			(0.27	)		(0.27	)		1.25
Total from investment operations		(0.63	)		2.82			(0.36	)		(0.34	)		1.19
Less distributions from:
Net realized gains		(1.69	)		—			—			—			—
Total distributions		(1.69	)		—			—			—			—

Net asset value, end of year	$	10.67		$	12.99		$	10.17		$	10.53		$	10.87
Total return (3)		(5.62	)% (5)		27.73	% (5)		(3.42	)%		(3.13	)%		12.29	%
Net assets, at end of year (000’s)	$	314		$	345		$	1,087		$	1,529		$	2,140
Ratio of expenses to average net assets (4)		2.32	%		2.43	%		2.41	%		2.39	%		2.37	%
Ratio of net investment loss to average net assets (4,5)		(1.52	)%		(1.05	)%		(0.88	)% (2)		(0.64	)% (2)		(0.61	)% (2)
Portfolio Turnover Rate		406	%		64	%		293	%		226	%		48	%

(1)

Per share amounts calculated using the average shares method, which appropriately presents the per share data for the period.

(2)

(3)

Total returns are historical in nature and exclude the effect of applicable sales charges and assumes reinvestment of dividends.

(4)

(5)

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

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year

	Class I
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	July 31,			July 31,			July 31,			July 31,			July 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	13.43		$	10.40		$	10.74		$	11.02		$	9.77
Activity from investment operations:
Net investment income (loss) (1)		(0.07	)		(0.00	) (2)		0.01			0.04			0.04
Net realized and unrealized gain (loss) on investments		(0.47	)		3.03			(0.27	)		(0.28	)		1.28
Total from investment operations		(0.54	)		3.03			(0.26	)		(0.24	)		1.32
Less distributions from:
Net investment income		—			—			(0.07	)		(0.04	)		(0.07	)
Net realized gains		(1.69	)		—			—			—			—
Return of capital		—			—			(0.01	)		(0.00	) (2)		(0.00	) (2)
Total distributions		(1.69	)		—			(0.08	)		(0.04	)		(0.07	)

Net asset value, end of year	$	11.20		$	13.43		$	10.40		$	10.74		$	11.02
Total return (3)		(4.7	0)% (4)		29.13	%		(2.50	)%		(2.18	)%		13.53	%
Net assets, at end of year (000’s)	$	100,451		$	64,338		$	75,871		$	92,978		$	110,151
Ratio of expenses to average net assets (4)		1.40	% (6)		1.43	%		1.41	%		1.39	%		1.37	%
Ratio of net investment income (loss) to average net assets (4,5)		(0.56	)% (6)		(0.03	)%		0.13	%		0.38	%		0.39	%
Portfolio Turnover Rate		406	% (4)		64	%		293	%		226	%		48	%

(1)

Per share amounts calculated using the average shares method, which appropriately presents the per share data for the period.

(2)

Represents less than $0.005 per share.

(3)

Total returns are historical in nature and exclude the effect of applicable sales charges and assumes reinvestment of dividends.

(4)

(5)

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

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Year

	Class R
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	July 31,			July 31,			July 31,			July 31,			July 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	13.33		$	10.37		$	10.70		$	10.98		$	9.73
Activity from investment operations:
Net investment loss (1)		(0.11	)		(0.05	)		(0.03	) (2)		(0.00	) (3)		(0.00	) (3)
Net realized and unrealized gain (loss) on investments		(0.46	)		3.01			(0.27	)		(0.28	)		1.27
Total from investment operations		(0.57	)		2.96			(0.30	)		(0.28	)		1.27
Less distributions from:
Net investment income		—			—			(0.02	)		—			(0.02	)
Net realized gains		(1.69	)		—			—			—			—
Return of capital		—			—			(0.01	)		—			(0.00	) (3)
Total distributions		(1.69	)		—			(0.03	)		—			(0.02	)

Net asset value, end of year	$	11.07		$	13.33		$	10.37		$	10.70		$	10.98
Total return (4)		(4.98	)% (5)		28.54	%		(2.81	)%		(2.55	)%		13.03	%
Net assets, at end of year (000’s)	$	19,070		$	16,898		$	16,931		$	22,998		$	27,131
Ratio of expenses to average net assets (5)		1.72	% (7)		1.83	%		1.81	%		1.79	%		1.77	%
Ratio of net investment loss to average net assets (5,6)		(0.90	)% (7)		(0.43	)%		(0.26	)% (2)		(0.01	)%		(0.03	)%
Portfolio Turnover Rate		406	% (5)		64	%		293	%		226	%		48	%

(1)

Per share amounts calculated using the average shares method, which appropriately presents the per share data for the period.

(2)

(3)

Represents less than $0.005 per share.

(4)

Total returns are historical in nature and assumes reinvestment of dividends.

(5)

(6)

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

The accompanying notes are an integral part of these financial statements.

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS

July 31, 2022

ORGANIZATION

The Tactical Dividend and Momentum Fund (formerly, Hanlon Tactical Dividend and Momentum Fund) (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 registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund commenced operations on September 9, 2015. The investment objective of the Fund is to provide capital appreciation and current income, and the Fund is diversified.

The Fund offers Class A, Class C, Class I and Class R shares. Class A shares the Fund are offered at net asset value plus a maximum sales charge of 5.75%. Class C, Class I and Class R shares of the Fund are offered at net asset value. Investments of more than $1 million in Class A shares of the Fund are subject to a contingent deferred sales charge of 1.00% of the original purchase price on redemptions made within one year of purchase. Class C shares of the Fund are subject to a contingent deferred sales charge of 1.00% of the original purchase price on redemptions made within one year of purchase. Each share class represents an interest in the same assets of the Fund and classes are identical except for differences in their fees and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires 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”.

Securities Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary 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 (“NOCP”). 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. Futures and future options are valued at the final settled price or, in the absence of a settled price, at the last sale price on the day of valuation. Debt securities (other than short-term obligations) are valued each day by an independent pricing service approved by the Trust’s Board of Trustees (the “Board”) based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type, indications as to values from dealers, and general market conditions or market quotations from a major market maker in the securities. Investments valued in currencies other than the U.S. dollar are converted to U.S. dollars using exchange rates obtained from pricing services. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

Valuation of Underlying Funds – The Fund may invest in portfolios of open -end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds 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 Underlying Funds.

Open-end investment companies are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, 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 assurance that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.

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 and with the assistance of a fair value committee to perform day -to-day valuation functions. The fair value committee is 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 as a valuation specialist at a public

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

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, as needed, to 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’s application of the fair valuation methodologies employed.

Fair Valuation Process – The fair value committee is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) advisor. The applicable investments are valued collectively via inputs from each of these groups. 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; (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 the Fund’s calculation of its net asset value; and (v) securities traded on a foreign exchange. Restricted or illiquid securities, such as private investments or non- traded securities are valued via inputs from the advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value committee shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

The Fund utilizes various methods to measure the fair value 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 Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

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

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

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

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 July 31, 2022 for the Fund’s assets and liabilities measured at fair value:

Assets	Level 1		Level 2		Level 3		Total
Short-Term Investments	$	125,902,375	$	—	$	—	$	125,902,375
Total	$	125,902,375	$	—	$	—	$	125,902,375

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

Security Transactions and Related Income – Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. 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 – Dividends from net investment income are declared and distributed annually. Distributable net realized capital gains are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

Federal Income Taxes – It is the Fund’s policy to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision is required.

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for the open tax year 2019-2021, or expected to be taken in the Fund’s July 31, 2022 tax return. The Fund identifies its major tax jurisdictions as U.S. Federal and Ohio (Nebraska in years prior to 2019), 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, 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 Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss due to these warranties and indemnities to be remote.

PRINCIPAL INVESTMENT RISKS

The Fund’s investments expose the Fund to various risks, certain of which are discussed below. The Fund’s prospectus and statement of additional information (“SAI”) include further information regarding the risks associated with the Fund’s investments. These risks include but are not limited to cash positions risk, cybersecurity risk, equity risk, focus risk, healthcare sector risk, investment companies and ETFs risk, issuer-specific risk, large capitalization risk, liquidity risk, management risk, market events risk, market risk, portfolio turnover risk, real estate securities risk, rules-based strategy risk, sector risk, securities lending risk, technology securities risk and volatility risk.

Equity Risk – Equity securities are susceptible to general market fluctuations, volatile increases and decreases in value as market confidence in and perceptions of their issuers change and unexpected trading activity among retail investors. Factors that may

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

influence the price of equity securities include developments affecting a specific company or industry, or the changing economic, political or market conditions.

●

Dividend-Yielding Companies Risk. A company that has historically paid regular dividends to shareholders may decrease or eliminate dividend payments in the future, which could result in a decrease in the value of the company’s stock and lower performance of the Fund.

●

Momentum Investing Risk. An investment in securities with positive momentum entails investing in securities that have had above-average recent returns. These securities may experience greater price volatility than other equity securities, which may negatively impact the investment performance of the Fund.

Cash Positions Risk – The Fund may hold a significant position in cash, cash equivalent securities or U.S. treasury investments. When the Fund’s investment in cash, cash equivalent securities or U.S. treasury investments increases, the Fund may not participate in market advances or declines to the same extent that it would if the Fund were more fully invested.

Investment Companies and ETFs Risk – When the Fund invests in other investment companies, including ETFs, it will bear additional expense based upon its pro rata share of the other investment company’s or ETF’s operating expense, 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 also will incur brokerage costs when it purchases and sells closed end funds and ETFs.

Securities Lending Risk – The Fund may lend portfolio securities to institutions, such as banks and certain broker- dealers. The Fund may experience a loss or delay in the recovery of its securities if the borrowing institution breaches its agreement with the Fund. In certain market conditions, the portfolio of the Fund’s securities on loan may be significant and may magnify the risk of such a loss or delay. The risks associated with lending portfolio securities, as with other extensions of secured credit, include, but are not limited to, possible delays in receiving additional collateral or in the recovery of the securities loaned, possible loss of rights in the collateral should the borrower fail financially, as well as risk of loss in the value of the collateral or the value of the investments made with the collateral. In certain market conditions, the portion of the fund’s securities on loan may be significant and may magnify the risk of such a loss of delay.

Volatility Risk – The Fund or an underlying fund may have investments that appreciate or decrease significantly in value over short periods of time. The value of an investment in the Fund’s portfolio may fluctuate due to events or factors that affect markets generally or that affect a particular investment industry or sector. The value of an investment in the Fund’s portfolio may also be more volatile than the market as a whole. This volatility may affect the Fund’s net asset value per share, including by causing it to experience significant increases or declines in value over short periods of time. Events or financial circumstances affecting individual investments, industries or sectors may increase the volatility of the Fund.

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

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

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

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.

INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from the sale of securities, other than short-term investments, for the year ended July 31, 2022, amounted to $313,335,090 and $351,633,206, respectively.

INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

Hanlon Investment Management, Inc. serves as the Fund’s Investment Advisor (the “Advisor”). Pursuant to an Investment Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 1.00% of the Fund’s average daily net assets. For the year ended July 31, 2022, the Advisor earned advisory fees of $1,377,088.

The Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund (the “Waiver Agreement”), until at least November 28, 2022, to ensure that total annual operating expenses of the Fund after fee waiver and/or reimbursement (exclusive of any front- end or contingent deferred loads; brokerage fees and commissions; expenses of other investment companies in which the Fund may invest (“acquired fund fees and expenses”); borrowing costs, such as interest and dividend expense on securities sold short; taxes; and extraordinary expenses, such as litigation expenses) will not exceed 1.70%, 2.45%, 1.45% and 1.85% of the Fund’s average daily net assets for Class A, Class C, Class I and Class R shares, respectively. This Waiver Agreement may be terminated with respect to the Fund by the Board of Trustees on 60 days’ written notice to the Advisor. These expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within 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 that was in effect at the time the waiver or reimbursement was made. No recoupment will be paid to the Advisor in any fiscal quarter unless the Board has determined in advance that such recoupment is in the best interest of the Fund and its shareholders. As of July 31, 2022 there are no previously waived fees available for recoupment.

Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board has adopted, on behalf of the Fund, the Trust’s Master Distribution and Shareholder Servicing Plans for Class A, Class C, and Class R shares (the “Plans”), as amended, pursuant to Rule 12b- 1 under the 1940 Act, to pay for certain distribution activities and shareholder services. Under the Plans, the Fund may pay 0.25% per year of the average daily net assets of Class A shares, 1.00% of the average daily net assets for Class C shares and 0.40% of the average daily net assets for Class R shares for such distribution and shareholder service activities. For the year ended July 31, 2022, the Tactical Dividend and Momentum Fund incurred distribution fees of $20,702, $3,351 and $80,782 for Class A, Class C and Class R shares, respectively.

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. During the year ended July 31, 2022, the Distributor did not receive any underwriting commissions for sales of the Fund’s shares.

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

Ultimus Fund Solutions, LLC (“UFS”) - UFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with UFS, the Fund pays UFS customary fees for providing administration, fund accounting and transfer agency 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 serving in such capacities.

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

Northern Lights Compliance Services, LLC (“NLCS”) - 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.

BluGiant, LLC (“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.

AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

		Gross		Gross		Net Unrealized
Tax		Unrealized		Unrealized		Appreciation
Cost		Appreciation		Depreciation		(Depreciation)
$	125,902,375	$	—	$	—	$	—

DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid for the year ended July 31, 2022 was as follows:

	Fiscal Year Ended
	July 31, 2022
Long-Term Capital Gain	$	18,935,469
	$	18,935,469

There were no Fund distributions for the year ended July 31, 2021.

As of July 31, 2022, 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/		Distributable Earnings
Income		Gains		Late Year Loss			Forwards		Differences		(Depreciation)		/(Accumulated Deficit)
$	—	$	—	$	(5,999,083	)	$	—	$	—	$	—	$	(5,999,083	)

Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such late year losses of $856,015.

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such capital losses of $ 5,143,068.

Permanent book and tax differences, primarily attributable to the book/tax basis treatment of distributions in excess, resulted in reclassifications for the fiscal year ended July 31, 2022 as follows:

Paid
In			Distributable
Capital			Earnings
$	(1,413,276	)	$	1,413,276

TACTICAL DIVIDEND AND MOMENTUM FUND

NOTES TO FINANCIAL STATEMENTS (Continued)

July 31, 2022

CONTROL OWNERSHIP

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates a presumption of control of the Fund, under Section 2(a)9 of the 1940 Act. As of July 31, 2022, Pershing LLC held 74.06% of the voting securities of the Fund for the benefit of others.

UNDERLYING INVESTMENT IN OTHER INVESTMENT COMPANIES

The Fund currently invests a portion of its assets in the Morgan Stanley Institutional Liquidity Funds - Treasury Securities Portfolio (“Morgan Stanley Portfolio”). The Fund may redeem its investments from the Morgan Stanley Portfolio at any time if the Advisor determines that it is in the best interest of the Fund and its shareholders to do so. The performance of the Fund will be directly affected by the performance of the Morgan Stanley Portfolio. The financial statements of the Morgan Stanley Portfolio, including the portfolios of investments, can be found at the Securities and Exchange Commission’s website www.sec.gov and should be read in conjunction with the Fund’s financial statements. As of July 31, 2022, the percentage of the Fund’s net assets invested in the Morgan Stanley Portfolio was 99.1%.

10.

SUBSEQUENT EVENTS

Subsequent events after the date of the Statements of Assets and Liabilities 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.

(LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Two Roads Shared Trust

and the Shareholders of Tactical Dividend and Momentum Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Tactical Dividend and Momentum Fund, a series of shares of beneficial interest in Two Roads Shared Trust (the “Fund”), including the schedule of investments, as of July 31, 2022, and the related statements of operations, and changes in net assets and the financial highlights for the year then ended, and the related notes (collectively referred to as the “financial statements” ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2022, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended in conformity with accounting principles generally accepted in the United States of America. The statement of changes in net assets for the year ended July 31, 2021 and the financial highlights for each of the years in the four year period then ended were audited by other auditors, whose report dated September 29, 2021 expressed an unqualified opinion on such financial statement and financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2022 by correspondence with the custodian. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

(LOGO)

BBD, LLP

We have served as the auditor of one or more of the Funds in the Two Roads Shared Trust since 2022.

Philadelphia, Pennsylvania

September 29, 2022

TACTICAL DIVIDEND AND MOMENTUM FUND

CHANGE IN ACCOUNTANT (Unaudited)

July 31, 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 BBD, LP (“BBD”) as the Fund’s independent registered public accounting firm for the fiscal year ending July 31, 2022, in replacement of Grant Thornton LLP (“GT”) who were dismissed as the independent registered public accounting firm for the Fund.

GT’s reports on the Fund’s financial statements for either of the past two 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 July 31, 2020 and July 31, 2021, and the subsequent interim period through April 5, 2022, (i) there were no disagreements between the Funds and GT 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 GT, 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 July 31, 2020 and July 31, 2021, and during the subsequent interim period through April 5, 2022, neither the registrant, nor anyone acting on its behalf, consulted with BBD on behalf of the Funds 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 described in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto; or (ii) a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

TACTICAL DIVIDEND AND MOMENTUM

EXPENSE EXAMPLE (Unaudited)

July 31, 2022

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and deferred sales charges on certain redemptions; (2) ongoing costs, including management fees; distribution and/or service (12b-1) 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 February 1, 2022 through July 31, 2022.

Actual Expenses

The “Actual Expenses” line in the table below provides information about actual account values and actual expenses. You may use the information below; 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 table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads), or redemption fees. Therefore, 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.

						*Actual*				Hypothetical (5% return before expenses)
	Fund’s			Beginning		Ending				Ending
	Annualized			Account		Account		Expenses		Account		Expenses
	Expense			Value		Value		Paid During		Value		Paid During
	Ratio			2/1/22		7/31/22		Period *		7/31/22		Period *

Tactical Dividend and Momentum Fund – Class A		1.68	%	$	1,000.00	$	971.70	$	8.21	$	1,016.46	$	8.40
Tactical Dividend and Momentum Fund – Class C		2.43	%	$	1,000.00	$	967.40	$	11.85	$	1,012.74	$	12.13
Tactical Dividend and Momentum Fund – Class I		1.43	%	$	1,000.00	$	972.20	$	6.99	$	1,017.70	$	7.15
Tactical Dividend and Momentum Fund – Class R		1.83	%	$	1,000.00	$	971.10	$	8.94	$	1,015.72	$	9.15

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the number of days in the period (181) divided by the number of days in the fiscal year (365).

TACTICAL DIVIDEND AND MOMENTUM

SUPPLEMENTAL INFORMATION (Unaudited)

July 31, 2022

LIQUIDITY RISK MANAGEMENT PROGRAM

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

During the fiscal year ended July 31, 2022, the Trust’s Liquidity Risk Management Program Committee (the “Committee”) reviewed the Fund’s investments and determined that the Fund held adequate levels of cash and highly liquid investments to meet shareholder redemption activities in accordance with applicable requirements. Accordingly, the Committee concluded that (i) the Fund’s liquidity risk management program is reasonably designed to prevent violations of the Liquidity Rule and (ii) the Fund’s liquidity risk management program has been effectively implemented.

TACTICAL DIVIDEND AND MOMENTUM

SUPPLEMENTAL INFORMATION (Unaudited)

July 31, 2022

Approval of Advisory Agreement

Hanlon Investment Management, Inc., for the Tactical Dividend and Momentum Fund

At a meeting held on June 28-29, 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 Hanlon Investment Management, Inc. (“Hanlon” or the “Adviser”) and the Trust, on behalf of the Tactical Dividend and Momentum Fund (“the Fund”).

In connection with the Board’s consideration of the 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 Fund by Hanlon; (ii) a description of the Adviser’s investment management personnel; (iii) an overview of the Adviser’s operations and financial condition; (iv) a description of the Adviser’s brokerage practices (including any soft dollar arrangements); (v) a comparison of the Fund’s advisory fees and overall expenses with those of comparable mutual funds; (vi) the anticipated level of profitability from the Adviser’s fund-related operations; (vii) the Adviser’s 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 Hanlon. During the Meeting, the Board was advised by, and met, in executive session with, the Board’s 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 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, including quarterly performance reports prepared by management. The Board noted that 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 included, among others, the following:

Nature, Extent and Quality of Services. The Board reviewed materials provided by Hanlon related to the Advisory Agreement with the Trust with respect to the Fund, including: the Advisory Agreement; a description of the manner in which investment decisions are made and executed; a review of the financial condition of Hanlon; an overview of the personnel that perform advisory, compliance, and operational services for the Funds; a quarterly written report containing Hanlon’s performance commentary; Hanlon’s compliance program, including its business continuity policy, information systems security policy, and a Code of Ethics containing provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the Investment Company Act of 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 Hanlon’s compliance program; information regarding the Adviser’s and its affiliates’ compliance and regulatory history; and an independent report prepared by Broadridge analyzing the performance record, fees and expenses of the Fund as compared to other mutual funds with similar investment strategies.

In considering the nature and quality of services to be provided by Hanlon under the Advisory Agreement, the Board considered the performance record and experience of Hanlon, noting the experience and qualifications of Hanlon’s management team and compliance team and the performance of the Fund. The Board also noted that on a regular basis it received and reviewed information from the Trust’s Chief Compliance Officer (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 Hanlon and procedures reasonably designed to ensure compliance with federal securities laws. The Board considered the effectiveness of Hanlon’s cybersecurity and business continuity policies and procedures. The Board also considered the significant risks assumed by the Adviser in connection with

TACTICAL DIVIDEND AND MOMENTUM

SUPPLEMENTAL INFORMATION (Unaudited) (Continued)

July 31, 2022

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 the financial condition and operations of the Adviser during the COVID- 19 pandemic and noted that there had been no material disruption of the Adviser’s service to the Fund and that the Adviser had continued to provide the same level, quality, and extent of services to the Fund.

In considering the nature, extent, and quality of the services provided by Hanlon, the Board also took into account its knowledge, acquired through discussions and reports during the preceding year and in past years, of Hanlon’s management and the quality of the performance of Hanlon’s duties. The Board concluded that Hanlon had sufficient quality and depth of personnel, resources, investment methods, and compliance policies and procedures to perform its duties under the Advisory Agreement and that the nature, overall quality, and extent of the advisory services provided by Hanlon to the Fund were satisfactory and reliable.

Performance. In considering the Fund’s performance, the Board noted that it reviewed at its regularly scheduled meetings information about the Fund’s performance results. Among other data, the Board considered the performance of the Fund for the one -year, three-year, five- year and since inception periods ended March 31, 2022, as compared to the Fund’s benchmark index and against the performance of a group of peer funds (the “Peer Group”) provided by Broadridge, an independent third-party data provider. The Board noted that while it found the data provided by the independent third-party generally useful it recognized its limitations, including that the data used may provide different results depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group.

The Board considered that, for the one-year period the Fund outperformed the median of both its Peer Group and Morningstar category (Tactical Allocation); for the three- and five-year periods, the Fund outperformed the median of its Morningstar category and underperformed the median of its Peer Group; and for the since-inception period, the Fund underperformed the median of both its Peer Group and Morningstar category. The Board considered the Adviser’s discussion regarding the Fund’s performance and noted steps taken previously by the Adviser to address underperformance. The Board noted the Fund’s more recent improved relative performance. The Board also noted that the Fund was rated four-stars by Morningstar. The Board concluded that the Fund’s overall performance was satisfactory.

Fees and Expenses. Regarding the costs of the services provided by Hanlon with respect to the Fund, the Board considered a comparison of the Fund’s contractual advisory fee and net expense ratio to those of the funds within its Peer Group and to its Morningstar category. The Board noted that the Fund’s contractual advisory fee was greater than the median of each of the Peer Group and its Morningstar category but was not the highest. The Board also considered that the net expense ratio of the Fund was higher than the median of both the Peer Group and Morningstar category. The Board took into account its discussion with Hanlon regarding its SMA accounts and the use of the Fund as an investment option in those accounts and that Hanlon charged a lower advisory fee to the Fund than to its other accounts. The Board also took into account management’s discussion of the Fund’s expenses as well as the current size of the Fund. The Board also considered that Hanlon has continued to agree to reimburse expenses to limit net annual operating expenses to 1.45%, 1.70% 1.85% and 2.45% (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes, or extraordinary expenses such as litigation expenses) of the average net assets attributable to Class I, Class A, Class R and Class C shares of the Fund. Based on the factors above, the Board concluded that the advisory fee was not unreasonable.

Profitability. The Board considered Hanlon’s profitability and whether these profits were reasonable in light of the services provided to the Fund. The Board reviewed a profitability analysis prepared by Hanlon based on current asset levels of the Fund. The Board also took into account Hanlon’s discussion of its profitability. The Board noted the direct and indirect costs of operating the Fund, and that factoring all applicable costs, Hanlon’s net profitability from the Advisory Agreement and related to the Fund as a whole were not unreasonable. The Board concluded that Hanlon’s profitability from its relationship with the Fund was not excessive.

TACTICAL DIVIDEND AND MOMENTUM

SUPPLEMENTAL INFORMATION (Unaudited) (Continued)

July 31, 2022

Economies of Scale. The Board considered whether Hanlon would realize economies of scale with respect to its management of the Fund and whether fee levels reflected these economies of scale for the benefit of shareholders. The Board noted that the advisory fee did not currently have breakpoints with respect to the Fund. The Board considered the profitability analysis provided by Hanlon and the Adviser’s discussion of the Fund’s current asset levels and fee structure. The Board noted that it would revisit whether economies of scale exist in the future once the Fund has achieved sufficient size.

Other Benefits. The Board also considered the character and amount of any other direct and incidental benefits received by Hanlon from its association with the Fund. The Board considered that Hanlon believes that it benefits from the operation of the Fund because it allows for its investment strategies to be operated within the Fund rather than needing individual trades for each security in each client account.

The Board found that Hanlon did not anticipate receiving any other direct, indirect or ancillary material “fall-out” benefits from its relationship with the Fund. The Board concluded that these potential benefits are reasonable.

Conclusion. The Board, having requested and received such information from Hanlon as it believed reasonably necessary to evaluate the terms of the Advisory Agreement, and having been advised by independent counsel that the Board had appropriately considered and weighed all relevant factors, determined that approval of Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders.

In considering the Advisory Agreement renewal, 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 Board’s conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of the Fund’s performance and operations throughout the year.

TACTICAL DIVIDEND AND MOMENTUM FUND

SUPPLEMENTAL INFORMATION (Unaudited)

July 31, 2022

Trustees and Officers. The Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years and other information, are shown below. Unless otherwise noted, the address of each Trustee and Officer is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

Independent Trustees *

				Number of
	Position(s)	Term and	Principal	Portfolios	Other Directorships
Name, Address,	Position(s)	Term and	Principal	Overseen In	Other Directorships
Name, Address,	Held with	Length	Occupation(s) During	The Fund	Held During Past 5
Year of Birth	Registrant	Served	Past 5 Years	Complex**	Years
Mark Garbin Year of Birth: 1951	Trustee	Indefinite, Since 2012	Managing Principal, Coherent Capital Management LLC (since 2008), Independent Director, OCHEE LP (2021- present)	1	Northern Lights Fund Trust (since 2013); Northern Lights Variable Trust (since 2013); Forethought Variable Insurance Trust (since 2013); OHA Mortgage Strategies Fund (offshore), Ltd. (2014 - 2017); iCapital KKR Private Markets Fund (since 2014); Carlyle Tactical Private Credit Fund (since March 2018); and OHA CLO Enhanced Equity II Genpar LLP (Since 2021)
Mark D. Gersten Year of Birth: 1950	Chairman, Trustee	Indefinite, Since 2012	Independent Consultant (since 2012); Senior Vice President – Global Fund Administration Mutual Funds & Alternative Funds, AllianceBernstein LP (1985 – 2011)	1	Northern Lights Fund Trust (since 2013); Northern Lights Variable Trust (since 2013); iCapital KKR Private Markets Fund (since 2014); previously, Ramius Archview Credit and Distressed Fund (2015-2017); and Schroder Global Series Trust (2012 to 2017)
Neil M. Kaufman Year of Birth: 1960	Trustee, Audit Committee Chairman	Indefinite, Since 2012	Managing Member, Kaufman McGowan PLLC (legal services)(Since 2016)	1	iCapital KKR Private Markets Fund (since 2014)
Anita K. Krug Year of Birth: 1969	Trustee	Indefinite, Since 2012	Dean and Professor (since 2019) of Chicago-Kent College of Law, Illinois Institute of Technology; Interim Vice Chancellor for Academic Affairs (2018-2019) University of Washington Bothell; Interim Dean (2017- 2018), Professor (2016-2019), Associate Professor (2014-2016); and Assistant Professor (2010-2014), University of Washington School of Law	1	iCapital KKR Private Markets Fund (since 2014); Centerstone Investors Trust (2016-2021)

Information is as of July 31, 2022.

As of July 31, 2022, the Trust was comprised of 25 active portfolios managed by seven unaffiliated investment advisers and two affiliated investment advisers. The term “Fund Complex” applies only to those funds that (i) are advised by a common investment adviser or by an investment adviser that is an affiliated person of the investment adviser of any of the other funds in the Trust or (ii) hold themselves out to investors as related companies for purposes of investment and investor services. The Fund does not share the same investment adviser with any other series of the Trust or hold itself out as related to any other series of the Trust for investment purposes.

07/31/22 – Two Roads v1

TACTICAL DIVIDEND AND MOMENTUM FUND

SUPPLEMENTAL INFORMATION (Unaudited)(Continued)

July 31, 2022

Officers of the Trust*

			Number of
			Portfolios	Other
	Position(s)		Overseen In	Directorships
Name, Address,	Held with	Principal Occupation(s) During	The Fund	Held During Past
Year of Birth	Registrant	Past 5 Years	Complex**	5 Years
James Colantino 80 Arkay Drive Hauppauge, NY 11788 Year of Birth: 1969	Since Feb. 2017 Treasurer (2012 to 2017)	Senior Vice President (2012- present); Vice President (2004 to 2012); Ultimus Fund Solutions LLC	N/A	N/A
Laura Szalyga 80 Arkay Drive Hauppauge, NY 11788 Year of Birth: 1978	Treasurer Since Feb. 2017	Vice President, Ultimus Fund Solutions LLC (since 2015); Assistant Vice President, Ultimus Fund Solutions LLC (2011-2014)	N/A	N/A
Timothy Burdick Year of Birth: 1986	Vice President Since Aug. 2022 Secretary Since Aug. 2022	Vice President and Managing Counsel, Ultimus Fund Solutions, LLC (2022 – present); Assistant Vice President and Counsel, Ultimus Fund Solutions, LLC (2019 – 2022); Senior Program Compliance Manager, CJ Affiliate (2016 – 2019).	N/A	N/A
William B. Kimme Year of Birth: 1962	Chief Compliance Officer Since Inception	Senior Compliance Officer, Northern Lights Compliance Services, LLC (September 2011 - present)	N/A	N/A

Information is as of July 31, 2022.

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-844-828-3212.

07/31/22 – Two Roads v1

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 – to offer our products and services to you		NO	We do not share
For joint marketing with other financial companies		NO	We do not share
For our affiliates’ everyday business purposes – information about your transactions and experiences		NO	We do not share
For our affiliates’ everyday business purposes – information about your creditworthiness		NO	We do not share
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 1-402-895-1600

What we do

How does Two Roads Shared Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law.

These measures include computer safeguards and secured files and buildings.

Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does Two Roads Shared Trust collect my personal information?

We collect your personal information, for example, when you

● open an account or give us contact information

● provide account information or give us your income information

● make deposits or withdrawals from your account

We also collect your personal information from other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

● sharing for affiliates’ everyday business purposes – information about your creditworthiness

● affiliates from using your information to market to you

● sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

● Two Roads Shared Trust has no affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

● Two Roads Shared Trust does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliates financial companies that together market financial products or services to you.

● Two Roads Shared Trust does not jointly market.

PROXY VOTING POLICY

Information regarding how the Funds voted proxies relating to portfolio securities for the most recent twelve month period ended June 30 as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies is available without charge, upon request, by calling 1-844-828-3212 or by referring to the Securities and Exchange Commission’s (“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 SEC’s website at http://www.sec.gov. The information on reports and Form N-PORT is available without charge, upon request, by calling 1-844-828-3212.

INVESTMENT ADVISOR

Hanlon Investment Management, Inc.

3393 Bargaintown Road

Egg Harbor Township, NJ 08234

ADMINISTRATOR

Ultimus Fund Solutions, LLC

225 Pictoria Dr, Suite 450

Cincinnati, Ohio 45246

TD&M-AR22

(a) Include a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b) Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule. Not Applicable.

ITEM 2. CODE OF ETHICS.

(a)

The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c)	During the period covered by this report, there were no amendments to any provision of the code of ethics.

(d)	During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s board of trustees has determined that Mark Gersten and Neil M. Kaufman are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Gersten and Mr. Kaufman are independent for purposes of this Item.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrant's principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows:

Trust Series		2021	2022
Tactical Dividend and Momentum Fund		17,000	13,500

(b)	Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this item.
(c)	Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows:

Trust Series		2021	2022
Tactical Dividend and Momentum Fund		3,200	3,000

(d)	All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this item were:
	Fiscal year ended July 31, 2021 $0 Fiscal year ended July 31, 2022 $0
(e)(1)	The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant.
(e)(2)	There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)	Not applicable. The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was zero percent (0%).
(g)	All non-audit fees billed by the registrant's principal accountant for services rendered to the registrant for the fiscal years ended July 31, 2022 and 2021, respectively, are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant's principal accountant for the registrant's adviser.
(h)	Not applicable.
(i)	Not applicable.
(j)	Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS

Included in annual report to shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to open-end management investment companies.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable to open-end management investment companies.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to open-end management investment companies.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable at this time.

ITEM 11. CONTROLS AND PROCEDURES.

(a)

Based on an evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act), as of a date within 90 days of the 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 (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report 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 management investment companies.

ITEM 13. EXHIBITS

(a)(1) Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 13(a)(2) of Form N-CSR) are filed herewith.

(a)(3) Not applicable.

(a)(4) Disclosure regarding change in registrant’s independent registered public accountant is attached hereto.

(b) Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and 13(b) of Form N-CSR) are filed herewith.

SIGNATURES

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

Two Roads Shared Trust

By James Colantino	/s/ James Colantino
Principal Executive Officer/President
Date: 10/7/2022

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 person on behalf of the registrant and in the capacities and on the date indicated.

By James Colantino	/s/ James Colantino
Principal Executive Officer/President
Date: 10/7/2022

By Laura Szalyga	/s/ Laura Szalyga
Principal Financial Officer/Treasurer
Date: 10/7/2022