August 15, 2014
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attention: Deborah O’Neal-Johnson, Division of Investment Management
Re:
Two Roads Shared Trust (the “Registrant”)
(File No. 333-182417; 811-22718)
Dear Ms. O’Neal-Johnson:
Thank you for your telephonic comments regarding the Registrant’s registration statement on Form N-1A relating to the addition of the new fund of the Registrant, the Redwood Managed Volatility Portfolio (the “Portfolio”), filed with the Commission on June 6, 2014 (PEA No. 30). The Registrant has considered your comments and has authorized us to make the responses, changes and acknowledgements discussed below relating to the Registrant’s registration statement on its behalf.
Below, we describe the changes made to the registration statement in response to the Staff’s comments and provide any responses to or any supplemental explanations of such comments, as requested. These changes will be reflected in PEA No. 37 to the Registrant’s registration statement on Form N-1A, which will be filed via EDGAR on or about August 20, 2014.
Comments to the Prospectus
In addition, we are authorized by our client to acknowledge the following on the Registrant’s behalf:
·
The Registrant is responsible for the adequacy and accuracy of the disclosure in the filings;
·
The Staff’s comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and
·
The Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (949) 442-6037. Thank you.
Best regards,
/s/ Robert A. Robertson
Robert A. Robertson