N-CSR 1 recurrent_ncsr.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)

 

The Corporation Trust Company

1209 Orange Street, Wilmington, DE 19801

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2619

 

Date of fiscal year end: 10/31

 

Date of reporting period: 10/31/22

 

ITEM 1. REPORTS TO SHAREHOLDERS.

 

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

 
 
(RECURRENT INVESTMENT ADVISORS LOGO)
 
 
 
Annual Report
October 31, 2022
 
 
 
 
Recurrent MLP & Infrastructure Fund
Class I Shares (RMLPX)
 
 
 
 
 
 
 
1-833-RECURRENT
(1-833-732-8773)
www.recurrentadvisors.com
 
 
 
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, which contains information about the Fund’s investment objective, risks, fees and expenses. Investors are reminded to read the prospectus carefully before investing in the Fund.

 

 

(COVER PAGE)

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(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Recurrent MLP & Infrastructure Fund – FY 2022 at a glance

 

Before we discuss the performance of the Recurrent MLP & Infrastructure Fund (“RMLPX” or the “Fund”), we want to thank all of our clients – current and prospective – for their trust and support. Thanks to you, RMLPX has grown from $221mm to $391mm in the last fiscal year. The Fund has recently crossed the 5-year mark, and we expect to receive our 5-year rating from Morningstar in the near future, a key milestone for mutual funds that we hope will further increase the visibility of our efforts.

 

During FY 2022 (from November 1, 2021 through October 31, 2022), RMLPX generated a +33.76% total return, outperforming the +30.19% return of the Alerian MLP Index (AMZ) by +3.57%. From the Fund’s November 2, 2017 inception date through October 31, 2022, RMLPX has returned +45.40% (+7.78% on an annualized basis), exceeding the AMZ’s +30.56% total return by +14.84%, and exceeding the AMZ’s +5.63% annualized return by +2.15%.

 

In the fiscal year ended October 31, 2022, RMLPX continued to enjoy the benefits of a recovery in commodity-oriented assets. However, unlike last year’s broad economic recovery, 2022 saw the global economy beset by powerful inflationary forces, a trend we identified in last year’s annual letter. As a result of these forces, the Federal Reserve embarked on a process of monetary tightening, leading to challenging market conditions across equity and fixed income asset classes. The traditional 60/40 equity/bond portfolio was hit especially hard, as the broad S&P 500 declined -14.63% in the 12 months ended October 31, 2022, while bonds – typically viewed as a “less risky” allocation in investor portfolios - declined -19.57% over the same period, as measured by the Bloomberg US Corporate Bond Index.

 

FY 2022 was a powerful illustration of why commodity-levered assets, such as the midstream infrastructure and energy assets found in our portfolio, are an important diversification tool for investors. In last year’s letter, we noted that underinvestment in energy assets was causing persistent commodity inflation. A year on, we see that commodity prices have fed into higher consumer inflation expectations across the board. We also noted in last year’s letter that a variety of fixed income assets – including corporates, Treasuries, and even “inflation-protected” bonds such as TIPS – have return profiles that are negatively correlated to rising inflation. Meanwhile, midstream assets – such as those found in RMLPX – generate a meaningful yield that is competitive with high yield bonds, and have historically shown positive return correlation to rising inflation.

 

We have continued to be encouraged by the company-level improvements in our portfolio. The credit quality of the energy sector broadly, and our portfolio in particular, has benefitted from continued debt reduction. The long-awaited increases in dividends and stock buybacks began in earnest in FY 2022, and we expect a continuation of this trend in the year to come.

 

As a result, as we turn the page on FY 2022, we believe that the record levels of free cash flow (FCF) generated in this year have reset the balance sheets and improved the financial health of our companies in an enduring way. We remain excited about the prospects for portfolio companies.

 

The performance data quoted here represents past performance. For performance data current to the most recent month end, please call (833)-RECURRENT. Current performance may be lower or higher than the performance data quoted above. Past performance is no guarantee of future results. The investment return and principal value of an investment in the Fund will fluctuate so that investors’ shares, when redeemed, may be worth more or less than their original cost. Per the fee table in the Fund’s March 1, 2022, as amended June 13, 2022, prospectus, total Annual Operating Expenses are 1.25% for RMLPX. The Adviser has agreed to cap total fund expenses for the fund (excluding certain expenses) at 1.25% through at least March 1, 2023, although this cap was not used in fiscal year 2022.

 

 

2

 

(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Recurrent MLP & Infrastructure Fund – Market Outlook

 

Last year, we discussed 2 key themes: First, inflationary trends have historically benefitted the midstream sector. Midstream’s superior returns in FY 2022 showed that history is indeed a useful guide, especially in today’s market, where the rate of inflation is at levels not seen since the 1970s. Second, we discussed how the financial discipline engendered by the brutal COVID downturn actually sowed the seeds for today’s higher cash returns to shareholders (in the form of dividends and buybacks). Again, FY 2022 was a powerful proof-point. Today, we provide an update on these 2 themes.

 

Part 1: despite the inflationary shock of 2021-2022, investment in energy remains subdued

 

Nearly 2 years into a period of elevated inflation, the global economy finds itself facing persistently high energy prices, with the disruptions resulting from Russia’s invasion into Ukraine contributing to an already-tight supply-demand balance. In addition to geopolitical uncertainty, recessionary fears and elevated financing costs have been increased by the US Federal Reserve’s current rate hike cycle.

 

Many investors expected a “transitory” bout of inflation given the historical pattern of price spikes followed by rapid increases in supply-side investment. But this pattern of rapid supply-side response reflects the experiences of 40 years of accommodative monetary policy. Today’s rising interest rates and fears of an impending recession have meant that new supply-side investment in energy assets and energy supply have meaningfully undershot historical norms, especially when adjusting for high rates of CPI.

 

Exhibit 1: tight financial conditions have discouraged commodity producers from investing, despite high CPI

 

(BAR CHAT)

 

Source: St. Louis Fed FRED, Recurrent research.

 

 

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(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Exhibit 2: low investment in energy has been reflected in persistently low rig count despite high WTI oil price

 

(BAR CHAT)

 

Source: Recurrent research, Baker Hughes Rig Count, Bloomberg data.

 

Prior to COVID, US rig counts ranged from 400 to 2,000 as oil prices ranged from roughly $35 to $110 per barrel. Post-COVID, rig count has still not exceeded 700 rigs (vs. ~600 one year ago), despite oil surging over $100/bbl for a period of time following Russia’s invasion of Ukraine. We believe that oil prices should remain fundamentally supported as long as US production remains depressed by low levels of investment, given that US shale production drove an outsized (and arguably excessive) portion of global supply growth in the decade prior to COVID.

 

Part 2: industry-level financial improvement paves the way for future cash returns

 

In last year’s letter, we wrote that “we believe we can declare the ‘debt reduction’ phase of the midstream recovery largely complete… midstream companies can focus on rewarding shareholders… we believe midstream companies are well-positioned to deliver significant cash back to shareholders in 2022, as low reinvestment rates and robust cash flows deliver significant FCF.” As we can see in the graphs below, the forecasts from a year ago have largely been fulfilled.

 

IMPORTANT DISCLAIMER: The below analysis uses the S&P 500 index for comparison purposes only. The comparisons should not be understood to mean there will necessarily be a correlation between a strategy’s returns and any index, and further do not suggest that the strategy will, or is likely to achieve returns, volatility or other results similar to such indices.

 

 

4

 

(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Exhibit 3: excess free cash flow generation has rapidly reduced portfolio debt leverage

 

(LINE GRAPH)

 

Note: “Recurrent” reflects the RMLPX portfolio. “Q3 2022” reflects Q3 financial results and portfolio NAV as of 10/31/22. “Q2 2022” reflects Q2 results and NAV as of 7/31/22, “Q1 2022” reflects Q1 results and NAV as of 4/30/2022, “FY 2021” = 2021 reporting and NAV as of 1/31/22, and so on.

 

Source: Recurrent research, SEC filings, Bloomberg data

 

As shown above, the debt reduction process is largely complete, with our portfolio having attained leverage metrics in-line with the broader market. This has allowed for the free cash flow (FCF) being generated by the portfolio to be increasingly allocated to dividends and buybacks. With the balance sheet improvement being so recent, our portfolio remains attractively valued, as if it were a portfolio of much lower credit quality. As shown below, FCF yields have ranged between 13-18% over the last 3 fiscal quarters, roughly 3x the FCF yield of the broad S&P 500. The result is significant capacity to pay dividends and repurchase stock while maintaining lower FCF payout ratios vs. the S&P 500.

 

Exhibit 4: free cash flow (FCF) has surged in the last 4 quarters as capex has remained restrained

 

(BAR CHAT)

 

Note: “RM” is RMLPX portfolio. “Q3 2022” reflects Q3 financial results and NAV as of 10/31/22. “Q2 2022” reflects Q2 financial results and NAV as of 7/31/22, “Q1 2022” reflects Q1 financial results and NAV as of 4/30/2022, “FY 2021” = 2021 full-year financial results and NAV as of 1/31/22, and so on.

 

Source: Recurrent research, SEC filings, Bloomberg data.

 

 

5

 

(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Exhibit 5: RMLPX has generated a higher dividend+buyback yield vs. S&P 500, with a lower payout ratio

 

(LINE GRAPH)

 

Note: “RM” is RMLPX portfolio. “Q3 2022” reflects Q3 financial results and NAV as of 10/31/22. “Q2 2022” reflects Q2 financial results and NAV as of 7/31/22, “Q1 2022” reflects Q1 financial results and NAV as of 4/30/2022, “FY 2021” = 2021 full-year financial results and NAV as of 1/31/22, and so on.

 

Source: Recurrent research, SEC filings, Bloomberg data.

 

With restored balance sheets and capex discipline, cash returns should remain robust

 

Incredibly, despite strong fundamentals and massive outperformance in a weak broad market, midstream and energy-focused investment vehicles (mutual funds and ETFs) have continued to experience outflows and selling pressure in FY 2022. All the better to utilize stock repurchase authorizations. With newfound financial flexibility and attractive valuations, midstream and energy companies have become an important marginal buyer of their own shares. As we look into FY 2023, it is likely that with elevated inflation and tight monetary policy, market volatility will persist. With an uncertain macroeconomic outlook, we continue to feel confident that well-capitalized energy companies such as those we own in RMLPX – with high yields, growing dividends, and increasing capacity to repurchase their own stock – will represent an attractive option for investors in the year ahead.

 

Best regards,

 

Brad Olsen and Mark Laskin
Co-Founders and Portfolio Managers
Recurrent Investment Advisors (Advisor of the Recurrent MLP & Infrastructure Fund)

 

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.

 

 

6

 

(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Recurrent MLP & Infrastructure Fund (RMLPX)
FY 2022 Portfolio Commentary

 

During FY 2022 (from November 1, 2020 through October 31, 2022), RMLPX generated a +33.76% total return, outperforming the +30.19% return of the Alerian MLP Index (AMZ) by +3.57%.

 

During FY 2022, companies undergoing an transformation from high balance sheet leverage to investment grade metrics, along with companies with operating leverage to energy export markets in Europe and Asia generated significant outperformance. We have also been benefitted by our exposure to companies with long asset lives and limited reinvestment requirements, especially since the cost of reinvestment is influenced by high rates of inflation.

 

Recurrent MLP & Infrastructure Historical Performance Detail
  As of 10/31/22
  YTD 1-Year 3-Year Since incept.
Recurrent MLP (RMLPX) +38.82% +33.76% +13.91% +7.78%
Alerian MLP Index (AMZ) +35.92% +30.19% +11.58% +5.63%
RMLPX vs. AMZ +2.90% +3.57% +2.33% +2.15%

 

RMLPX Top 10 Holdings

 

Recurrent MLP & Infrastructure - as of October 31, 2022
Rank Ticker Company Subsector % of Port
1 CVE Cenovus Energy Inc. Royalty/Integrated 8.4%
2 ET Energy Transfer L.P. Gas Infra 7.4%
3 VNOM Viper Energy Partners L.P. Royalty/Integrated 5.9%
4 PAGP Plains GP Holdings L.P. Unregulated Oil/NGL 5.7%
5 MPC Marathon Petroleum Corporation Unregulated Oil/NGL 5.6%
6 WES Western Midstream Partners L.P. Gathering and Processing 5.5%
7 PSX Phillips 66 Unregulated Oil/NGL 5.5%
8 TRGP Targa Resources Corporation Gathering and Processing 5.3%
9 PBA Pembina Pipeline Corporation Unregulated Oil/NGL 5.0%
10 LNG Cheniere Energy Inc. Gas Infra 5.0%
  Top 10 RMLPX Holdings as a % of Portfolio:   59.2%

 

Portfolio holdings are subject to change at any time and should not be considered investment advice.

 

Major Contributors and Detractors to RMLPX Performance

 

RMLPX Top 5 Absolute Performance Contributors and Detractors in FY 2022
Company Ticker Contribution (bps) Company Ticker Contribution (bps)
Cenovus Energy CVE +562 Equitrans ETRN -38
Marathon Petroleum MPC +366 Keyera Corp KEY/CA -37
Viper Energy Partners VNOM +349 Renew. Energy Group REGI -27
Valero Energy VLO +322 AltaGas Ltd ALA/CA -21
Energy Transfer ET +298 Darling Ingredients DAR -20

 

 

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(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

Top 5 Contributors to Performance

 

Cenovus Energy (CVE)

 

RMLPX holdings are primarily comprised of pipeline companies, and our process focuses on high capital efficiency (low reinvestment requirements) and higher return assets, trading at a discount to book asset value. Our process occasionally draws us to pipeline-adjacent names which share some of these attractive traits. In 2020, we identified Canadian integrateds as potential winners in the event of lower production volumes (and less crowded pipes) out of US shale plays, since Canadian earnings were depressed in 2014-2019 by crowded US pipelines, which forced Canadian companies to make use of more costly rail transportation. In 2021, lower production volumes in the US opened up low-cost pipeline capacity, which allowed CVE to ship oil to US markets at lower cost, by and large avoiding railroads entirely. The result was expanded per-unit margins, and accordingly, CVE was a significant outperformer in FY 2021 and FY 2022. CVE more than doubled its dividend in 2022 while buying back a record amount of stock. We expect further sustainable increases in 2022 and beyond.

 

Marathon Petroleum (MPC)

 

MPC’s fuel refining business saw an immediate negative margin and volume impact from COVID, but MPC was able to complete a massive $12bn asset sale during 2020 at a high valuation, allowing it to manage the pandemic with an aggressive buyback and low net debt. Today, MPC has bought back roughly 30% of its shares since COVID, one of the highest in the entire S&P 500. Our position in MPC also differentiates us from other MLP portfolios as MPC owns a pipeline network, but enjoys robust shareholder governance missing at many MLP pipeline companies. MPC is a relatively capital-efficient business with limited capex needs; this was proven during COVID, as MPC dramatically cut costs with little impact to long-term cash flow generation potential.

 

Viper Energy Partners (VNOM)

 

VNOM’s royalty business is largely comprised of subsurface mineral ownership in the Permian Basin, the most economically advantaged oil-producing basin in the United States. Thanks to VNOM’s relationship with large public oil producer Diamondback (FANG), VNOM typically benefits from owning acreage which has historically prominently figured in FANG’s drilling plans. With low debt, and a 75% minimum cash flow payout policy, VNOM’s current yield is roughly 10%, with underlying volume growth.

 

Valero Energy (VLO)

 

During COVID, the lack of demand for motor fuels hurt refining margins around the world. The low margin environment, combined with onerous government biofuel mandates in the US, led to an accelerated mothballing or retirement of refining assets in the US and around the globe. With post-COVID demand returning to pre-COVID levels, and refining capacity meaningfully reduced from 2019 levels, refining margins have soared, especially in the US, where access to low-cost natural gas and oil feedstocks has been relatively unaffected by the Russia-Ukraine war. The result has been significant free cash flow generation, accelerated debt reduction, and a meaningful buyback. With VLO’s significant biofuel operations requiring meaningful capital investment in 2020-2022, we expect VLO’s capex to further decline in 2022, leaving more cash available for shareholders even if refining margins moderate.

 

Energy Transfer (ET)

 

Energy Transfer was one of the “poster children” for the excessive debt loads that drove many midstream companies to meaningfully underperform the broad markets between 2014-2020, and ET’s hesitation in

 

 

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(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

cutting its dividend during 2020 meant that debt was reduced at a slower pace than many midstream peers. However, in calendar 2021, things improved markedly, as ET benefitted with a $4bn cash windfall resulting from exceptional reliability during the February 2021 winter storms in Texas. This accelerated debt reduction and supported ET after a sluggish 2020, and the operating momentum has continued into 2022, with ET continuing to reduce debt through asset sales and excess cash generation, while in the process of fully reinstating its dividend after the 2020 cut.

 

Top 5 Detractors from Performance

 

Equitrans Midstream Corp (ETRN)

 

ETRN enjoys a close integration with investment grade gas producer EQT. While EQT’s gas producing business is enjoying a better financial outlook today than it has in many years, ETRN has struggled with the byzantine permitting process that has kept its massive Mountain Valley Pipeline (MVP) project 90% completed yet unfinished, causing hundreds of millions of dollars in delays and losses to ETRN, the operator and 47% owner of MVP. Given recent dealmaking between Senator Manchin and Senate Democrats, the outlook for MVP’s completion is improving, but the highly uncertain and politicized permit approval process and concerns about limited volume growth in the meantime has put pressure on ETRN.

 

Renewable Energy Group (REGI) and Darling Ingredients (DAR)

 

As mentioned above, the reduction in fuel demand caused by COVID did not slow the implementation of government biofuel mandates. As a result of these policies, the value of companies that convert biomass products into fuel feedstocks, such as REGI and DAR, increased significantly. In 2020 and 2021, these companies benefitted from soaring margins as the RINs generated by the government’s renewable fuels program became much more valuable, since fixed biofuel mandates and highly variable motor fuel demand implied high required blending ratios in US motor fuel. In 2022, soaring motor fuel demand meant that the implied ratio (mandated biofuel gallons/total gallons of fuel demanded) sunk, driving margins lower. Accordingly, DAR and REGI were underperformers, despite the long-term constructive outlook for biomass blenders.

 

Keyera Corp (KEY/CA)

 

Keyera has long been one of the conservatively managed companies in North American midstream. With low leverage ratios and modest capex requirements, Keyera was a major outperformer during the early years of the energy downturn beginning in late 2014. However, more recently, KEY became involved in competition in the highly economic Canadian gas basin, the Montney Shale, where KEY occupied a secondary position after Pembina Pipeline’s dominant market share. Concerned about losing business with major gas producers, KEY embarked on the ambitious KAPS pipeline, a >$1bn project designed to connect KEY’s downstream processing assets all the way the Alberta-British Columbia border. While the pipeline does provide key strategic advantages, it has been viewed as a “defensive” project and has eliminated KEY’s ability to repurchase shares for two years. With concerns around a 20% budget increase in 2022, KEY has underperformed, but remains a well-positioned midstream company in a highly prospective producing area.

 

AltaGas Ltd. (ALA/CA)

 

For years, AltaGas has been a stable performer in the portfolio, a midstream-utility hybrid emerging from a 4-year turnaround story. In 2018, ALA/CA completed a major acquisition of the US utility WGL, which led to excessive debt leverage and a dividend cut. While ALA/CA has embarked on an aggressive deleveraging program to reduce debt, and increased its operating proficiency across its utility and midstream businesses, its

 

 

9

 

(GRAPHIC) Recurrent MLP & Infrastructure
Fund (RMLPX)

Fiscal 2022 Annual Report (10/31/22)

 

utility business has experienced a slowing rate of improvement in 2022 as cost inflation has eroded earnings power. Furthermore, asset sales have slowed, offsetting the benefits of a more robust midstream operating environment in Western Canada. Finally, while increased LPG export capacity to Asia has boosted cash flow, hedged margins have reduced operating leverage in the business. AltaGas remains a small position, and we will monitor deleveraging process in 2023.

 

 

Investments cannot be made in an index. Unmanaged index returns do not reflect any fees, expenses or sales charges. Past performance is no guarantee of future results and the index performance shown is not indicative of the performance of the Fund.

 

Alerian MLP Index - is a composite of the 50 most prominent energy master limited partnerships calculated by Alerian using a float- adjusted market capitalization methodology.

 

S&P 500 Index is an unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks.

 

S&P North American Natural Resources Index - seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of U.S.-traded natural resource-related companies, including oil and gas production, transportation, refining, materials, and mining.

 

EBITDA - Earnings before interest, taxes, depreciation and amortization. EBITDA is a non-GAAP metric, typically used as a measure of a company’s operating cash flow, excluding changes in working capital.

 

EV/IC vs. ROIC - Enterprise Value / Invested Capital vs. Return on Invested Capital. Compares a company’s market value (EV) vs. the book value of its capital (IC).

 

Investors should carefully consider the investment objectives, risks, charges and expenses of the Fund. This and other important information about the Fund is contained in the prospectus, which can be obtained by calling 832-241-5900. The prospectus should be read carefully before investing. The Fund is distributed by Northern Lights Distributors, LLC, member FINRA/SIPC. Recurrent Investment Advisors is not affiliated with Northern Lights Distributors, LLC.

 

Important Risk Disclosure (RMLPX)

 

Mutual Funds involve risk including the potential loss of principal. Higher turnover and frequent trading my result is higher costs. Cash available for distribution by MLP’s may vary and could be affected by the entity’s operations, including capital expenditures, operating, acquisition, construction, exploration and borrowing costs, reducing the amount of cash and MLP has available for distribution. The Fund may focus on one or more industries, sectors or geographic regions of the economy and the value of an investment may fluctuate more widely than if it were diversified. Tax risks associated with the Fund include fund structure risk, MLP tax risk, and tax estimation/NAV risk. Cyber-attacks or failures affecting the Fund or service providers may adversely impact the Fund or its shareholders.

 

The Fund invests primarily in the energy sector and infrastructure industry and is susceptible to adverse economic, environmental, and regulatory concerns. Additional risks include acquisition, catastrophic event, commodity price, depletion, natural resource, supply/demand and weather risk. The purchase of IPO shares may involve high transaction cost, market and liquidity risks. The investment strategies employed by the Advisor may not result in an increase in value or performance. Overall equity market risk may affect the value of individual instruments in which the Fund invests. Holders of MLP’s have limited control and voting rights, additionally, there are certain tax risks and conflicts of interest between holders of MLP’s and the general partner. (5003-NLD-11222022)

 

 

10

 

Recurrent MLP & Infrastructure Fund
PORTFOLIO REVIEW (Unaudited)
October 31, 2022
 

The Fund’s performance figures* for the periods ended October 31, 2022, compared to its benchmarks:

 

    Annualized
  One Year Three Year Since Inception (a)
Recurrent MLP & Infrastructure Fund - Class I 33.76% 13.91% 7.78%
Alerian MLP Index (Total Return)** 30.19% 11.58% 5.63%
       
(a)Inception date is November 2, 2017.

 

*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. Total returns for periods of less than one year are not annualized. Total returns would have been lower absent the advisor fee waiver. 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. The Advisor has contractually agreed to waive fees and/or reimburse expenses to the Fund until at least March 1, 2023 to ensure that the Fund’s total annual operating expenses after expense waiver and reimbursement (excluding any front-end or contingent deferred loads; brokerage fees and commissions; acquired fund fees and expenses; borrowing costs such as interest and dividend expenses on securities sold short, taxes; and extraordinary expenses, such as litigation expenses) will not exceed 1.25% of average daily net assets attributable to Class I shares. This agreement may be terminated by the Fund’s Board of Trustees on 60 days’ written notice to the Advisor. The Fund’s total annual fund operating expense ratio, gross of fee waivers or expense reimbursements is 1.25% for Class I shares per the fee table in the Fund’s Prospectus dated March 1, 2022, as amended June 13, 2022. These fee waivers and 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 within the foregoing expense limits as well as any expense limitation that was in effect at the time the waiver or reimbursement was made. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and increase its performance. For performance information current to the most recent month-end, please call 1-833-732-8773.

 

**The Alerian MLP Index (Total Return) is a composite of the 50 most prominent energy master limited partnerships calculated by Standard & Poor’s using a float-adjusted market capitalization methodology. Investors cannot invest directly in an index or benchmark. Index returns are gross of any fees, brokerage commissions or other expenses of investing.

 

Comparison of Change in Value of a $10,000 Investment
Since Inception November 2, 2017 through October 31, 2022

 

(LINE GRAPH)

 

Holdings by type of investment  % of Net Assets 
Common Stock   74.0%
Master Limited Partnerships   24.4%
Short-Term Investment   1.2%
Other Assets Less Liabilities   0.4%
    100.0%
      

Please refer to the Portfolio of Investments that follows in this annual report for a detail of the Fund’s holdings.

11

 

RECURRENT MLP & INFRASTRUCTURE FUND
SCHEDULE OF INVESTMENTS
October 31, 2022

 

Shares      Fair Value 
     COMMON STOCKS — 74.0%     
     OIL & GAS PRODUCERS - 74.0%     
 538,605   AltaGas Ltd.  $9,714,319 
 1,625,445   Cenovus Energy, Inc.   32,833,990 
 109,698   Cheniere Energy, Inc.   19,351,824 
 219,734   Enbridge, Inc.   8,558,639 
 697,862   Equitrans Midstream Corporation   5,875,998 
 464,560   Keyera Corporation   9,957,756 
 939,964   Kinder Morgan, Inc.   17,032,148 
 190,694   Marathon Petroleum Corporation   21,666,652 
 589,535   Pembina Pipeline Corporation   19,460,550 
 206,606   Phillips 66   21,546,940 
 1,768,833   Plains GP Holdings, L.P., A - Series MLP   22,181,166 
 561,608   Suncor Energy, Inc.   19,313,699 
 299,779   Targa Resources Corporation - Series MLP   20,495,890 
 88,390   TC Energy Corporation   3,882,089 
 150,975   Valero Energy Corporation   18,954,911 
 686,467   Viper Energy Partners, L.P.   22,893,674 
 481,932   Williams Companies, Inc. (The)   15,773,634 
     TOTAL COMMON STOCKS (Cost $189,598,880)   289,493,879 
           
     MASTER LIMITED PARTNERSHIPS — 24.4%     
     METALS & MINING - 3.2%     
 520,080   Alliance Resource Partners, L.P.   12,627,542 
           
     OIL & GAS PRODUCERS - 21.2%     
 2,261,505   Energy Transfer, L.P.   28,879,419 
 760,679   Enterprise Products Partners, L.P.   19,207,145 
 174,343   Magellan Midstream Partners, L.P.   9,405,805 
 91,627   Sunoco, L.P.   4,023,342 
 751,885   Western Midstream Partners, L.P.   21,586,618 
         83,102,329 
     TOTAL MASTER LIMITED PARTNERSHIPS (Cost $69,804,616)   95,729,871 
           

See accompanying notes to financial statements.

12

 

RECURRENT MLP & INFRASTRUCTURE FUND
SCHEDULE OF INVESTMENTS (Continued)
October 31, 2022

 

Shares      Fair Value 
     SHORT-TERM INVESTMENT — 1.2%     
     MONEY MARKET FUND - 1.2%     
 4,526,124   First American Government Obligations Fund Class X, 2.92% (Cost $4,526,124)(a)  $4,526,124 
           
     TOTAL INVESTMENTS - 99.6% (Cost $263,929,620)  $389,749,874 
     OTHER ASSETS IN EXCESS OF LIABILITIES - 0.4%   1,747,616 
     NET ASSETS - 100.0%  $391,497,490 

 

LP - Limited Partnership
   
LTD - Limited Company
   
(a) Rate disclosed is the seven day effective yield as of October 31, 2022.
   

See accompanying notes to financial statements.

13

 

Recurrent MLP & Infrastructure Fund
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2022

 

ASSETS     
Investment securities:     
At cost  $263,929,620 
At fair value  $389,749,874 
Receivable for Fund shares sold   327,985 
Interest and dividends receivable   1,752,994 
Receivable for securities sold   666,567 
Prepaid expenses & other assets   145,121 
TOTAL ASSETS   392,642,541 
      
LIABILITIES     
Payable for securities purchased   521,851 
Advisory fees payable   279,366 
Payable for Fund shares redeemed   131,427 
Payable to related parties   137,986 
Audit and tax fees   25,500 
Accrued expenses and other liabilities   48,921 
TOTAL LIABILITIES   1,145,051 
NET ASSETS  $391,497,490 
      
Net Assets Consist Of:     
Paid in capital ($0 par value, unlimited shares authorized)  $265,730,674 
Accumulated earnings   125,766,816 
NET ASSETS  $391,497,490 
      
Net Asset Value Per Share:     
Class I Shares:     
Net Assets  $391,497,490 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   20,381,573 
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share  $19.21 
      

See accompanying notes to financial statements.

14

 

Recurrent MLP & Infrastructure Fund
STATEMENT OF OPERATIONS
For the Year Ended October 31, 2022

 

INVESTMENT INCOME     
Dividends (Foreign taxes withheld: $509,459)  $12,286,113 
Interest   53,069 
TOTAL INVESTMENT INCOME   12,339,182 
      
EXPENSES     
Investment advisory fees   2,665,213 
Administrative services fees   288,958 
Transfer agent fees   117,260 
Registration fees   58,309 
Printing and postage expenses   53,995 
Third party administrative services fees   58,953 
Audit and tax fees   27,125 
Legal fees   37,785 
Chief compliance officer fees   30,364 
Custodian fees   19,184 
Trustees fees and expenses   12,041 
Insurance fees   8,267 
Other expenses   21,090 
TOTAL EXPENSES   3,398,544 
Plus: Recapture of fees previously waived by the Advisor   253,199 
NET EXPENSES   3,651,743 
NET INVESTMENT INCOME   8,687,439 
      
REALIZED AND UNREALIZED GAIN ON INVESTMENTS     
Net realized gain/(loss) on:     
Investments   7,550,177 
Foreign currency translations   (31,520)
Total realized gain   7,518,657 
      
Net change in unrealized appreciation/(depreciation) on:     
Investments   66,847,439 
Foreign currency translations   (8,883)
Total change in unrealized appreciation   66,838,556 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   74,357,213 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $83,044,652 
      

See accompanying notes to financial statements.

15

 

Recurrent MLP & Infrastructure Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   Year Ended   Year Ended 
   October 31,   October 31, 
   2022   2021 
FROM OPERATIONS          
Net investment income  $8,687,439   $4,016,976 
Net realized gain/(loss) on investments   7,518,657    (126,312)
Net change in unrealized appreciation on investments   66,838,556    83,676,112 
Net increase in net assets resulting from operations   83,044,652    87,566,776 
           
DISTRIBUTIONS TO SHAREHOLDERS          
Total distributions paid   (3,130,602)   (2,046,059)
Return of capital   (19,088,895)   (12,696,192)
Net decrease in net assets from distributions to shareholders   (22,219,497)   (14,742,251)
           
FROM SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold:   178,958,292    103,531,014 
Net asset value of shares issued in reinvestment of distributions:   14,931,229    11,075,644 
Payments for shares redeemed:   (84,876,445)   (55,568,586)
Net increase in net assets from shares of beneficial interest   109,013,076    59,038,072 
           
TOTAL INCREASE IN NET ASSETS   169,838,231    131,862,597 
           
NET ASSETS          
Beginning of period   221,659,259    89,796,662 
End of period  $391,497,490   $221,659,259 
           
SHARE ACTIVITY          
Shares sold   10,210,249    7,709,304 
Shares reinvested   907,844    829,114 
Shares redeemed   (4,996,842)   (4,348,686)
Net increase in shares of beneficial interest outstanding   6,121,251    4,189,732 
           

See accompanying notes to financial statements.

16

 

Recurrent MLP & Infrastructure Fund
FINANCIAL HIGHLIGHTS
 
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout Each Period

 

   Class I (1) 
   For the
Year Ended
   For the
Year Ended
   For the
Year Ended
   For the
Year Ended
   For the
Period Ended
 
   October 31,   October 31,   October 31,   October 31,   October 31, 
   2022   2021   2020   2019   2018 
Net asset value, beginning of period  $15.54   $8.92   $17.18   $18.14   $20.00 
                          
Activity from investment operations:                         
Net investment income (2)   0.51    0.35    0.46    0.58    0.97 
Net realized and unrealized gain/(loss) on investments (3)   4.46    7.57    (7.53)   (0.24)   (1.53)
Total from investment operations   4.97    7.92    (7.07)   0.34    (0.56)
                          
Less distributions from:                         
Net investment income   (0.18)   (0.18)   (0.07)   (0.25)    
Return of capital   (1.12)   (1.12)   (1.12)   (1.05)   (1.30)
Total distributions   (1.30)   (1.30)   (1.19)   (1.30)   (1.30)
                          
Net asset value, end of period  $19.21   $15.54   $8.92   $17.18   $18.14 
                          
Total return (4)   33.76%   91.87%   (42.41)%   1.53%   (3.10)%
                          
Net assets, at end of period (000’s)  $391,497   $221,659   $89,797   $54,765   $8,591 
                          
Ratio of gross expenses to average net assets (5)   1.15%   1.25%   1.38% (8)   1.75%   7.39% (9)
Ratio of net expenses to average net assets (5)   1.23% (6)   1.25% (6)   1.26% (7,8)   1.25% (7)   1.25% (7,9)
Ratio of net investment income to average net assets   2.93%   2.59%   3.89%   3.13%   4.85% (9)
Portfolio Turnover Rate   10%   22%   32%   52%   116% (10)
                          
 
(1)The Recurrent MLP & Infrastructure Fund commenced operations on November 2, 2017.

 

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

 

(3)Net realized and unrealized gain/(loss) on investments per share are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with aggregate gains/(losses) in the statement of operations due to the share transactions for the period.

 

(4)Total returns are historical and assume changes in share price and reinvestment of dividends and distributions. Total returns for periods of less than one year are not annualized. Total returns may be impacted by fee waivers/recapture.

 

(5)Does not include the expenses of other investment companies in which the Fund invests, if any.

 

(6)Represents the ratio of expenses to average net assets inclusive of the Advisor’s recapture of waived/reimbursed fees from prior periods.

 

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

 

(8)Includes tax expenses. If these expenses were excluded, the ratio of gross expenses to average net assets would be 1.37% and the ratio of net expenses to average net assets would be 1.25%.

 

(9)Annualized.

 

(10)Not annualized.

 

See accompanying notes to financial statements.

17

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS
October 31, 2022
 
1.ORGANIZATION

 

Recurrent MLP & Infrastructure 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 is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, open-end management investment company. The Fund offers Class I shares. The Fund commenced investment operations for Class I shares on November 2, 2017. The Fund’s investment objective is to seek total return including substantial current income from a portfolio of master limited partnerships (“MLPs”) and energy infrastructure investments.

 

2.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 U.S. generally accepted accounting principles in the United States of America (“U.S. GAAP”) . The preparation of the financial statements 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 income and expenses for the period. Actual results could differ from those estimates. The Fund is a registered investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies”.

 

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 exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale, such securities shall be valued at the mean between the current bid and ask prices on the primary exchange on the day of valuation. Short-term debt obligations having 60 days or less remaining until maturity, at the time of purchase, may be valued at amortized cost which approximates fair value.

 

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 according 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 assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.

 

Master Limited Partnerships (“MLPs”) – An MLP is an entity receiving partnership taxation treatment under the Internal Revenue Code of 1986, as amended (the “Code”) the partnership interests or “units” of which are traded on securities exchanges like shares of corporate stock. To qualify as an MLP for U.S. federal income tax purposes, an entity must receive at least 90% of its income from qualifying sources such as interest, dividends, income and gain from mineral or natural resources activities, income and gain from the transportation or storage of certain fuels, and, in certain circumstances, income and gain from commodities or futures, forwards and options with respect to commodities. For this purpose, mineral or natural resources activities include exploration, development, production, mining, refining, marketing and transportation (including pipelines) of oil and gas, minerals, geothermal energy, fertilizer, timber or industrial source carbon dioxide.

 

A typical MLP consists of a general partner and limited partners; however, some entities receiving partnership taxation treatment under the Code are established as limited liability companies (“LLCs”). The general partner of an MLP manages the partnership, has an ownership stake in the partnership and in some cases the general partners are eligible to receive an incentive distribution. The limited partners provide capital to the partnership, receive common units of the partnership, have a limited role in the operation and management of the partnership and are entitled to receive cash distributions with respect to their units. Currently, most MLPs operate in the energy, natural resources and real estate sectors. Due to their partnership structure, MLPs generally do not pay income taxes. Thus, unlike investors in corporate securities, direct MLP investors are generally not subject to double taxation (i.e., corporate level tax and tax on corporate dividends).

18

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Board. The Board has designated the adviser as its valuation designee (the “Valuation Designee”) to execute these procedures. The Board may also enlist third party consultants such a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist the Valuation Designee in determining a security-specific fair value. The Board is responsible for reviewing and approving fair value methodologies utilized by the Valuation Designee, approval of which shall be based upon whether the Valuation Designee followed the valuation procedures established by the Board.

 

Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures established by the Board. 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 Valuation Designee, the prices or values available do not represent the fair value of the instrument; factors which may cause the Valuation Designee to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; and (iv) securities with respect to which an event that affects the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to a Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued 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 a current bid from such independent dealers or other independent parties is unavailable, the Valuation Designee 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 all of its investments on a recurring basis. U.S. 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 a 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 in 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 a 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.

19

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

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

 

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

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of October 31, 2022 for the Fund’s assets and liabilities measured at fair value:

 

Assets *  Level 1   Level 2   Level 3   Total 
Common Stock  $289,493,879   $   $   $289,493,879 
Master Limited Partnerships   95,729,871            95,729,871 
Short-Term Investment   4,526,124            4,526,124 
Total Investments    $389,749,874   $   $   $389,749,874 

 

*Refer to the Portfolio of Investments for classification.

 

The Fund did not hold any Level 3 securities during the year ended October 31, 2022.

 

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

 

Foreign Currency Translations – The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency, and income receipts and expense payments are translated into U.S. dollars using the prevailing exchange rate at the London market close. Purchases and sales of securities are translated into U.S. dollars at the contractual currency rates established at the approximate time of the trade.

 

Net realized gains and losses on foreign currency transactions represent net gains and losses from currency realized between the trade and settlement dates on securities transactions and the difference between income accrued versus income received. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investments.

 

Dividends and Distributions to Shareholders – Dividends from net investment income are declared and distributed quarterly for the Fund. Dividends from net realized capital gains are 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 U.S. 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 their taxable income and net realized gains to shareholders. Therefore, no federal income tax provision has been recorded.

 

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

20

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

open tax years ended October 31, 2019-October 31, 2021, or expected to be taken in the Fund’s October 31, 2022 year-end tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, Ohio, and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, 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 enter 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 risk of loss due to these warranties and indemnities appears to be remote.

 

3.INVESTMENT TRANSACTIONS AND ASSOCIATED RISKS

 

For the year ended October 31, 2022, the aggregate purchases and sales of investments (excluding short-term investments) was $123,819,428 and $27,746,163, respectively.

 

Please refer to the Fund’s prospectus and statement of additional information (“SAI”) for further information regarding the risks associated with the Fund’s investments, which include but are not limited to active trading risk, cash flow risk, concentration risk, cybersecurity risk, energy sector focus risk, energy infrastructure industry focus risks (including acquisition risk, catastrophic event risk, commodity price risk, depletion risk, environmental and regulatory risk, interest rate risk, natural resources risk, supply and demand risk, and weather risk), equity risk, gap risk, geographic and sector risk, IPO risk, liquidity risk, leveraging risk, management risk, market capitalization risk, market events risk, market risk, master limited partnership risk, MLP tax risk, non-diversification risk, portfolio turnover risk, RIC qualification risk, and volatility risk.

 

Concentration Risk – Because the Fund may focus on one or more industries or sectors of the economy, its performance depends in large part on the performance of those sectors or industries. As a result, the value of an investment may fluctuate more widely than it would in a fund that is diversified across industries and sectors.

 

Energy Sector Focus Risk – The Fund focuses its investments in the energy sector which is comprised of energy, industrial, consumer, infrastructure and logistics companies, and will therefore be susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector such as that experienced with the novel coronavirus (“COVID-19”) pandemic. The energy sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors or the market as a whole. Companies operating in the energy sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, energy sector companies are subject to substantial government regulation and changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other energy reserves may also affect the profitability of energy companies.

 

Energy Infrastructure Industry Focus Risk – A substantial percentage of the Fund invests primarily in the energy infrastructure industry. As a result, the Fund will therefore be susceptible to adverse economic, environmental or regulatory occurrences affecting the energy infrastructure industry. Risks associated with investments in MLPs and other companies operating in the energy infrastructure industry include but are not limited to the following:

 

Acquisition Risk – Energy infrastructure companies owned by the Fund may depend on their ability to make acquisitions that increase adjusted operating surplus per unit in order to increase distributions to unit holders.

21

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 
Catastrophic Event Risk – MLPs and other companies operating in the energy infrastructure industry are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. Any occurrence of a catastrophic event, such as a terrorist attack, could bring about a limitation, suspension or discontinuation of the operations of MLPs and other companies operating in the energy infrastructure industry.

 

Commodity Price Risk – MLPs and other companies operating in the energy infrastructure industry may be affected by fluctuations in the prices of energy commodities. Fluctuations in energy infrastructure commodity prices would directly impact companies that own such energy infrastructure commodities and could indirectly impact companies that engage in transportation, storage, processing, distribution or marketing of such energy infrastructure commodities.

 

Depletion Risk – Energy infrastructure companies engaged in the exploration, development, management, gathering or production of energy commodities face the risk that commodity reserves are depleted over time. Such companies seek to increase their reserves through expansion of their current businesses, acquisitions, further development of their existing sources of energy infrastructure commodities or exploration of new sources of energy infrastructure commodities or by entering into long-term contracts for additional reserves; however, there are risks associated with each of these potential strategies.

 

Environmental and Regulatory Risk – Companies operating in the energy infrastructure industry are subject to significant regulation of their operations by federal, state and local governmental agencies. Additionally, voluntary initiatives and mandatory controls have been adopted or are being studied and evaluated, both in the United States and worldwide, to address current potentially hazardous environmental issues, including hydraulic fracturing and related waste disposal and geological concerns, as well as those that may develop in the future. The U.S. regulatory landscape has been impacted by the change in administration. The Fund cannot predict whether federal financial regulatory agencies will take any action to adopt new regulations or provide guidance that will adversely impact the energy infrastructure industry. In addition, the new administration has recently announced several initiatives aimed at addressing climate change. It is unclear how these initiatives could impact the Fund’s investments.

 

Interest Rate Risk – Rising interest rates could increase the cost of capital thereby increasing operating costs and reducing the ability of MLPs and other companies operating in the energy industry to carry out acquisitions or expansions in a cost-effective manner. Rising interest rates may also impact the price of energy infrastructure securities as the yields on alternative investments increase.

 

Natural Resources Risk – The Fund’s investments in natural resources issuers (including MLPs) is susceptible to adverse economic, environmental, business, regulatory or other occurrences affecting that sector. The natural resources sector has historically experienced substantial price volatility. At times, the performance of these investments may lag the performance of other sectors or the market as a whole. Companies operating in the natural resources sector are subject to specific risks, including, among others, fluctuations in commodity prices; reduced consumer demand for commodities such as oil, natural gas or petroleum products; reduced availability of natural gas or other commodities for transporting, processing, storing or delivering; slowdowns in new construction; domestic and global competition, extreme weather or other natural disasters; and threats of attack by terrorists on energy assets. Additionally, natural resource sector companies are subject to substantial government regulation, including environmental regulation and liability for environmental damage, and changes in the regulatory environment for energy companies may adversely impact their profitability. Over time, depletion of natural gas reserves and other natural resources reserves may also affect the profitability of natural resources companies.

 

Supply and Demand Risk – Companies in the energy infrastructure industry may be impacted by the levels of supply and demand for energy infrastructure commodities. The demand for oil and other energy commodities was adversely impacted by the market disruption and slowdown in economic activity resulting from the COVID-19 pandemic. Future pandemics could lead to reduced production and price volatility.

 

Weather Risk – Weather plays a role in the seasonality of some energy infrastructure companies’ cash flows, and extreme weather conditions could adversely affect performance and cash flows of those companies.

22

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

Equity Risk – Common stocks are susceptible to general stock 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 influence the price of equity securities include developments affecting a specific company or industry, or changing economic, political or market conditions. Preferred stocks are subject to the risk that the dividend on the stock may be changed or omitted by the issuer, and that participation in the growth of an issuer may be limited.

 

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

 

Master Limited Partnership Risk – An investment in MLP units involves certain risks which differ from an investment in the securities of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest exist between common unit holders of MLPs and the general partner, including those arising from incentive distribution payments. The MLP market may be adversely impacted by negative investor perceptions, such as reaction to reduced distributions. Risks of MLPs include the following: a decrease in the production of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may adversely impact the financial performance of MLPs or MLP-related securities. In addition, investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs. The amount of cash that any MLP has available to pay its unit holders in the form of distributions/dividends depends on the amount of cash flow generated from such company’s operations. Cash flow from operations will vary from quarter to quarter and is largely dependent on factors affecting the MLP’s operations and factors affecting the energy, natural resources or real estate sectors in general. MLPs were adversely impacted by the reduced demand for oil and other energy commodities as a result of the slowdown in economic activity resulting from the spread of the COVID-19 pandemic, which triggered an unprecedented sell-off of energy pipeline and midstream companies in 2020. Recently, global oil prices have experienced significant volatility, including a period where an oil-price futures contract fell into negative territory for the first time in history. Reduced production and continued oil price volatility may adversely impact the value of the Fund’s investments in MLPs and energy infrastructure companies.

23

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

MLP Tax Risk – Historically, MLPs have been able to offset a significant portion of their taxable income with tax deductions, including depreciation and amortization expense deductions. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation or other form of taxable entity for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax, excise tax or other form of tax on its taxable income. The classification of an MLP as a corporation or other form of taxable entity for U.S. federal income tax purposes could have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the Fund to be taxed as dividend income, return of capital, or capital gain. Thus, if any of the MLPs owned by the Fund were treated as corporations or other forms of taxable entity for U.S. federal income tax purposes, the after-tax return to the Fund with respect to its investment in such MLPs could be materially reduced which could cause a material decrease in the net asset value per share (“NAV”) of the Fund’s shares.

 

4.INVESTMENT ADVISORY AGREEMENT AND TRANSACTION WITH RELATED PARTIES

 

Recurrent Investment Advisors, LLC serves as the Fund’s investment advisor. Pursuant to an advisory agreement with the Trust on behalf of 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 a fee computed and accrued daily paid monthly, based on the Fund’s average daily net assets and is computed at the annual rate of 0.90%. Pursuant to the advisory agreement, the Fund incurred $2,665,213 in advisory fees for the year ended October 31, 2022. As of October 31, 2022, the amount due to Advisor from the Fund was $279,366.

 

The Advisor has contractually agreed to reduce the Fund’s fees and/or to absorb expenses of the Fund until at least until March 1, 2023 to ensure that total annual Fund operating expenses (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 expenses on securities sold short; taxes; and extraordinary expenses, such as litigation expenses) do not exceed 1.25% of the average daily net assets attributable to the Fund. This agreement may be terminated by the Board 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 within the foregoing expense limits as well as any expense limitation that was in effect at the time the waiver or reimbursement was made. Fee waiver and reimbursement arrangements can decrease the Fund’s expenses and increase its performance. For the year ended October 31, 2022, the Advisor recouped $253,199 of previously waived fees. As of October 31, 2022, the are no previously waived fees available for recoupment.

 

The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”), an affiliate of Ultimus Fund Solutions, LLC. The Trust, on behalf of the Fund, has adopted the Trust’s Distribution and Shareholder Servicing Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), as amended, to pay for certain distribution activities and shareholder services. During the year ended October 31, 2022, the Fund did not pay distribution related charges pursuant to the Plan.

 

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.

24

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

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

 

Blu Giant, LLC (“Blu Giant”), 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, Blu Giant receives customary fees from the Fund.

 

5.AGGREGATE UNREALIZED APPRECIATION AND DEPRECIATION – TAX BASIS

 

The identified cost of investments in securities owned by the Fund for federal income tax purposes, and its respective gross unrealized appreciation and depreciation at October 31, 2022, were as follows:

 

    Gross   Gross   Net Unrealized 
Tax   Unrealized   Unrealized   Appreciation/ 
Cost   Appreciation   Depreciation   (Depreciation) 
$263,160,380   $134,381,776   $(7,792,282)  $126,589,494 
                  
6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL (To be updated)

 

The tax character of fund distributions paid for the years ended October 31, 2022 and October 31, 2021 was as follows:

 

   Fiscal Year Ended
October 31, 2022
   Fiscal Year Ended
October 31, 2021
 
Ordinary Income  $3,130,602   $2,046,059 
Return of Capital   19,088,895    12,696,192 
   $22,219,497   $14,742,251 
           

As of October 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) 
$   $   $   $(820,432)  $   $126,587,248   $125,766,816 
                                 

The difference between book basis and tax basis unrealized appreciation, accumulated net realized losses and undistributed net investment income/(loss) is primarily attributable to tax adjustments for partnerships and the tax deferral of losses on wash sales. The unrealized appreciation in the table above includes unrealized foreign currency losses of $2,246.

 

At October 31, 2022, the Fund had capital loss carry forwards for federal income tax purposes available to offset future capital gains (including prior year losses of 127,544 incurred as a C-Corp and carried forward to the Fund) and capital loss carry forwards utilized, as follows:

 

Short-Term   Long-Term   Total   CLCF Utilized 
$820,432   $   $820,432   $8,893,353 
                  

25

 

Recurrent MLP & Infrastructure Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2022
 

Permanent book and tax differences, primarily attributable to changes in the characterization of prior year distributions resulting in a classification within the fund, for the fiscal year ended October 31, 2022 are as follows:

 

Paid In   Distributable 
Capital   Earnings 
$651,447   $(651,447)
        
7.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates presumption of control of the Fund, under Section 2(a) 9 of the 1940 Act. As of October 31, 2022, Charles Schwab & Company, Inc. held approximately 37% of the voting securities of the Fund and may be deemed to control the Fund. The Fund has no knowledge as to whether all or any portion of the shares owned of record within the omnibus accounts listed below are also owned beneficially.

 

8.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.

26

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of Two Roads Shared Trust and the Shareholders of Recurrent MLP & Infrastructure Fund

 

Opinion on the Financial Statements and Financial Highlights

 

We have audited the accompanying statement of assets and liabilities of Recurrent MLP & Infrastructure Fund (the “Fund”), one of the funds constituting the Two Roads Shared Trust (the “Trust”), including the schedule of investments, as of October 31 2022, the related statements of operations, changes in net assets, and financial highlights for the year then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, and the results of its operations, 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 October 31, 2021 and the financial highlights for the each of the three years in the period ended October 31, 2021 and for the period from November 2, 2017 (commencement of operations) through October 31, 2018 were audited by other auditors whose report, dated December 28, 2021, expressed an unqualified opinion on those statements.

 

Basis for Opinion

 

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. 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 laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits 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 and financial highlights 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 audits 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 audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, 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 and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

(-s- DELOITE & TOUCHE LLP)

 

Costa Mesa, California
December 27, 2022

 

We have served as the auditor of one or more Recurrent Investment Advisors, LLC investment companies since 2022.

27

 

Recurrent MLP & Infrastructure Fund
EXPENSE EXAMPLES (Unaudited)
October 31, 2022
 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs; (2) ongoing costs, including management fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and 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 May 1, 2022 through October 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 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          
  Annualized Account Ending Expenses Paid   Ending Expenses Paid
  Expense Ratio Value Account Value During Period   Account Value During Period
Class I:              
Recurrent MLP & Infrastructure Fund* 1.22% $1,000.00 $1,095.00 $6.44 $1,019.06 $6.21

 

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

28

 

Recurrent MLP & Infrastructure Fund
SUPPLEMENTAL INFORMATION (Unaudited)
October 31, 2022
 

Approval of Advisory Agreement

 

Recurrent MLP & Infrastructure 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 reapproval of the investment advisory agreement (the “Advisory Agreement”) between Recurrent Investment Advisors, LLC (“Recurrent” or the “Adviser”) and the Trust, on behalf of the Recurrent MLP& Infrastructure Fund (“Recurrent MLP Fund” or 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 Recurrent MLP Fund by Recurrent; (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 Recurrent MLP 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 Recurrent MLP 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 Recurrent. 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 Recurrent related to the Advisory Agreement with the Trust on behalf of 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 Recurrent; an overview of the personnel that perform advisory, compliance, and operational services for the Fund; a quarterly written report containing Recurrent’s performance commentary; Recurrent’s compliance program, including its business continuity policy and 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 Recurrent’s compliance program; information regarding the Adviser’s 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 Recurrent under the Advisory Agreement, the Board considered the overall experience of Recurrent’s employees’ asset management, risk management, operations and compliance experience, including their continued focus on the energy sector. The Board considered Recurrent’s financial condition, including its strong rebound in assets under management over the course of the COVID-19 pandemic. The Board noted that it had met with the Fund’s portfolio managers and continued to be satisfied with their expertise and ability to manage the Fund’s portfolio in accordance with its investment objectives and strategy.

29

 

Recurrent MLP & Infrastructure Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2022
 

The Board also noted that it receives and has reviewed information from the Trust’s CCO that indicated that there have been no significant compliance violations or of the Trust’s code of ethics. The Board confirmed that the Trust’s CCO concluded that Recurrent’s policies and procedures are reasonably designed to ensure compliance with federal securities laws. The Board considered the effectiveness of Recurrent’s cybersecurity and business continuity policies and procedures. The Board also considered the significant risks assumed by the Adviser in connection with the services provided to the Fund, including entrepreneurial risk and ongoing risks including investment, operational, enterprise, litigation, regulatory and compliance risks with respect to the Fund.

 

The Board considered 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 Recurrent, the Board also took into account its knowledge, acquired through discussions and reports during the preceding year and in past years, of Recurrent’s management and the quality of the performance of Recurrent’s duties. The Board concluded that Recurrent 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 Recurrent 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, 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 in particular that the data may vary 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 the Fund was above the median of its Peer Group and Morningstar category and outperformed its benchmark returns for all measured periods. The Board also took into account Recurrent’s discussion of the Fund’s performance, including relative to the Peer Group. The Board concluded that the Fund’s performance was satisfactory and that overall performance was consistent with the investment strategy as described in the prospectus.

 

Fees and Expenses. Regarding the costs of the services provided by Recurrent 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 the Peer Group and to its Morningstar category. The Board noted that while it found the data provided by the independent third-party generally useful, it recognized its limitations, including potential differences in the investment strategies of the Fund relative to its Peer Group, as well as the level, quality and nature of the services provided by the Adviser with respect to the Fund. The Board noted that the Fund’s contractual advisory fee was below the median of the Peer Group and Morningstar category. The Board also considered that the net operating expenses of the Fund were below the median of its Peer Group and nominally higher than its Morningstar category median. The Board also considered that Recurrent had agreed to reimburse expenses to limit net annual operating expenses to 1.25% (exclusive of any taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) of the average net assets attributable to Class I shares of the Fund. The Board also took into account that Recurrent managed other accounts that are similar to the Fund’s investment strategy, noting that the Fund’s contractual advisory fee was within the range of the advisory fees charged by the Adviser with respect to the other accounts and that that differences in advisory fees were attributable to the differences in the fee structures and the level of services provided by the Adviser. Based on the factors above, the Board concluded that the advisory fee of the Fund was not unreasonable.

 

Profitability. The Board considered Recurrent’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 Recurrent based on current asset levels of the Fund. The Board noted the direct and indirect costs of operating the Fund in that analysis and concluded that Recurrent’s profitability from its relationship with the Fund was not excessive.

30

 

Recurrent MLP & Infrastructure Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2022
 

Economies of Scale. The Board considered whether Recurrent would realize economies of scale with respect to its management of the Fund as the Fund grows 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. The Board took into account Recurrent’s discussion of the advisory fee structure, including that its current fee, which is lower than both its Peer Group and Morningstar Category median, already provides investors with the benefit of economies of scale. The Board also noted that Recurrent continues to waive its advisory fees and/or reimburse operating expenses of the Fund to the extent necessary to ensure that the operating expenses of the Fund does not exceed the expense cap. The Board determined that the current advisory fee structure was satisfactory. 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 to be received by Recurrent from its association with the Fund. The Board considered that Recurrent did not anticipate receiving any direct, indirect or ancillary material “fall-out” benefits from its relationship with the Fund, although the Board noted the potential for future product launches based on the success of the Fund as well as the use of soft dollars that Recurrent utilizes for research services. The Board concluded that any potential benefits are reasonable.

 

Conclusion. The Board, having requested and received such information from Recurrent 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 fund performance and operations throughout the year.

31

 

Recurrent MLP & Infrastructure Fund
SUPPLEMENTAL INFORMATION (Unaudited)
October 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 *

 

Name, Address,
Year of Birth
Position(s)
Held with
Registrant
Term and
Length
Served
Principal
Occupation(s) During
Past 5 Years
Number of
Portfolios
Overseen In
The Fund
Complex**
Other Directorships
Held During Past 5
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 October 31, 2022.

 

**As of October 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.

 

10/31/22 – Two Roads v2

32

 

Recurrent MLP & Infrastructure Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2022

 

Officers of the Trust*

 

Name, Address,
Year of Birth
Position(s)
Held with
Registrant
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
Overseen In
The Fund
Complex**
Other
Directorships
Held During Past
5 Years
James Colantino
Year of Birth: 1969
President 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
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 October 31, 2022.

 

**As of October 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.

 

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 1-833-732-8773

 

10/31/22 – Two Roads v2

33

 

Recurrent MLP & Infrastructure Fund
LIQUIDITY RISK MANAGEMENT PROGRAM (Unaudited)
October 31, 2022
 

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 October 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.

34

 

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

35

 

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.
   

36

 

PROXY VOTING POLICY

 

Information regarding how the Fund 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 1-833-RECURRENT (1-833-732-8773) 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 report on Form N-PORT. Form N-PORT is available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-833-RECURRENT (1-833-732-8773).

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT ADVISOR

Recurrent Investment Advisors, LLC

3801 Kirby Drive, Suite 654

Houston, TX 77098

 

ADMINISTRATOR

Ultimus Fund Solutions, LLC

4221 North 203rd Street, Suite 100

Elkhorn, NE 68022

 

 

 

 

 

 

 

 

 

 

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 prospectus carefully before investing in the Fund.

 

 

 

 

Recurrent-AR-22

 

 

(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.

 

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.

 

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

 

(c) 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.

 

 

(a)(1) 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.

(a)(2) Not applicable.

(a)(3) Not applicable.

 

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:

 

2022: $15,000

2021: $18,250

 

(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:

 

2022: $10,500

2021: $9,750

 

(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 $0 and $0 for the fiscal years ended October 31, 2022 and 2021, respectively.
(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 October 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. SCHEDULE OF INVESTMENT

 

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 Fund is an open-end management investment company

 

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

 

Not applicable Fund is an open-end management investment company

 

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

 

Not applicable Fund is an open-end management investment company

 

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

 

Not applicable at this time.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b)There were no significant changes in the Registrant’s internal control over financial reporting 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.

 

 
 

ITEM 13. EXHIBITS

 

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

 

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

 

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

 

 

 

SIGNATURES

 

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

 

Two Roads Shared Trust

 

 

By James Colantino /s/ James Colantino   
Principal Executive Officer,  
Date:  1/6/2023  

 

 

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
Date: 1/6/2023  

 

 

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 Laura Szalyga  /s/ Laura Szalyga
Principal Financial Officer
Date: 1/6/2023