N-CSRS 1 hunter_ncsrs.htm N-CSRS

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

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22718

 

Two Roads Shared Trust

(Exact name of registrant as specified in charter)

 

225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246

(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company

1209 Orange Street, Wilmington, DE 19801

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-490-4300

 

Date of fiscal year end: 7/31

 

Date of reporting period: 1/31/24

 

Item 1. Reports to Stockholders.

 

 

 

 

 

 

 

 

 

 

 

Hunter Small Cap Value Fund

 

Class I HSCVX

 

 

 

 

 

 

 

SEMI-ANNUAL REPORT

 

January 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

www.hunterfunds.com

 

1-833-835-1171

 

 

 

 

 

 

 

 

 

 

 

This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Fund. Such offering is made only by a prospectus, which contains information about the Fund’s investment objective, risks, fees and expenses. Investors are reminded to read the Fund’s prospectus carefully before investing in the Fund. 

 

 

Hunter Small Cap Value Fund 

PORTFOLIO REVIEW (Unaudited) 

January 31, 2024

 

The Fund’s performance figures* for the periods ended January 31, 2024 compared to its benchmark:

 

    (Annualized)
  Six Months Since Inception
Hunter Small Cap Value Fund Class I (a) 0.84% 11.40%
Russell 2000 Value Total Return Index (b) (0.73)% 12.51%

 

*The performance data quoted here represents past performance. 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 will fluctuate so that investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The Fund’s total annual operating expenses, before expense waivers, are 2.36% for Class I shares, per the November 30, 2023 prospectus. Hunter Perkins Capital Management, LLC d/b/a Hunter Capital Management (the “Adviser”) has contractually agreed to reduce the Fund’s fees and/or to make payments to limit Fund expenses until at least November 30, 2024, so that the total annual operating expenses after fee waiver and reimbursement (exclusive of any front-end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes, and extraordinary expenses such as litigation expenses) of the Fund do not exceed 0.95% of average daily net assets. This agreement may be terminated by the Fund’s Board of Trustees on 60 days’ written notice to the Adviser. Prior to November 30, 2023, the expense limitation was 1.25%. These fee waivers and/or expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved without exceeding the foregoing expense limits as well as any expense limitation in effect at the time the reimbursement is made. For performance information current to the most recent month-end, please call toll-free 1-833-835-1171.

 

(a)Hunter Small Cap Value Fund Class I commenced operations on December 28, 2022.

 

(b)The Russell 2000® Value Index is an unmanaged index that measures the performance of the small-cap value segment of the US equity universe. It includes those Russell 2000 companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium term (2 year) growth and lower sales per share historical growth (5 years). The Russell 2000® Index is an unmanaged, capitalization-weighted index of 2,000 small cap U.S. companies. Investors cannot invest directly in an index.

  

PORTFOLIO ANALYSIS (Unaudited)
January 31, 2024
   Percent of 
Sectors  Net Assets 
Banking   11.2%
Medical Equipment & Devices   5.8%
Insurance   5.7%
Semiconductors   5.6%
Oil & Gas Producers   5.0%
Retail - Discretionary   5.0%
Containers & Packaging   4.3%
Home Construction   3.6%
Food   3.5%
Machinery   3.4%
Other, Cash & Cash Equivalent   46.9%
Total   100.0%

 

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

1

 

HUNTER SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS (Unaudited)
January 31, 2024
 
Shares      Fair Value 
     COMMON STOCKS — 94.6%     
     AEROSPACE & DEFENSE - 1.6%     
 20,650   Mercury Systems, Inc.(a)  $612,479 
           
     APPAREL & TEXTILE PRODUCTS - 1.0%     
 23,250   Levi Strauss & Company, Class A   378,510 
           
     ASSET MANAGEMENT - 1.9%     
 10,275   Cohen & Steers, Inc.   723,566 
           
     AUTOMOTIVE - 2.0%     
 22,875   Gentex Corporation   757,849 
           
     BANKING - 11.2%     
 12,950   Columbia Banking System, Inc.   261,072 
 30,350   First Community Corporation   567,545 
 7,250   Hancock Whitney Corporation   327,048 
 33,175   Old Second Bancorp, Inc.   451,844 
 8,450   Pinnacle Financial Partners, Inc.   746,810 
 12,375   Prosperity Bancshares, Inc.   790,885 
 6,250   SouthState Corporation   519,375 
 5,525   Wintrust Financial Corporation   535,815 
         4,200,394 
     COMMERCIAL SUPPORT SERVICES - 2.0%     
 9,975   AMN Healthcare Services, Inc.(a)   738,250 
           
     CONSTRUCTION MATERIALS - 1.6%     
 3,275   Simpson Manufacturing Company, Inc.   592,742 
           
     CONTAINERS & PACKAGING - 4.3%     
 62,925   Graphic Packaging Holding Company   1,605,217 
           

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

2

 

HUNTER SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
January 31, 2024
 
Shares      Fair Value 
     COMMON STOCKS — 94.6% (Continued)     
     ELECTRIC UTILITIES - 2.9%     
 20,700   Black Hills Corporation  $1,071,432 
           
     ELECTRICAL EQUIPMENT - 3.4%     
 5,250   Generac Holdings, Inc.(a)   596,768 
 2,750   Littelfuse, Inc.   665,225 
         1,261,993 
     FOOD - 3.5%     
 12,075   John B Sanfilippo & Son, Inc.   1,293,595 
           
     HEALTH CARE FACILITIES & SERVICES - 1.7%     
 5,725   Ensign Group, Inc. (The)   648,185 
           
     HOME CONSTRUCTION - 3.6%     
 8,050   Armstrong World Industries, Inc.   798,641 
 1,700   Cavco Industries, Inc.(a)   564,264 
         1,362,905 
     INDUSTRIAL SUPPORT SERVICES - 2.0%     
 18,175   Core & Main, Inc.(a)   750,809 
           
     INSTITUTIONAL FINANCIAL SERVICES - 2.4%     
 22,725   Lazard, Inc.   885,821 
           
     INSURANCE - 5.7%     
 17,150   Axis Capital Holdings Ltd.   1,020,768 
 8,425   Hanover Insurance Group, Inc. (The)   1,112,183 
         2,132,951 
     LEISURE PRODUCTS - 1.0%     
 4,100   Polaris, Inc.   368,836 
           
     MACHINERY - 3.4%     
 9,375   Esab Corporation   806,156 
 3,500   Middleby Corporation (The)(a)   493,745 
         1,299,901 

 

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

3

 

HUNTER SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
January 31, 2024
 
Shares      Fair Value 
     COMMON STOCKS — 94.6% (Continued)     
     MEDICAL EQUIPMENT & DEVICES - 5.8%     
 36,900   Envista Holdings Corporation(a)  $867,150 
 9,075   Globus Medical, Inc., Class A(a)   479,069 
 11,975   QuidelOrtho Corporation(a)   820,407 
         2,166,626 
     METALS & MINING - 3.2%     
 5,400   Encore Wire Corporation   1,217,700 
           
     MULTI ASSET CLASS REIT - 1.0%     
 25,750   Elme Communities   372,860 
           
     OFFICE REIT - 0.9%     
 17,450   Equity Commonwealth   333,470 
           
     OIL & GAS PRODUCERS - 5.0%     
 50,125   Magnolia Oil & Gas Corporation, Class A   1,033,577 
 15,575   Matador Resources Company   854,912 
         1,888,489 
     REAL ESTATE SERVICES - 2.9%     
 2,080   Jones Lang LaSalle, Inc.(a)   368,285 
 18,875   Marcus & Millichap, Inc.   718,949 
         1,087,234 
     RESIDENTIAL REIT - 3.1%     
 28,487   Independence Realty Trust, Inc.   418,474 
 49,100   UMH Properties, Inc.   741,901 
         1,160,375 
     RETAIL - DISCRETIONARY - 5.0%     
 12,325   Academy Sports & Outdoors, Inc.   773,146 
 5,300   BlueLinx Holdings, Inc.(a)   611,302 
 6,350   Boot Barn Holdings, Inc.(a)   455,549 
         1,839,997 
     SELF-STORAGE REIT - 1.5%     
 14,875   National Storage Affiliates Trust   555,581 
           

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

4

 

HUNTER SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
January 31, 2024
         
Shares      Fair Value 
     COMMON STOCKS — 94.6% (Continued)     
     SEMICONDUCTORS - 5.6%     
 17,500   Coherent Corporation(a)  $831,950 
 3,950   Onto Innovation, Inc.(a)   637,925 
 30,375   Vishay Intertechnology, Inc.   660,049 
         2,129,924 
     SOFTWARE - 1.1%     
 5,875   Ziff Davis, Inc.(a)   395,975 
           
     SPECIALTY REIT - 1.6%     
 42,050   Gladstone Land Corporation   595,428 
           
     TECHNOLOGY SERVICES - 0.9%     
 10,025   John Wiley & Sons, Inc., Class A   339,246 
           
     TRANSPORTATION & LOGISTICS - 1.8%     
 9,025   Grupo Aeroportuario del Centro Norte S.A.B. de - ADR   663,428 
           
     TOTAL COMMON STOCKS (Cost $33,650,314)   35,431,768 
           
     SHORT-TERM INVESTMENTS — 12.3%     
     MONEY MARKET FUNDS - 12.3%     
 4,624,534   First American Treasury Obligations Fund, Class X, 5.24% (b)  (Cost $4,624,534)   4,624,534 
           
     TOTAL INVESTMENTS - 106.9% (Cost $38,274,848)  $40,056,302 
     LIABILITIES IN EXCESS OF OTHER ASSETS - (6.9)%   (2,564,852)
     NET ASSETS - 100.0%  $37,491,450 
           
ADR- American Depositary Receipt

 

LTD- Limited Company

 

REIT- Real Estate Investment Trust

 

(a)Non-income producing security

 

(b)Rate disclosed is the seven-day effective yield as of January 31, 2024.

 

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

5

 

Hunter Small Cap Value Fund
STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
January 31, 2024

 

ASSETS     
Investment securities:     
At cost  $38,274,848 
At fair value  $40,056,302 
Dividends and interest receivable   12,798 
Due from adviser   6,988 
Prepaid expenses   8,395 
TOTAL ASSETS   40,084,483 
      
LIABILITIES     
Payable for investments purchased   2,557,067 
Payable to related parties   13,299 
Accrued expenses and other liabilities   22,667 
TOTAL LIABILITIES   2,593,033 
NET ASSETS  $37,491,450 
      
Net Assets Consist of:     
Paid-in-Capital ($0 par value, unlimited shares authorized)  $36,105,793 
Accumulated Earnings   1,385,657 
Net Assets  $37,491,450 
      
Net Asset Value Per Share:     
Class I Shares:     
Net Assets  $37,491,450 
Shares of beneficial interest outstanding   3,376,238 
Net Asset Value (Net Assets÷Shares Outstanding), Offering and Redemption Price Per Share  $11.10 

 

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

6

 

Hunter Small Cap Value Fund
STATEMENT OF OPERATIONS (Unaudited)
For the Six Months Ended January 31, 2024

 

INVESTMENT INCOME     
Dividends  $216,163 
Interest   68,572 
TOTAL INVESTMENT INCOME   284,735 
      
EXPENSES     
Investment advisory fees   122,232 
Administrative services fees   38,853 
Legal fees   16,610 
Compliance officer fees   14,908 
Transfer agent fees   14,782 
Registration fees   11,250 
Audit fees   9,895 
Trustees’ fees and expenses   9,769 
Printing and postage expenses   7,022 
Custodian fees   4,936 
Insurance fees   2,445 
Miscellaneous fees   2,478 
TOTAL EXPENSES   255,180 
Less: Fees waived by the Adviser   (109,756)
NET EXPENSES   145,424 
      
NET INVESTMENT INCOME   139,311 
      
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     
Net realized loss on investments   (382,867)
Net change in unrealized appreciation (depreciation) on investments   496,129 
      
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   113,262 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $252,573 

 

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

7

 

Hunter Small Cap Value Fund
STATEMENT OF CHANGES IN NET ASSETS

 

   For the   For the 
   Six Months Ended   Period Ended 
   January 31, 2024   July 31, 2023* 
   (Unaudited)     
FROM OPERATIONS          
Net investment income  $139,311   $136,620 
Net realized gain (loss) on investments   (382,867)   23,482 
Net change in unrealized appreciation of investments   496,129    1,285,325 
Net increase in net assets resulting from operations   252,573    1,445,427 
           
DISTRIBUTIONS TO SHAREHOLDERS          
Total distributions paid:          
Class I   (312,343)   — 
Net decrease in net assets from distributions to shareholders   (312,343)   — 
           
FROM SHARES OF BENEFICIAL INTEREST          
Class I:          
Proceeds from shares sold   11,650,945    24,342,244 
Net asset value of shares issued in reinvestment of distributions   312,343    — 
Cost of shares redeemed   (174,724)   (25,015)
Net increase in net assets from shares of beneficial interest   11,788,564    24,317,229 
           
TOTAL INCREASE IN NET ASSETS   11,728,794    25,762,656 
           
NET ASSETS          
Beginning of Period   25,762,656    — 
End of Period  $37,491,450   $25,762,656 
           
SHARE ACTIVITY          
Class I:          
Shares Sold   1,052,293    2,314,729 
Shares Reinvested   29,191    — 
Shares Redeemed   (17,524)   (2,451)
Net increase in shares of beneficial interest outstanding   1,063,960    2,312,278 

 

*Hunter Small Cap Value Fund commenced operations on December 28, 2022.

 

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

8

 

Hunter Small Cap Value Fund - Class I
FINANCIAL HIGHLIGHTS

 

Per share data and ratios for a share of beneficial interest outstanding throughout each period presented.

 

   For the   For the 
   Six Months Ended   Period Ended 
   January 31, 2024      July 31, 2023* 
   (Unaudited)     
Net Asset Value, Beginning of Period  $11.14   $10.00 
Increase From Operations:          
Net investment income (a)   0.06    0.08 
Net gain from investments (both realized and unrealized)   0.03    1.06 
Total from operations   0.09    1.14 
           
Less Distributions:          
From net investment income   (0.06)   — 
From net realized gains on investments   (0.07)   — 
Total Distributions   (0.13)   — 
           
Net Asset Value, End of Period  $11.10   $11.14 
           
Total Return (b,c)   0.84%   11.40%
           
Net assets, end of period (in 000’s)  $37,491   $25,763 
           
Ratios/Supplemental Data          
Ratio of gross expenses to average net assets (d,e)   1.98%   2.34%
Ratio of net expenses to average net assets (e,f)   1.13%   1.25%
Ratio of net investment income to average net assets (e)   1.08%   1.23%
Portfolio turnover rate (c)   16%   29%

 

 

*Hunter Small Cap Value Fund commenced operations on December 28, 2022.

 

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

 

(b)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Adviser not absorbed a portion of Fund expenses, total returns would have been lower.

 

(c)Not annualized.

 

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

 

(e)Annualized.

 

(f)Effective November 30, 2023, the operating expense limitation was reduced to 0.95% from 1.25%.

 

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

9

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS
January 31, 2024

 

1.ORGANIZATION

 

Hunter Small Cap Value 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 diversified, open-end management investment company. The Fund commenced investment operations on December 28, 2022. The investment objective is to seek capital appreciation. The Fund currently offers Class I shares.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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 an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08.

 

Security Valuation – Securities listed on an exchange are valued at the last quoted sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price. In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation. Short-term debt obligations, excluding U.S. Treasury Bills, having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost. Securities that are not traded or dealt in any securities exchange (whether domestic or foreign) and for which over- the-counter market quotations are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask price on such over-the- counter market. Debt securities not traded on an exchange may be valued at prices supplied by a pricing agent(s) based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity.

 

Valuation of Underlying Funds -- The Fund may invest in funds of open -end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds value securities in their funds for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods approved by the boards of directors of the Underlying Funds. As of January 31, 2024 the Fund did not hold any closed-end investment companies.

 

Open -end funds 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 premium on shares of any closed-end investment company purchased by the Fund will not change.

 

The Fund may hold securities for which market quotations are not readily available or are determined to be unreliable. These securities are valued using the “fair value” procedures approved by the Board of Trustees of the Trust (the “Board”). The Board has appointed the Fund’s adviser as its valuation designee (the “Valuation Designee”) for all fair value determinations and responsibilities, other than overseeing pricing service providers used by the Trust. This designation is subject to Board oversight and certain reporting and other requirements designed to facilitate the Board’s ability effectively to oversee the designee’s fair value determinations. The Valuation Designee may also enlist third party consultants such as 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

10

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

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 approved by the Board.

 

Fair Valuation Process – The applicable investments are valued by the Valuation Designee pursuant to valuation procedures approved 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 the 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. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

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

 

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

 

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

 

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

 

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

11

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs used as of January 31, 2024 for the Fund’s investments measured at fair value:

 

Assets  Level 1   Level 2   Level 3   Total 
Common Stocks  $35,431,768   $—   $—   $35,431,768 
Money Market Fund   4,624,534    —    —    4,624,534 
Total Assets  $40,056,302   $—   $—   $40,056,302 

 

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

 

Security Transactions and Related Income – Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. 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.

 

The Fund may invest in real estate investment trusts (“REITs”) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REITs’ taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs.

 

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

 

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

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Funds’ tax positions expected to be taken in the Funds’ open tax year ended July 31, 2023 or expected to be taken in the Fund’s July 31, 2024 tax returns and has concluded to date that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. The Fund identifies its major tax jurisdictions as U.S. Federal, Ohio and foreign jurisdictions where the Fund makes significant investments; however the Fund is not aware of any tax positions for which it is reasonably expected that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Fund did not incur any interest or penalties.

 

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.

12

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

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

 

3.INVESTMENT TRANSACTIONS AND ASSOCIATED RISKS

 

The cost of purchases and proceeds from the sale of securities, other than short-term investments, for the six months ended January 31, 2024, amounted to $16,329,978 and $4,032,869, respectively.

 

The Fund’s investments in securities and financial instruments expose it to various risks certain of which are discussed below. Please refer to the Fund’s prospectus and statement of additional information for further information regarding the risks associated with the Fund’s investments which include but are not limited to cash positions risk, cybersecurity risk, equity securities risk, foreign (non-US) investment risk, gap risk, geographic risk, IPO risk, issuer-specific risk, large shareholder transactions risk, liquidity risk, management risk, market events risk, market risk, money market fund risk, micro-cap companies risk, new fund risk, portfolio turnover risk, sector risk, securities lending risk, small cap companies risk, underlying funds risk, U.S. government securities risk, valuation risk, value-style investing risk and volatility risk.

 

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, military conflict, acts of terrorism, social unrest, natural disasters, recessions, inflation, changes in interest rate levels, supply chain disruptions, sanctions, the spread of infectious illness or other public health threats, lack of liquidity in the bond and other markets, volatility in the securities markets, adverse investor sentiment and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. 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. A change in financial condition or other event affecting a single issuer or market may adversely impact securities markets as a whole. Rates of inflation have recently risen. The value of assets or income from an investment may be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund’s assets can decline as can the value of the Fund’s distributions. 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.

 

Market Events Risk – There has been increased volatility, depressed valuations, decreased liquidity and heightened uncertainty in the financial markets during the past several years, including what was experienced in 2020. These conditions may continue, recur, worsen or spread. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, have taken steps to support financial markets. This and other government intervention

13

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The U.S. government and the Federal Reserve have recently reduced market support activities, including by beginning to increase interest rates. Such reduction, including interest rate increases, could negatively affect financial markets generally, increase market volatility and reduce the value and liquidity of securities in which the Fund invests. Policy and legislative changes in the United States and in other countries may also continue to contribute to decreased liquidity and increased volatility in the financial markets. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.

 

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. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems.

 

Management Risk – The risk that investment strategies employed by the Fund’s adviser in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other similar investment vehicles having similar investment strategies. Management risk includes the risk that the quantitative model used by the Adviser may not perform as expected, particularly in volatile markets.

 

Small Cap Companies Risk – The Fund will invest in smaller issuers which are more volatile and less liquid than investments in issuers with larger market capitalizations. Small market capitalization issuers are not as diversified in their business activities as issuers with larger market capitalizations and are more susceptible to changes in the business cycle. The prices of securities of small market capitalization issuers generally are more volatile, less liquid, and more likely to be adversely affected by poor economic or market conditions than securities of larger companies. Small companies may have limited product lines, markets or financial resources, and they may be dependent upon a limited management group. Should a product fail, or if management changes, or if there are other adverse developments, the Fund’s investment in a small or mid-cap company may lose substantial value. In addition, small-cap companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans.

 

The small capitalization equity securities in which the Fund invests may be traded only in the over-the-counter market or on a regional securities exchange, may be listed only in the quotation service commonly known as the “pink sheets,” and may not be traded every day or in the volume typical of trading on a national securities exchange. These securities may also be subject to wide fluctuations in market value. The trading market for any given small capitalization equity security may be sufficiently small as to make it difficult for the Fund to dispose of a substantial block of such securities. The sale by the Fund of portfolio securities to meet redemptions may require the Fund to sell its small capitalization securities at a discount from market prices or during periods when, in the Adviser’s judgment, such sale is not desirable. Moreover, the lack of an efficient market for these securities may make them difficult to value.

 

Equity Securities Risk – The stock (i.e., equity) market can be volatile. Equity securities are susceptible to general market fluctuations, volatile increases and decreases in value as market confidence in and perceptions of their issuers change and unexpected trading activity among retail investors. The prices of stocks can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.

 

Money Market Fund Risk – The Fund may invest in money market mutual funds. An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market mutual funds that invest in U.S. government securities seek to preserve the value of the Fund’s investment at $1.00 per share, it is possible to lose money by investing in a stable NAV money market mutual fund. Moreover, SEC rules require prime money market mutual funds to use floating NAVs that do not preserve the value of the Fund’s investment at $1.00 per share. These rule amendments may impact the Fund’s use of prime money market mutual funds for capital preservation purposes.

14

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

Sector Risk – If the Fund invests a significant portion of its total assets in certain issuers within the same economic sector, there is a risk that an adverse economic, business or political development or natural or other event, including war, terrorism, natural and environmental disasters, epidemics, pandemics and other public health crises, affecting that sector may affect the value of the Fund’s investments more than if the Fund’s investments were not so focused. While the Fund may not concentrate in any one industry, the Fund may invest without limitation in a particular sector. The banking sector can be adversely affected by legislation, regulation, competition and by declines in general economic conditions, increased borrower defaults and changes in interest rates.

 

Value-Style Investing Risk – Value securities, including those selected by the portfolio manager for the Fund, are subject to the risks that their intrinsic value may never be realized by the market and that their prices may go down. In addition, value style investing may fall out of favor and underperform growth or other styles of investing during given periods. The Fund’s value discipline may result in a portfolio of stocks that differs materially from its illustrative index.

 

4.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Advisory Fees – Hunter Perkins Capital Management, LLC dba Hunter Capital Management serves as the Fund’s Investment Adviser (the “Adviser”) . Pursuant to an Investment Advisory Agreement with the Fund, the Adviser, 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 Adviser, the Fund pays the Adviser an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 0.95% of the Fund’s average daily net assets. For the six months ended January 31, 2024, the Adviser earned management fees of $122,232.

 

The Adviser has contractually agreed to reduce its fees and/or absorb expenses of the Fund (the “Waiver Agreement”), until at least November 30, 2024, to ensure that total annual fund operating expenses after fee waiver and/or reimbursement (exclusive of any front -end or contingent deferred loads, brokerage fees and commissions, acquired fund fees and expenses, borrowing costs (such as interest and dividend expense on securities sold short), taxes, and extraordinary expenses such as litigation expenses) will not exceed 0.95% of the Fund’s average daily net assets. This agreement may be terminated by the Fund’s Board of Trustees on 60 days’ written notice to the Adviser. These fee waivers and expense reimbursements are subject to possible recoupment from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved without exceeding the foregoing expense limits as well as any expense limitation in effect at the time the waiver was made or the expense reimbursed. Prior to November 30, 2023, the expense limitation was 1.25%.

 

If the Adviser waives any fee or reimburses any expense pursuant to the Waiver Agreement, and the Fund’s operating expenses are subsequently less than 0.95% of average underlying daily net assets, the Adviser shall be entitled recoup from the Fund for such waived fees or reimbursed expenses, provided that such recoupment does not cause the Fund’s expenses to exceed .95% (or, if lower, the expense limits in place at the time of recoupment). If the Fund’s operating expenses subsequently exceed 0.95% per annum of the average daily net assets, the recoupments shall be suspended. During the six months ended January 31, 2024, the Adviser waived fees and/or reimbursed expenses in the amount of $109,756 pursuant to the Waiver Agreement.

 

As of July 31, 2023, the Adviser had $121,123 of waived and/or reimbursed expenses that may be recovered by July 31, 2026.

 

Northern Lights Distributors, LLC (the “Distributor” or “NLD”) is the distributor for the shares of the Fund.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Class I shares.

15

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

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.

 

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

 

Blu Giant, LLC (“Blu Giant”) – 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 tax purposes and its respective gross unrealized appreciation and depreciation at January 31, 2024, was as follows:

 

Cost for Federal Tax purposes  $38,123,009 
Unrealized Appreciation   3,105,471 
Unrealized Depreciation   (1,172,178)
Tax Net Unrealized Appreciation  $1,933,293 

 

6.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of control of that fund, under Section 2(a)9 of the 1940 Act. As of January 31, 2024, Schwab held approximately 94.2% of voting securities of the Fund.

 

7.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

There were no Fund distributions for the period ended July 31, 2023.

 

As of July 31, 2023, the components of distributable earnings/(accumulated deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Unrealized   Total 
Ordinary   Long-Term   Appreciation   Accumulated 
Income   Gains   (Depreciation)   Earnings (Deficit) 
$303,244   $8,697   $1,133,486   $1,445,427 

 

The difference between book basis and tax basis undistributed net investment income/(loss), accumulated net realized gains/(losses), and unrealized appreciation/(depreciation) from investments is primarily attributable to the tax deferral of losses on wash sales and adjustments for partnerships.

16

 

Hunter Small Cap Value Fund
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2024

 

8.REGULATORY UPDATE

 

On January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Fund.

 

9.SUBSEQUENT EVENTS

 

Subsequent events after the date of the Statement 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.

17

 

Hunter Small Cap Value Fund
EXPENSE EXAMPLES (Unaudited)
January 31, 2024

 

As a shareholder of Hunter Small Cap Value Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Hunter Small Cap Value Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2023, through January 31, 2024.

 

Actual Expenses

 

The “Actual” 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 Hunter Small Cap Value Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or redemption fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

  Beginning Ending Expenses Paid Expense Ratio
  Account Value Account Value During Period* During Period
Actual 8/1/23 1/31/24 8/1/23-1/31/24 8/1/23-1/31/24
Class I $1,000.00 $1,008.40 $5.70 1.13%
         
  Beginning Ending Expenses Paid Expense Ratio
Hypothetical Account Value Account Value During Period* During Period
(5% return before expenses) 8/1/23 1/31/24 8/1/23-1/31/24 8/1/23-1/31/24
Class I $1,000.00 $1,019.46 $5.74 1.13%

 

*Expenses are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the period (184), divided by the number of days in the fiscal year (366).

18

 

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 1-631-490-4300

19

 

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.
   

20

 

Proxy Voting Policy

 

Information regarding how the Portfolio votes proxies relating to portfolio securities for the 12 month period ended June 30 as well as a description of the policies and procedures that the Portfolio used to determine how to vote proxies is available without charge, upon request, by calling 1-833-835-1171 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

Portfolio Holdings

 

The Portfolio files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SEC’s website at www.sec.gov.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Adviser
Hunter Perkins Capital Management, LLC
dba Hunter Capital Management
377 E. Butterfield Road, Suite 220
Lombard, IL 60148
 
Administrator
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, OH 45246

 

HUNTERCAPITAL-SAR24

 

 

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

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

 

Item 2. Code of Ethics. Not applicable.

 

Item 3. Audit Committee Financial Expert. Not applicable.

 

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

 

Item 5. Audit Committee of Listed Companies. Not applicable to open-end investment companies.

 

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

 

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

 

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

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable to open-end investment companies.

 

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

 

 

Item 11. Controls and Procedures.

 

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

 

(b)        There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

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

 

Item 13. Exhibits.

 

(a)(1) Not applicable.

 

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

 

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

 

 

 

 

 

 

 

 

 

 

SIGNATURES

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

 

(Registrant) Two Roads Shared Trust

 

By James Colantino /s/James Colantino   
President/Principal Executive Officer 
Date:  4/1/24  

 

 

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   
President/Principal Executive Officer
Date: 4/1/24  

 

 

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
Treasurer/Principal Financial Officer
Date: 4/1/24