0000910472-13-001058 Sample Contracts

UNDERWRITING AGREEMENT Between TWO ROADS SHARED TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • March 14th, 2013 • Two Roads Shared Trust • Nebraska

THIS UNDERWRITING AGREEMENT effective the 10th day of November 2012 by and between TWO ROADS SHARED TRUST, a Delaware statutory trust, having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“NLD”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • March 14th, 2013 • Two Roads Shared Trust • Delaware

THIS AGREEMENT is made and entered into as of the 29th day of August, 2012, by and between ALTERNATIVE ROAD INVESTMENT ADVISERS, LLC (the “Adviser”), a Delaware limited liability company registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and HIGHLAND CAPITAL MANAGEMENT, L.P. (the “Sub-Adviser”), a limited partnership organized under the laws of Delaware and also registered under the Advisers Act, with respect to ALTERNATIVE AVENUE FUND (the “Fund”), a series of the TWO ROADS SHARED TRUST, a Delaware statutory trust (the “Trust”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 14th, 2013 • Two Roads Shared Trust • California

AGREEMENT made as of this 8th day of February, 2013 by and between Two Roads Shared Trust, a Delaware statutory trust (the “Trust”) on behalf of its series Anfield Universal Fixed Income Fund, and Belvedere Asset Management, LLC (the “Adviser”).

TWO ROADS SHARED TRUST INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 14th, 2013 • Two Roads Shared Trust • California

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective as of February 8, 2013, is by and among Anfield Capital Management, LLC (the “Sub-Adviser”), Two Roads Shared Trust (the “Trust”), on behalf of the Anfield Universal Fixed Income Fund, a series of the Trust (the “Fund”), and Belvedere Asset Management, LLC (the “Adviser”).

AMENDED AGREEMENT AND DECLARATION OF TRUST of
Amended Agreement and Declaration of Trust • March 14th, 2013 • Two Roads Shared Trust • Delaware
TWO ROADS SHARED TRUST OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT WITH RESPECT TO THE ANFIELD UNIVERSAL FIXED INCOME FUND BELVEDERE ASSET MANAGEMENT, LLC AND ANFIELD CAPITAL MANAGEMENT, LLC
And Security Agreement • March 14th, 2013 • Two Roads Shared Trust • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 8th day of February, 2013, by and between TWO ROADS SHARED TRUST, a Delaware statutory trust (the “Trust”), on behalf of the Anfield Universal Fixed Income Fund (the “Fund”), a series of the Trust, the Adviser to the Fund, Belvedere Asset Management, LLC (“Belvedere”) and Anfield Capital Management, LLC (“Anfield,” and together with Belvedere, the “Advisers”).

TWO ROADS SHARED TRUST OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT WITH RESPECT TO THE CHARIOTEER MORTGAGE INCOME FUND BELVEDERE ASSET MANAGEMENT, LLC AND AURIGA CAPITAL MANAGEMENT, LLC
And Security Agreement • March 14th, 2013 • Two Roads Shared Trust • New York

THIS OPERATING EXPENSES LIMITATION AND SECURITY AGREEMENT (the “Agreement”) is effective as of the 8th day of February, 2013, by and between TWO ROADS SHARED TRUST, a Delaware statutory trust (the “Trust”), on behalf of the Charioteer Mortgage Income Fund (the “Fund”) a series of the Trust, Belvedere Asset Management, LLC (“Belvedere”) and Auriga Capital Management, LLC (“Auriga”).

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