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Two Roads Shared Trust – ‘N-Q/A’ for 7/31/14

On:  Tuesday, 9/30/14, at 4:04pm ET   ·   Effective:  9/30/14   ·   For:  7/31/14   ·   Accession #:  910472-14-4422   ·   File #:  811-22718

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/30/14  Two Roads Shared Trust            N-Q/A       7/31/14    1:66K                                    Gemini Fund Svcs, LLC.Redwood Managed Volatility Fund 3 Classes/Contracts

Amendment to Quarterly Schedule of Portfolio Holdings of a Management Investment Company   —   Form N-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-Q/A       Amendment to Quarterly Schedule of Portfolio        HTML     46K 
                          Holdings of a Management Investment                    
                          Company                                                


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  GemCom, LLC  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number

811-22718


Two Roads Shared Trust

(Exact name of registrant as specified in charter)


17605 Wright Street, Suite 2, Omaha, NE 68130

(Address of principal executive offices) (Zip code)


James Ash,Gemini Fund Services, LLC.

80 Arkay Drive, Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)


Registrant's telephone number, including area code:

402-895-1600


Date of fiscal year end:

10/31


Date of reporting period:   7/31/14


Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5).  The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.


A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Schedule of Investments.  




Redwood Managed Volatility Fund

PORTFOLIO OF INVESTMENTS

July 31, 2014 (Unaudited)

Shares

 

 

 

Value

 

 

 

 

 

 

 

MUTUAL FUNDS - 21.5 %

 

 

 

 

DEBT FUNDS - 21.5 %

 

 

4,953

 

Forward Select Income Fund

 

 $                 127,049

687,443

 

JP Morgan Short Duration Bond Fund

 

                 7,486,251

1,397,627

 

Loomis Sayles Senior Floating Rate and Fixed Income Fund

 

               14,786,893

849,377

 

Metropolitan West Low Duration Bond Fund

 

                 7,500,000

636,696

 

Nuveen High Yield Municipal Bond Fund

 

               10,677,388

 

 

TOTAL MUTUAL FUNDS (Cost - $40,335,391)

 

               40,577,581

 

 

 

 

 

 

 

SHORT-TERM INVESTMENT - 78.4 %

 

 

148,168,640

 

Goldman Sachs Financial Square Funds - Prime Obligation Fund, 0.00% +

              148,168,640

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost - $148,168,640)

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS - 99.9 % (Cost - $188,504,031) (a)

 

 $          188,746,221

 

 

OTHER ASSETS LESS LIABILITIES  - 0.1 %

 

                    296,430

 

 

TOTAL NET ASSETS - 100.0 %

 

 $          189,042,651

 

 

 

 

 

+ Variable rate security. Interest rate is as of July 31, 2014.

 

 

 

 

 

(a) Represents cost for financial reporting purposes.  Aggregate cost for federal tax purposes is $188,504,031 and differs from market value by net unrealized appreciation (depreciation) of securities as follows:

 

 

 

Unrealized appreciation:  

 $                 343,229

 

 

 

Unrealized depreciation:  

                   (101,039)

 

 

Net unrealized appreciation:  

 $                 242,190

 

 

 

 

 

 

 

 

 

 Unrealized  

 

 

SCHEDULE OF SWAPS

 

 Loss

 

 

LONG EQUITY SWAP CONTRACTS - (0.1) % ^

 

 

 

 

Total return swap with Barclays Bank.  The swap provides exposure to the total returns on a basket of mutual funds that is calculated on a daily basis. Under the terms of the swap, the adviser has the ability to periodically adjust the notional level of the swap. The swap was effective on July 3, 2014 and has a term of three years therefrom unless earlier terminated.  In addition, the swap provides for a fee to Barclays Bank, in the amount of LIBOR + a spread. (Notional Amount $56,905,742)

 $                      (163,762)

 

 

TOTAL LONG EQUITY SWAP CONTRACTS

 

 $                      (163,762)

 

 

 

 

 

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

 

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”).  In the absence of a sale such securities shall be valued at the last bid price 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, are valued at amortized cost.





Redwood Managed Volatility Fund

PORTFOLIO OF INVESTMENTS

July 31, 2014 (Unaudited) (Continued)

A Fund may hold securities, such as private placements, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable.  These securities will be valued at their fair market value as determined using the “fair value” procedures approved by the Board.  The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Advisor and/or sub-Advisor.  The team may also enlist third party consultants such as an audit firm or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value.  The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

 

Fair Value Process –  This  team is composed of one or more representative from each of the (i) Trust, (ii) administrator, and (iii) Advisor.  The applicable investments are valued collectively via inputs from each of these groups.  For example, fair value determinations are required for the following securities:  (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source), (ii) securities for which, in the judgment of the Advisor or sub-Advisor, the prices or values available do not represent the fair value of the instrument.  Factors which may cause the Advisor or sub-Advisor to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to a Fund’s calculation of its net asset value.  Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses.  Restricted or illiquid securities, such as private placements or non-traded securities are valued via inputs from the Advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances).  If the Advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value team 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.

 

Valuation of Fund of Funds - The Funds may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”).  The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value to the methods established by the board of directors of the Underlying Funds.  

 

Openended investment companies are valued at their respective net asset values as reported by such investment companies. The shares of many closedend investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closedend investment company purchased by the Fund will not change.

 

The Fund utilizes various methods to measure the fair value of most 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, price for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.




 

 

 




Redwood Managed Volatility Fund

PORTFOLIO OF INVESTMENTS

July 31, 2014 (Unaudited) (Continued)

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 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.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following tables summarize the inputs used as of July 31, 2014 for the Fund's assets and liabilities measured at fair value:

 

 

 Assets

 Level 1

 Level 2

 Level 3

 Total

 

Mutual Fund

 $           40,577,581  

 $                       -  

 $                        -  

 $             40,577,581  

 

Short Term Investments

            148,168,640  

                          -  

                           -  

              148,168,640  

 

Total

 $          188,746,221  

 $                       -  

 $                        -  

 $           188,746,221  

 

Liabilities

 

 

 

 

 

Derivatives:

 

 

 

 

 

Swaps

 $                          -  

 $              163,762  

 $                        -  

 $                   163,762  

 

 

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

 

 

There were no transfers into or out of Level 1, Level 2, and Level 3 during the current period presented.

 

 

It is the Fund's policy to record transfers into or out of any level at the end of the reporting period.

 

Swap Agreements – The Fund is subject to equity price risk, interest rate risk, credit risk, currency risk, counterparty risk and/or commodity risk in the normal course of pursuing its investment objective.  The Fund may enter into various swap transactions for investment purposes or to manage interest rate, equity, foreign exchange (currency), or credit risk.   These would be two-party contracts entered into primarily to exchange the returns (or differentials in rates of returns) earned or realized on particular pre-determined investments or instruments.

 

The gross returns to be exchanged or “swapped” between parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index or market segment. Realized gains and losses from the decrease in notional value of the swap are recognized on trade date.

 

The Fund maintains a control account with the value of the collateral to not be less than 25% of an Equity Notional Amount (notional being value of swap +/- amount owed to Barclays for that month). As of July 31, 2014 the notional value of the swap was $56,905,742. The maximum risk of loss is the cash flows to be received from the counterparty until next valuation date (not the contract's remaining life), which is monthly.

 

Underlying Investments in Other Investment Companies - The Fund currently invests a portion of its assets in Goldman Sachs Financial Squarer Funds ("Goldman").  The Fund may redeem its investment from Goldman at any time if the Adviser determines that it is in the best interest of the Fund and its shareholders to do so.




 

 

 




Redwood Managed Volatility Fund

PORTFOLIO OF INVESTMENTS

July 31, 2014 (Unaudited) (Continued)

 

The performance of the Fund may be directly affected by the performance of Goldman.  The financial statements of Goldman, including the portfolio of investments, can be found at www.goldmansachs.com or the Security and Exchange Commissions website www.sec.gov and should be read in conjunction with the Fund's financial statements.  As of July 31, 2014, the percentage of the Fund's net assets invested in Goldman was 78.4%.




 

 

 




Item 2. Controls and Procedures.


(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the  Securities Exchange Act of 1934, as amended.


(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.


 Item 3.  Exhibits.  


Certifications required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) (and Item 3 of Form N-Q) are filed herewith.



SIGNATURES

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


Two Roads Shared Trust


By

/s/ Andrew Rogers

       Andrew Rogers, President

       

Date  

9/25/14


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/ Andrew Rogers

       Andrew Rogers, President

       

Date  

9/25/14


By

/s/ James Colantino

       James Colantino, Treasurer

        

Date

9/25/14






Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-Q/A’ Filing    Date    Other Filings
Filed on / Effective on:9/30/14
For Period End:7/31/14N-Q
7/3/14
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