01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:02
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) |
Registrants telephone number, including area code: | 631-490-4300 | |
Date of fiscal year end: | 10/31 | |
Date of reporting period: | 10/31/2024 |
Item 1. Reports to Stockholders.
(a) |
Affinity World Leaders Equity ETF (WLDR)
Annual Shareholder Report - October 31, 2024
This annual shareholder report contains important information about Affinity World Leaders Equity ETF for the period of November 1, 2023 to October 31, 2024. You can find additional information about the Fund at https://regentsparkfunds.com/our-funds/affinity-world-leaders-equity-etf/?cb=2101. You can also request this information by contacting us at 949.891.0600 .
(based on a hypothetical $10,000 investment)
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
Affinity World Leaders Equity ETF
|
$80
|
0.67%
|
Key factors that materially impacted WLDR's performance during the reporting period included a significant shift in Federal Reserve policy. The Fed transitioned from a focus on combating inflation to a more accommodative stance, marked by the initiation of interest rate cuts amid growing concerns over unemployment. Additionally, the emergence and increasing awareness of artificial intelligence (AI) as a transformative, generational innovation provided a powerful tailwind. The AI trend captured widespread attention, driving growth across industries as companies and investors recognized its potential to reshape global markets and economies.
The fund's allocation to the technology sector was a significant driver of its performance during the period. Key holdings, such as Meta Platforms Inc.and Applied Materials Inc., delivered strong returns, capitalizing on favorable market dynamics.Meta Platformsexperienced robust growth fueled by advancements in artificial intelligence, increased advertising revenues, and strategic investments in the metaverse, positioning it as a leader in the next wave of digital innovation. Meanwhile,Applied Materials, a prominent player in semiconductor equipment, benefited from sustained demand for semiconductors, driven by the proliferation of AI technologies, expansion of cloud computing, and the ongoing rollout of 5G infrastructure.
Additionally, the fund's exposure to cyclical value stocks provided further tailwinds. These holdings benefited from the absence of recessionary fears and the Federal Reserve's confirmation that inflation was under control. The Fed's pivot to a more supportive stance, alongside strong corporate earnings, underscored the economy's solid growth trajectory, further boosting investor confidence and driving returns.
Affinity World Leaders Equity ETF - NAV
|
Affinity World Leaders Equity ETF Index
|
MSCI World Index
|
|
01/16/18
|
$10,000
|
$10,000
|
$10,000
|
10/31/18
|
$9,080
|
$9,124
|
$9,387
|
10/31/19
|
$9,509
|
$9,663
|
$10,579
|
10/31/20
|
$8,297
|
$8,544
|
$11,040
|
10/31/21
|
$11,983
|
$12,499
|
$15,503
|
10/31/22
|
$10,645
|
$11,258
|
$12,639
|
10/31/23
|
$11,667
|
$12,496
|
$13,963
|
10/31/24
|
$16,043
|
$17,451
|
$18,666
|
1 Year
|
5 Years
|
Since Inception (January 16, 2018)
|
|
Affinity World Leaders Equity ETF - NAV
|
37.51%
|
11.03%
|
7.21%
|
Affinity World Leaders Equity ETF Index
|
39.66%
|
12.55%
|
8.55%
|
MSCI World Index
|
33.68%
|
12.03%
|
9.63%
|
The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Value
|
Value
|
Other Assets in Excess of Liabilities
|
0.6%
|
REITS
|
0.3%
|
Real Estate
|
1.5%
|
Utilities
|
2.5%
|
Energy
|
4.2%
|
Materials
|
4.2%
|
Consumer Staples
|
6.0%
|
Industrials
|
8.0%
|
Communications
|
10.3%
|
Health Care
|
11.0%
|
Consumer Discretionary
|
11.8%
|
Financials
|
14.4%
|
Technology
|
25.2%
|
Net Assets
|
$34,403,467
|
Number of Portfolio Holdings
|
117
|
Advisory Fee (net of waivers)
|
$0
|
Portfolio Turnover
|
104%
|
Value
|
Value
|
Common Stocks
|
100.0%
|
Value
|
Value
|
Other Assets in Excess of Liabilities
|
0.6%
|
Other Countries
|
3.2%
|
Switzerland
|
0.8%
|
France
|
1.0%
|
Canada
|
1.2%
|
Netherlands
|
1.4%
|
Israel
|
1.8%
|
Italy
|
2.5%
|
Ireland
|
2.8%
|
United Kingdom
|
4.5%
|
Japan
|
10.2%
|
United States
|
70.0%
|
Holding Name
|
% of Net Assets
|
Dell Technologies, Inc., Class C
|
3.0%
|
Meta Platforms, Inc., Class A
|
3.0%
|
Applied Materials, Inc.
|
2.9%
|
Seagate Technology Holdings PLC
|
2.8%
|
NetApp, Inc.
|
2.8%
|
Hewlett Packard Enterprise Company
|
2.8%
|
Coupang, Inc.
|
2.6%
|
Burlington Stores, Inc.
|
2.6%
|
Pfizer, Inc.
|
2.2%
|
AppLovin Corporation, Class A
|
2.2%
|
No material changes occurred during the year ended October 31, 2024.
Additional information is available on the Fund's website ( https://regentsparkfunds.com/our-funds/affinity-world-leaders-equity-etf/?cb=2101 ), including its:
Prospectus
Financial information
Holdings
Proxy voting information
Affinity World Leaders Equity ETF (WLDR)
Annual Shareholder Report - October 31, 2024
TSR-AR 103124-WLDR
(b) | Not applicable. |
Item 2. Code of Ethics.
(a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrants 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) | Not applicable. |
(c) | During the period covered by this report, there were no amendments to any provision of the code of ethics. |
(d) | During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics. |
(e) | Not applicable. |
(f) | See Item 19(a)(1) |
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrants Board of Trustees has determined that the registrant has at least one audit committee financial expert serving on the audit committee.
(a)(2) 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)(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 registrants principal accountant for the audit of the registrants 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: |
2024 $ 15,230 |
2023 $ 14,500 |
(b) | Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants 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: |
2024 $ 4,300 |
2023 $ 4,100 |
Preparation of Federal & State income tax returns, assistance with calculation of required income, capital gain and excise distributions and preparation of Federal excise tax returns.
(d) | All Other Fees. The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrants 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, 2024 and 2023 respectively. |
(e)(1) | The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman (subject to ratification by the Audit Committee) approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant to render such audit or non-audit service. |
(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. |
(g) | All non-audit fees billed by the registrants principal accountant for services rendered to the registrant for the fiscal years ended October 31, 2024, and 2023, respectively are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrants principal accountant for the registrants adviser. |
(h) | Not applicable. |
(i) | Not applicable. |
(j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The registrants audit committee members are Mark Garbin, Mark Gersten, Neil M. Kaufman and Anita K. Krug.
Item 6. Investments.
(a) The Registrants schedule of investments in unaffiliated issuers is included in the Financial Statements under Item 7 of this form.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a) |
Affinity World Leaders Equity ETF |
WLDR |
October 31, 2024 |
Annual Financial Statements |
Advised by: |
Regents Park Funds, LLC |
19900 MacArthur Blvd., Suite 655 |
Newport Beach, CA 92612 |
RegentsParkFunds.com |
1-866-866-4848 |
Distributed by Northern Lights Distributors, LLC |
Member FINRA |
AFFINITY WORLD LEADERS EQUITY ETF |
SCHEDULE OF INVESTMENTS |
October 31, 2024 |
Shares | Fair Value | |||||||
COMMON STOCKS - 99.4% | ||||||||
Bermuda - 0.5% | ||||||||
645 | RenaissanceRe Holdings Ltd. | $ | 169,248 | |||||
Canada - 1.2% | ||||||||
10,366 | Barrick Gold Corporation | 200,344 | ||||||
19,880 | Kinross Gold Corporation | 200,606 | ||||||
400,950 | ||||||||
France - 1.0% | ||||||||
6,345 | Engie S.A. | 106,383 | ||||||
1,062 | Publicis Groupe S.A. | 112,876 | ||||||
1,087 | Vinci S.A. | 121,422 | ||||||
340,681 | ||||||||
Germany - 0.4% | ||||||||
2,156 | Fresenius S.E. & Company KGaA(a) | 78,605 | ||||||
1,352 | Vonovia S.E. | 44,351 | ||||||
122,956 | ||||||||
Hong Kong - 0.1% | ||||||||
3,900 | Sun Hung Kai Properties Ltd. | 42,216 | ||||||
Ireland - 2.8% | ||||||||
9,704 | Seagate Technology Holdings PLC | 973,990 | ||||||
Israel - 1.8% | ||||||||
19,260 | Bank Leumi Le-Israel BM | 196,379 | ||||||
22,590 | Teva Pharmaceutical Industries Ltd. - ADR(a) | 416,560 | ||||||
612,939 | ||||||||
Italy - 2.5% | ||||||||
4,461 | Assicurazioni Generali SpA | 123,971 | ||||||
65,605 | Intesa Sanpaolo SpA | 280,930 | ||||||
2,250 | Prysmian SpA | 158,631 | ||||||
6,365 | UniCredit SpA | 281,626 | ||||||
845,158 | ||||||||
Japan - 10.2% | ||||||||
6,668 | Canon, Inc. | 219,604 | ||||||
4,400 | Central Japan Railway Company | 92,321 |
See accompanying notes to financial statements.
1
AFFINITY WORLD LEADERS EQUITY ETF |
SCHEDULE OF INVESTMENTS (Continued) |
October 31, 2024 |
Shares | Fair Value | |||||||
COMMON STOCKS - 99.4% (Continued) | ||||||||
Japan - 10.2% (Continued) | ||||||||
7,600 | Daiwa House Industry Company Ltd. | $ | 228,640 | |||||
48,300 | ENEOS Holdings, Inc. | 246,808 | ||||||
9,800 | Fujitsu Ltd. | 191,110 | ||||||
8,300 | Hitachi Ltd. | 214,355 | ||||||
19,300 | Inpex Corporation | 255,761 | ||||||
2,600 | ITOCHU Corporation | 130,958 | ||||||
6,148 | Japan Tobacco, Inc. | 173,223 | ||||||
6,100 | Kansai Electric Power Company, Inc. (The) | 98,562 | ||||||
5,500 | MS&AD Insurance Group Holdings, Inc. | 124,486 | ||||||
2,557 | Nippon Yusen KK | 86,467 | ||||||
13,940 | Nitto Denko Corporation | 234,733 | ||||||
6,668 | Otsuka Holdings Company Ltd. | 406,907 | ||||||
9,000 | Sekisui House Ltd. | 220,112 | ||||||
5,500 | Sompo Holdings, Inc. | 120,323 | ||||||
4,900 | Sumitomo Corporation | 104,650 | ||||||
14,400 | Sumitomo Electric Industries Ltd. | 225,799 | ||||||
4,000 | Tokio Marine Holdings, Inc. | 146,584 | ||||||
3,521,403 | ||||||||
Liberia - 0.7% | ||||||||
1,189 | Royal Caribbean Cruises Ltd. | 245,350 | ||||||
Netherlands - 1.4% | ||||||||
1,895 | AerCap Holdings N.V. | 177,278 | ||||||
4,467 | Koninklijke Ahold Delhaize N.V. | 147,264 | ||||||
22,006 | Koninklijke KPN N.V. | 85,999 | ||||||
3,106 | Koninklijke Philips N.V.(a) | 81,484 | ||||||
492,025 | ||||||||
Panama - 0.7% | ||||||||
11,256 | Carnival Corporation(a) | 247,632 | ||||||
Spain - 0.8% | ||||||||
43,041 | CaixaBank S.A. | 261,692 |
See accompanying notes to financial statements.
2
AFFINITY WORLD LEADERS EQUITY ETF |
SCHEDULE OF INVESTMENTS (Continued) |
October 31, 2024 |
Shares | Fair Value | |||||||
COMMON STOCKS - 99.4% (Continued) | ||||||||
Switzerland - 0.8% | ||||||||
2,475 | Logitech International S.A. | $ | 202,208 | |||||
138 | Swisscom A.G. | 84,065 | ||||||
286,273 | ||||||||
United Kingdom - 4.5% | ||||||||
6,175 | 3i Group plc | 252,522 | ||||||
10,125 | BAE Systems plc | 163,167 | ||||||
88,272 | Barclays plc | 270,281 | ||||||
46,131 | BT Group PLC | 82,222 | ||||||
5,594 | Imperial Brands plc | 168,543 | ||||||
980 | InterContinental Hotels Group PLC | 108,176 | ||||||
1,159 | Next plc | 146,283 | ||||||
29,082 | Rolls-Royce Holdings plc(a) | 200,738 | ||||||
32,638 | Tesco PLC | 143,990 | ||||||
1,535,922 | ||||||||
United States - 70.0% | ||||||||
2,550 | 3M Company | 327,599 | ||||||
1,059 | Allstate Corporation (The) | 197,525 | ||||||
6,028 | Altria Group, Inc. | 328,285 | ||||||
5,582 | Applied Materials, Inc. | 1,013,580 | ||||||
4,361 | AppLovin Corporation, Class A(a) | 738,710 | ||||||
8,269 | Baker Hughes Company | 314,884 | ||||||
5,954 | Bank of New York Mellon Corporation (The) | 448,693 | ||||||
927 | Berkshire Hathaway, Inc., Class B(a) | 418,003 | ||||||
3,523 | Burlington Stores, Inc.(a) | 872,894 | ||||||
858 | Camden Property Trust | 99,348 | ||||||
3,242 | Centene Corporation(a) | 201,847 | ||||||
2,002 | CF Industries Holdings, Inc. | 164,624 | ||||||
772 | Cigna Group (The) | 243,033 | ||||||
8,468 | Cognizant Technology Solutions Corporation, Class A | 631,628 | ||||||
11,646 | Comcast Corporation, Class A | 508,581 | ||||||
34,930 | Coupang, Inc.(a) | 900,844 | ||||||
8,291 | Dell Technologies, Inc., Class C | 1,025,015 | ||||||
2,116 | Delta Air Lines, Inc. | 121,078 | ||||||
1,604 | Diamondback Energy, Inc. | 283,539 |
See accompanying notes to financial statements.
3
AFFINITY WORLD LEADERS EQUITY ETF |
SCHEDULE OF INVESTMENTS (Continued) |
October 31, 2024 |
Shares | Fair Value | |||||||
COMMON STOCKS - 99.4% (Continued) | ||||||||
United States - 70.0% (Continued) | ||||||||
2,953 | Discover Financial Services | $ | 438,314 | |||||
9,142 | DocuSign, Inc.(a) | 634,271 | ||||||
1,569 | Eastman Chemical Company | 164,887 | ||||||
9,634 | eBay, Inc. | 554,051 | ||||||
559 | Elevance Health, Inc. | 226,820 | ||||||
964 | Entergy Corporation | 149,208 | ||||||
2,003 | Evergy, Inc. | 121,061 | ||||||
3,319 | Exelon Corporation | 130,437 | ||||||
1,616 | Fidelity National Information Services, Inc. | 145,004 | ||||||
1,186 | Fiserv, Inc.(a) | 234,709 | ||||||
2,035 | Gaming and Leisure Properties, Inc. | 102,137 | ||||||
22,696 | Gen Digital, Inc. | 660,680 | ||||||
653 | HCA Healthcare, Inc. | 234,257 | ||||||
4,801 | Healthpeak Properties, Inc. | 107,782 | ||||||
49,500 | Hewlett Packard Enterprise Company | 964,755 | ||||||
5,357 | Kroger Company (The) | 298,760 | ||||||
625 | Lockheed Martin Corporation, B | 341,281 | ||||||
117 | Markel Group, Inc.(a) | 180,415 | ||||||
1,800 | Meta Platforms, Inc., Class A | 1,021,644 | ||||||
8,438 | NetApp, Inc. | 972,986 | ||||||
1,955 | Newmont Corporation | 88,835 | ||||||
4,063 | Omnicom Group, Inc. | 410,363 | ||||||
1,731 | Owens Corning | 306,023 | ||||||
387 | Packaging Corporation of America | 88,600 | ||||||
2,663 | PayPal Holdings, Inc.(a) | 211,176 | ||||||
26,872 | Pfizer, Inc. | 760,477 | ||||||
2,863 | Philip Morris International, Inc. | 379,920 | ||||||
3,903 | PPL Corporation | 127,082 | ||||||
17,877 | Regions Financial Corporation | 426,724 | ||||||
719 | Simon Property Group, Inc. | 121,597 | ||||||
3,256 | Southwest Airlines Company | 99,568 | ||||||
8,363 | SS&C Technologies Holdings, Inc. | 584,825 | ||||||
2,884 | Stanley Black & Decker, Inc. | 268,039 | ||||||
3,909 | T Rowe Price Group, Inc. | 429,443 |
See accompanying notes to financial statements.
4
AFFINITY WORLD LEADERS EQUITY ETF |
SCHEDULE OF INVESTMENTS (Continued) |
October 31, 2024 |
Shares | Fair Value | |||||||
COMMON STOCKS - 99.4% (Continued) | ||||||||
United States - 70.0% (Continued) | ||||||||
1,439 | Tenet Healthcare Corporation(a) | $ | 223,074 | |||||
2,080 | Toll Brothers, Inc. | 304,595 | ||||||
1,618 | United Airlines Holdings, Inc.(a) | 126,625 | ||||||
1,046 | Universal Health Services, Inc., Class B | 213,708 | ||||||
4,692 | US Foods Holding Corporation(a) | 289,262 | ||||||
11,453 | Verizon Communications, Inc. | 482,515 | ||||||
3,020 | Vertiv Holdings Company | 330,056 | ||||||
61,635 | Viatris, Inc. | 714,966 | ||||||
3,456 | VICI Properties, Inc. | 109,763 | ||||||
1,053 | Vistra Corporation | 131,583 | ||||||
6,373 | Williams Companies, Inc. (The) | 333,754 | ||||||
24,085,742 | ||||||||
TOTAL COMMON STOCKS (Cost $30,879,368) | 34,184,177 | |||||||
TOTAL INVESTMENTS - 99.4% (Cost $30,879,368) | $ | 34,184,177 | ||||||
OTHER ASSETS IN EXCESS OF LIABILITIES - 0.6% | 219,290 | |||||||
NET ASSETS - 100.0% | $ | 34,403,467 |
ADR | - American Depositary Receipt |
Ltd. | - Limited Company |
N.V | - Naamioze Vennootschap |
PLC | - Public Limited Company |
S.A. | - Société Anonyme |
(a) | Non-income producing security. |
See accompanying notes to financial statements.
5
Affinity World Leaders Equity ETF |
STATEMENT OF ASSETS AND LIABILITIES |
October 31, 2024 |
ASSETS | ||||
Investment securities: | ||||
At cost | $ | 30,879,368 | ||
At fair value | $ | 34,184,177 | ||
Cash | 112,086 | |||
Foreign cash, (cost $343) | 341 | |||
Dividends receivable | 123,654 | |||
Prepaid expenses and other assets | 6,222 | |||
TOTAL ASSETS | 34,426,480 | |||
LIABILITIES | ||||
Investment advisory fees payable | 1,418 | |||
Payable to related parties | 8,233 | |||
Accrued expenses and other liabilities | 13,362 | |||
TOTAL LIABILITIES | 23,013 | |||
NET ASSETS | $ | 34,403,467 | ||
Net Assets Consist Of: | ||||
Paid in capital ($0 par value, unlimited shares authorized) | $ | 27,308,445 | ||
Accumulated earnings | 7,095,022 | |||
NET ASSETS | $ | 34,403,467 | ||
Net Asset Value Per Share: | ||||
Shares: | ||||
Net assets | $ | 34,403,467 | ||
Shares of beneficial interest outstanding (a) | 1,050,000 | |||
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share | $ | 32.77 |
(a) | Unlimited number of shares of beneficial interest authorized, no par value. |
See accompanying notes to financial statements.
6
Affinity World Leaders Equity ETF |
STATEMENT OF OPERATIONS |
For the Year Ended October 31, 2024 |
INVESTMENT INCOME | ||||
Dividends (net of $44,990 in foreign dividend tax withheld) | $ | 728,483 | ||
Interest | 4,559 | |||
TOTAL INVESTMENT INCOME | 733,042 | |||
EXPENSES | ||||
Investment advisory fees | 148,270 | |||
Administrative services fees | 81,836 | |||
Legal fees | 25,933 | |||
Custodian fees | 20,725 | |||
Audit fees | 19,272 | |||
Compliance officer fees | 18,862 | |||
Trustees fees and expenses | 17,961 | |||
Printing and postage expenses | 13,240 | |||
Transfer agent fees | 7,809 | |||
Insurance expense | 5,490 | |||
Other expenses | 9,863 | |||
TOTAL EXPENSES | 369,261 | |||
Less: Fees waived and expenses reimbursed by the Adviser | (157,751 | ) | ||
NET EXPENSES | 211,510 | |||
NET INVESTMENT INCOME | 521,532 | |||
REALIZED AND UNREALIZED GAIN FROM INVESTMENTS | ||||
Net realized gain from investments and foreign currency transactions | 6,844,774 | |||
Net realized gain from redemptions in-kind | 158,221 | |||
Net change in unrealized appreciation on investments and foreign currency translations | 2,051,664 | |||
NET REALIZED AND UNREALIZED GAIN FROM INVESTMENTS | 9,054,659 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 9,576,191 |
See accompanying notes to financial statements.
7
Affinity World Leaders Equity ETF |
STATEMENTS OF CHANGES IN NET ASSETS |
For the | For the | |||||||
Year Ended | Year Ended | |||||||
October 31, 2024 | October 31, 2023 | |||||||
FROM OPERATIONS | ||||||||
Net investment income | $ | 521,532 | $ | 740,015 | ||||
Net realized gain from investments and foreign currency transactions | 6,844,774 | 1,455,126 | ||||||
Net realized gain from redemptions in-kind | 158,221 | 1,502,236 | ||||||
Net change in unrealized appreciation on investments and foreign currency translations | 2,051,664 | 79,829 | ||||||
Net increase in net assets resulting from operations | 9,576,191 | 3,777,206 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS | ||||||||
Total distributions paid | (643,230 | ) | (755,120 | ) | ||||
Net decrease in net assets from distributions to shareholders | (643,230 | ) | (755,120 | ) | ||||
FROM SHARES OF BENEFICIAL INTEREST | ||||||||
Proceeds from shares sold | 44 | 74 | ||||||
Payments for shares redeemed | (1,292,342 | ) | (10,252,062 | ) | ||||
Net decrease in net assets from shares of beneficial interest | (1,292,298 | ) | (10,251,988 | ) | ||||
TOTAL INCREASE (DECREASE) IN NET ASSETS | 7,640,663 | (7,229,902 | ) | |||||
NET ASSETS | ||||||||
Beginning of Year | 26,762,804 | 33,992,706 | ||||||
End of Year | $ | 34,403,467 | $ | 26,762,804 | ||||
SHARE ACTIVITY | ||||||||
Shares Sold | - | - | ||||||
Shares Redeemed | (50,000 | ) | (400,000 | ) | ||||
Net decrease from share activity | (50,000 | ) | (400,000 | ) |
See accompanying notes to financial statements.
8
Affinity World Leaders Equity ETF |
FINANCIAL HIGHLIGHTS |
Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each of the Years Presented
For the | For the | For the | For the | For the | ||||||||||||||||
Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
October 31 | October 31 | October 31 | October 31 | October 31 | ||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net asset value, beginning of year | $ | 24.33 | $ | 22.66 | $ | 27.56 | $ | 19.48 | $ | 22.88 | ||||||||||
Activity from investment operations: | ||||||||||||||||||||
Net investment income (a) | 0.50 | 0.51 | 0.56 | 0.48 | 0.52 | |||||||||||||||
Net realized and unrealized gain (loss) on investments (b) | 8.55 | 1.68 | (3.44 | ) | 8.13 | (3.39 | ) | |||||||||||||
Total gain (loss) from investment operations | 9.05 | 2.19 | (2.88 | ) | 8.61 | (2.87 | ) | |||||||||||||
Less distributions from: | ||||||||||||||||||||
Net investment income | (0.61 | ) | (0.52 | ) | (0.55 | ) | (0.53 | ) | (0.53 | ) | ||||||||||
Net realized gains | - | - | (1.47 | ) | - | - | ||||||||||||||
Total distributions | (0.61 | ) | (0.52 | ) | (2.02 | ) | (0.53 | ) | (0.53 | ) | ||||||||||
Net asset value, end of year | $ | 32.77 | $ | 24.33 | $ | 22.66 | $ | 27.56 | $ | 19.48 | ||||||||||
Market price, end of year | $ | 32.68 | $ | 24.14 | $ | 22.70 | $ | 27.55 | $ | 19.62 | ||||||||||
Total return (c)(d) | 37.51 | % | 9.60 | % | (11.17 | )% | 44.42 | % | (12.75 | )% | ||||||||||
Market price total return | 38.21 | % | 8.55 | % | (10.99 | )% | 43.33 | % | (11.86 | )% | ||||||||||
Net assets, end of year (000s) | $ | 34,403 | $ | 26,763 | $ | 33,993 | $ | 37,200 | $ | 15,581 | ||||||||||
Ratio of gross expenses to average net assets (e)(f) | 1.17 | % | 1.11 | % | 1.16 | % | 1.59 | % | 2.90 | % | ||||||||||
Ratio of net expenses to average net assets (f)(g) | 0.67 | % | 0.67 | % | 0.67 | % | 0.61 | % | 0.47 | % | ||||||||||
Ratio of net investment income to average net assets (f)(h) | 1.65 | % | 2.06 | % | 2.25 | % | 1.85 | % | 2.52 | % | ||||||||||
Portfolio Turnover Rate (i) | 104 | % | 82 | % | 93 | % | 105 | % | 134 | % |
(a) | Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the year. |
(b) | 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 year, and may not reconcile with aggregate gains in the Statement of Operations due to the share transactions for the period/year. |
(c) | Total return is calculated assuming a purchase of shares at net asset value on the first day and a sale at net asset value on the last day of the year. Distributions are assumed, for the purpose of this calculation, to be reinvested at the ex-dividend date net asset value per share on their respective payment dates. Had the Adviser not waived or reimbursed a portion of the Funds expenses, total returns would have been lower. |
(d) | Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
(e) | Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Adviser. |
(f) | Does not include the expenses of other investments companies in which the Fund Invests. |
(g) | Represents the ratio of expenses to average net assets inclusive of fee waivers and/or expense reimbursements by the Adviser. |
(h) | Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund |
(i) | Portfolio turnover rate excludes securities received or delivered from in-kind transactions. |
See accompanying notes to financial statements.
9
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS
October 31, 2024
(1) | ORGANIZATION |
The Affinity World Leaders Equity ETF (the Fund) is a series of shares of beneficial interest of the Two Roads Shared Trust (the Trust), a statutory trust organized under the laws of the State of Delaware on June 8, 2012, and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Fund commenced operations on January 16, 2018. The Funds investment objective is to seek to provide investment results that correspond generally, before fees and expenses, to the performance of the Thomson Reuters StarMine Affinity World Leaders Total Return Index (the TRSAWL Index or the Index).
(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 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 Standards Codification Topic 946 Financial Services - Investment Companies.
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. 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.
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 are valued using the fair value procedures approved by the Trustees of the Trust (the Board). The Board has appointed the 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 Boards ability effectively to oversee the designees 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 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.
Valuation of Underlying Funds - The Fund may invest in portfolios of open -end investment companies (the Underlying Funds). Investment companies are valued at their respective net asset values as reported by such investment companies. Open-end investment companies value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods approved by the board of directors of the open- end funds. The shares of many exchange-traded funds (ETFs), after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company or ETF purchased by the Fund will not change.
10
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
Exchange-Traded Funds - The Fund may invest in ETFs. ETFs are a type of fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities in which it invests, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
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 Funds calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non -traded securities are valued 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 Funds holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.
The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
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
11
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
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, 2024, for the Funds assets and liabilities measured at fair value:
Assets * | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Common Stocks | $ | 34,184,177 | $ | - | $ | - | $ | 34,184,177 | ||||||||
Total | $ | 34,184,177 | $ | - | $ | - | $ | 34,184,177 |
The Fund did not hold any Level 2 or 3 securities during the fiscal year.
* | Refer to the Schedule of Investments for portfolio composition. |
Foreign Currency Translations
The books and records of the Fund are maintained in US dollars. The market values of securities which are not traded in U.S. currency are recorded in the financial statements after translation to U.S. dollars based on the applicable exchange rates at the end of the period. The costs of such securities are translated at exchange rates prevailing when acquired. Related interest, dividends and withholding taxes are accrued at the rates of exchange prevailing on the respective dates of such transactions.
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 effect of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.
Security Transactions and Related Income
Security transactions are accounted for on trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex -dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Dividends and Distributions to Shareholders
Ordinarily, dividends from net investment income, if any, are declared and paid quarterly by the Fund. The Fund distributes its net realized capital gains, if any, to shareholders annually. Dividends from net investment income and distributions from net realized gains are recorded on ex-dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These book/tax differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.
12
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
Federal Income Taxes
The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required. The Fund recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. Management has analyzed the Funds tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended October 31, 2021, through October 31, 2023, or expected to be taken in the Funds October 31, 2024, year-end tax returns. The Fund identified its major tax jurisdictions as U.S. Federal, Ohio, and foreign jurisdictions where the Fund makes significant investments. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Expenses
Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.
Indemnification
The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities. The Funds maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss due to these warranties and indemnities to be remote.
(3) | INVESTMENT TRANSACTIONS |
For the year ended October 31, 2024, cost of purchases and proceeds from sales of portfolio securities (excluding in-kind transactions and short-term investments), amounted to $32,414,899 and $32,591,874 respectively, for the Fund. For the year ended October 31, 2024, cost of purchases and proceeds from sales for in-kind transactions, amounted to $0 and $1,256,883 respectively, for the Fund.
(4) | INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES |
Regents Park Funds, LLC serves as the Funds investment adviser (the Adviser). Pursuant to an Investment Advisory Agreement with the Fund, the Adviser, 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, the Fund pays to the Adviser a monthly investment management fees at an annual rate of 0.47% of its average daily net assets. For the year ended October 31, 2024, the Adviser earned $148,270 in investment management fees.
The Adviser has engaged Affinity Investment Advisors, LLC to serve as investment sub-adviser (Sub -Adviser or Affinity) to the Fund. The Sub-Adviser, with respect to the portion of the Funds assets allocated to the Sub-Adviser, is responsible for selecting investments and assuring that investments are made in accordance with the Funds investment objective, policies and restrictions. The Adviser compensates the Sub-Adviser for its services from the management fees received from the Fund, at the annual rate of 0.43% of the Funds average net assets.
13
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
The Adviser, pursuant to an Expense Limitation Agreement (the Agreement) has contractually agreed to reduce the Funds fees and/or absorb expenses of the Fund until at least February 28, 2025, 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, borrowing costs (such as interest and dividend expense on securities sold short), taxes, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses), or extraordinary expenses such as litigation) will not exceed 0.67% of average daily net assets. The expense limit in effect prior to its expiration on February 28, 2021, was 0.47%. This Agreement may be terminated by the Board of Trustees on 60 days written notice to the Adviser. 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 within the foregoing expense limits as well as any expense limitation that was in effect at the time the waiver or reimbursement was made. The Adviser and the Sub-Adviser have agreed that Affinity will reimburse all Fund expenses directly.
For the year ended October 31, 2024, the Adviser waived fees and reimbursed expenses of the Fund in the amount of $157,751. The Adviser can recoup waived and reimbursed expenses of $ 174,842 until October 31, 2025, $158,154 until October 31, 2026, and $157,751 until October 31, 2027, pursuant to the Agreement. For the year ended October 31, 2024, the Adviser did not recoup any fees that had been reimbursed in previous years.
The Trust, with respect to the Fund, has adopted a distribution and service plan (Plan) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees to Northern Lights Distributors (NLD or the distributor) and other firms that provide distribution and shareholder services (Service Providers). If a Service Provider provides these services, the Fund may pay fees at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act.
No distribution or service fees are currently paid by the Fund and there are no current plans to impose these fees. In the event Rule 12b-1 fees were charged, over time they would increase the cost of an investment in the Fund.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Ultimus Fund Solutions, LLC (UFS)- UFS, an affiliate of the Distributor, provides administration and fund accounting services to the Fund. Pursuant to a separate servicing agreement with UFS, the Fund pays UFS customary fees for providing administration and fund accounting services to the Fund. Certain officers of the Trust are also officers of UFS and are not paid any fees directly by the Fund for 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 Fund, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Fund. Under the terms of such agreement, NLCS receives customary fees from the Fund. An officer of the Fund is also an officer of NLCS and is not paid any fees directly by the Fund for serving in such capacity.
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) | CAPITAL SHARE TRANSACTIONS |
Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as Creation Units. Shares are created and redeemed by the Fund only in Creation Unit size aggregations of 50,000 shares. Only Authorized Participants or transactions done through an Authorized Participant are permitted to purchase or redeem Creation Units from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities
14
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Such transactions are generally permitted on an in-kind basis, with a balancing cash component to equate the transaction to the NAV per share of the Fund on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery, not eligible for trading by the Authorized Participant or as a result of other market circumstances. In addition, the Fund may impose transaction fees on purchases and redemptions of Fund shares to cover the custodial and other costs incurred by the Funds in effecting trades. A fixed fee payable to the Custodian may be imposed on each creation and redemption transaction regardless of the number of Creation Units involved in the transaction (Fixed Fee) . Purchases and redemptions of Creation Units for cash or involving cash-in-lieu are required to pay an additional variable charge to compensate the Fund and its ongoing shareholders for brokerage and market impact expenses relating to Creation Unit transactions (Variable Charge, and together with the Fixed Fee, the Transaction Fees). Transactions in capital shares for the Fund are disclosed in the Statements of Changes in Net Assets.
The Transaction Fees for the Fund are listed in the table below:
Minimum Additional | Maximum Additional | |
Fee for In-Kind and | Variable Charge for | Variable Charge for |
Cash Purchases | Cash Purchases* | Cash Purchases* |
$1,800 | 0.20% | 2.00% |
* | As a percentage of the amount invested. |
(6) | PRINCIPAL INVESTMENT RISKS |
The Funds investments in securities, financial instruments and derivatives expose it to various risks, certain of which are discussed below. Please refer to the Funds prospectus and statement of additional information for further information regarding the risks associated with the Funds investments which include, but are not limited to authorized participant concentration risk, calculation methodology risk, currency risk, cybersecurity risk, equity risk, ETF structure risk, fluctuation of NAV risk, foreign (non-U.S.) investments risk, gap risk, geographic and sector risk, index risk, index tracking error risk, industry concentration risk, management risk, market capitalization risk, market events risk, market risk, portfolio turnover risk and volatility risk.
Equity Risk: Equity securities are susceptible to general market fluctuations, volatile increases and decreases in value as market confidence in and perceptions of their issuers change and unexpected trading activity among retail investors. Factors that may influence the price of equity securities include developments affecting a specific company or industry, or changing economic, political or market conditions.
Index Risk: Unlike many investment companies, the Fund does not utilize an investing strategy that seeks returns in excess of the TRSAWL Index. Therefore, the Sub -Adviser would not necessarily sell a security unless that security is removed from the TRSAWL Index, even if that security generally is underperforming or the securitys issuer was in financial trouble, and the Fund will be negatively affected by general declines in the securities and asset classes represented in the TRSAWL Index. The Fund does not take defensive positions in declining markets. Market disruptions and regulatory restrictions could have an adverse effect on the Funds ability to adjust its exposure to the required levels in order to track the TRSAWL Index. The Index Provider relies on third party data it believes to be reliable in constructing the TRSAWL Index, but it does not guarantee the accuracy or availability of any such third party data, and there is also no guarantee with respect to the accuracy, availability or timeliness of the production of the TRSAWL Index. In addition, the performance of the Fund and the TRSAWL Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the TRSAWL Index. Also, the Fund may not be fully invested in the securities of the TRSAWL Index at all times, may deviate from the relative weightings of the TRSAWL Index, or may hold securities not included in the TRSAWL Index. These risks may be heightened during times of market volatility or other unusual market conditions.
15
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
Foreign (Non-U.S.) Investment Risk: Foreign (non-U.S.) securities present greater investment risks than investing in the securities of U.S. issuers and may experience more rapid and extreme changes in value than the securities of U.S. companies, due to less information about foreign (non -U.S.) companies in the form of reports and ratings than about U.S. issuers; different accounting, auditing and financial reporting requirements; smaller markets; nationalization; expropriation or confiscatory taxation; currency blockage; or political changes or diplomatic developments. Foreign (non-U.S.) securities may also be less liquid and more difficult to value than securities of U.S. issuers. To the extent that the Fund invests a significant portion of its assets in a specific geographic region, the Fund will generally have more exposure to regional economic risks associated with foreign investments. International trade barriers or economic sanctions against foreign countries, organizations, entities and/or individuals may adversely affect the Funds foreign holdings or exposures.
ETF Structure Risks: The Fund is structured as an ETF and as a result is subject to special risks. Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as Creation Units. Trading in shares on the Cboe BZX Exchange, Inc. (the Exchange) may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. An active trading market for the Funds shares may not be developed or maintained. If the Funds shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Funds shares. The market prices of shares will fluctuate in response to changes in NAV and supply and demand for shares and will include a bid-ask spread charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly, particularly during times of market stress, with the result that investors may pay significantly more or significantly less for Fund shares than the Funds NAV, which is reflected in the bid and ask price for Fund shares or in the closing price. If a shareholder purchases shares at a time when the market price is at a premium to the NAV or sells shares at a time when the market price is at a discount to NAV, the shareholder may sustain losses if the shares are sold at a price that is less than the price paid by the shareholder for the shares. When all or a portion of an ETFs underlying securities trade in a market that is closed when the market for the Funds shares is open, there may be changes from the last quote of the closed market and the quote from the Funds domestic trading day, which could lead to differences between the market value of the Funds shares and the Funds NAV. In stressed market conditions, the market for the Funds shares may become less liquid in response to the deteriorating liquidity of the Funds portfolio. This adverse effect on the liquidity of the Funds shares may, in turn, lead to differences between the market value of the Funds shares and the Funds NAV.
Fluctuation of Net Asset Value Risk: The NAV of the Funds shares will generally fluctuate with changes in the market value of the Funds holdings. The market prices of the Shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the shares on the Exchange. The Adviser cannot predict whether the shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for the Shares will be closely related to, but not identical to, the same forces influencing the prices of the Funds holdings trading individually or in the aggregate at any point in time.
Market Risk: Overall market risk may affect the value of individual instruments in which the Fund invests. The Fund is subject to the risk that the securities markets will move down, sometimes rapidly and unpredictably, based on overall economic conditions and other factors, which may negatively affect the Funds performance. Factors such as domestic and foreign (non-U.S.) economic growth and market conditions, real or perceived adverse economic or political conditions, 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 markets, volatility in the securities markets, adverse investor sentiment and political events affect the securities markets. U.S. and foreign stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. Securities markets also may experience long periods of decline in value. A change in financial condition or other event affecting a single issuer or market
16
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
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 Funds assets can decline as can the value of the Funds distributions. When the value of the Funds investments goes down, your investment in the Fund decreases in value and you could lose money.
Local, state, regional, national or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Fund and its investments and could result in decreases to the Funds net asset value. Political, geopolitical, natural and other events, including war, terrorism, trade disputes, government shutdowns, market closures, natural and environmental disasters, epidemics, pandemics and other public health crises and related events and governments 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 interconnections 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.
Information Technology Sector Risk - Information technology companies face intense competition and potentially rapid product obsolescence.
(7) | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The Statement of Assets and Liabilities represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $30,936,812 and differs from market value by net unrealized appreciation (depreciation) that consisted of:
Gross unrealized appreciation | $ | 4,209,068 | ||
Gross unrealized depreciation | (961,703 | ) | ||
Net unrealized appreciation | $ | 3,247,365 |
The tax character of fund distributions paid for the years ended October 31, 2024, and October 31, 2023:
Fiscal Year Ended | Fiscal Year Ended | |||||||
October 31, 2024 | October 31, 2023 | |||||||
Ordinary Income | $ | 643,230 | $ | 755,120 | ||||
Long-Term Capital Gain | - | - | ||||||
$ | 643,230 | $ | 755,120 |
17
Affinity World Leaders Equity ETF
NOTES TO FINANCIAL STATEMENTS (Continued)
October 31, 2024
As of October 31, 2024, the components of accumulated earnings 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) | ||||||||||||||||||||
$ | 111,960 | $ | 3,738,922 | $ | - | $ | - | $ | - | $ | 3,244,140 | $ | 7,095,022 |
The difference between book basis and tax basis undistributed net investment income, accumulated net realized losses and unrealized appreciation from investments is primarily attributable to the tax deferral of losses on tax adjustments for passive foreign investment companies and C-Corporation return of capital distributions.
The unrealized appreciation in the table above includes unrealized foreign currency losses of $3,225.
At October 31, 2024, the Fund utilized capital loss carry forwards for federal income tax purposes of $3,065,573.
Short-Term | Long-Term | Total | CLCF Utilized | |||||||||||
$ | - | $ | - | $ | - | $ | 3,065,573 |
Permanent book and tax differences, primarily attributable to the book/tax basis treatment of adjustments related to transfers in kind, resulted in reclassification for the year ended October 31, 2024, as follows:
Paid In | Accumulated | |||||
Capital | Deficit | |||||
$ | 158,308 | $ | (158,308 | ) |
(8) | SUBSEQUENT EVENTS |
Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. Management has determined that no events or transactions occurred requiring adjustment or disclosure in the financial statements.
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Two Roads Shared Trust and the Shareholders of Affinity World Leaders Equity ETF
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Affinity World Leaders Equity ETF (the Fund), one of the funds constituting the Two Roads Shared Trust (the Trust), including the schedule of investments, as of October 31 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period 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, 2024, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America. The financial highlights for each of the two years in the period ended October 31, 2021 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 Funds management. Our responsibility is to express an opinion on the Funds 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 Funds 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, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.
Costa Mesa, California
December 23, 2024
We have served as the auditor of one or more Regent Park Funds, LLC investment companies since 2022.
19
Proxy Voting Policy
Information regarding how the Fund votes proxies relating to portfolio securities for the twelve month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-866-4848 or by referring to the Securities and Exchange Commissions (SEC) website at http://www.sec.gov.
Portfolio Holdings
Funds file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, within sixty days after the end of the period. Form N-PORT reports are available at the SECs website at http://www.sec.gov. The information on Form N-PORT is available without charge, upon request, by calling 1-866-866-4848.
Adviser |
Regents Park Funds, LLC |
19900 MacArthur Blvd., Suite 655 |
Newport Beach, CA 92612 |
Administrator |
Ultimus Fund Solutions, LLC |
225 Pictoria Drive, Suite 450 |
Cincinnati, OH 45245 |
This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Fund. Such an offering is made only by a prospectus, which contains information about the Funds investment objective, risks, fees and expenses. Investors are reminded to read the prospectus carefully before investing in the Fund.
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Included under Item 7
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Included under Item 7
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
None
Item 16. Controls and Procedures
(a) The registrants Principal Executive Officer and Principal Financial Officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act) are effective in design and operation as of a date within 90 days of this report on Form N-CSR, based on their evaluation of these disclosure controls and procedures as required by Rule 30a-3(b) under the Act.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) | Not applicable. |
(b) | Not applicable. |
Item 19. Exhibits.
(a)(1) Code of Ethics for Principal Executive and Senior Financial Officers.
(a)(2) Not applicable.
(a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto.
(a)(4) Not applicable.
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto.
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 | /s/ James Colantino | |
James Colantino | ||
Principal Executive Officer/President | ||
Date: 12/24/2024 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ James Colantino | |
James Colantino | ||
Principal Executive Officer/President | ||
Date: 12/24/2024 | ||
By | /s/ Laura Szalyga | |
Laura Szalyga | ||
Principal Financial Officer/Treasurer | ||
Date: 12/24/2024 |