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- 23312

 

 

Impact Shares Trust I

(Exact name of registrant as specified in charter)

 

 

2189 Broken Bend

Frisco, Texas 75034

(Address of principal executive offices)

 

 

Ethan Powell

2189 Broken Bend

Frisco, Texas 75034

(Name and address of agent for service)

 

 

COPY TO:

Brian McCabe

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 1-469-442-8424

Date of fiscal year end: June 30, 2020

Date of reporting period: June 30, 2020

 

 

 

 

 

 


Item 1.

Reports to Stockholders.

A copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR § 270.30e-1), is attached hereto.


 

LOGO

 

 

 

IMPACT SHARES TRUST I

Impact Shares YWCA Women’s Empowerment ETF

Impact Shares NAACP Minority Empowerment ETF

Impact Shares Sustainable Development Goals Global Equity ETF

 

 

 

Annual Report

June 30, 2020

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your financial intermediary electronically by going to www.impactetfs.org.

You may elect to receive all future reports in paper free of charge. You can inform your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary. Your election to receive reports in paper will apply to all funds held with Impact Shares, Corp.


 

 

Impact Shares Trust I

Table of Contents

 

 

 

 

 

Letter to Shareholders

    1  

Management Discussion of Fund Performance

    3  

Schedules of Investments

    9  

Statements of Assets and Liabilities

    17  

Statements of Operations

    18  

Statements of Changes in Net Assets

    19  

Financial Highlights

    22  

Notes to Financial Statements

    23  

Report of Independent Registered Public Accounting Firm

    35  

Board of Trustees and Officers of the Trust

    36  

Disclosure of Fund Expenses

    38  

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

    39  

Notice to Shareholders

    42  

Supplemental Information

    43  

 

 

Each Fund files its complete schedule of Fund holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year or as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT is available on the Commission’s website at http://www.sec.gov.

A description of the policies and procedures that Impact Shares, Corp. uses to determine how to vote proxies relating to Fund securities, as well as information relating to how a Fund voted proxies relating to Fund securities during the most recent 12-month period ended June 30, is available (i) without charge, upon request, by calling 1-844-448-3383; and (ii) on the Commission’s website at http://www.sec.gov.


 

 

Impact Shares Trust I

Letter to Shareholders

June 30, 2020 (Unaudited)

 

 

 

 

Dear Impact Shares Funds Shareholder:

At Impact Shares we invest in change. We help social advocacy organizations, our Impact Partners, translate their social values into an index which our funds seek to track, each fund is an investable product that is traded on the NYSE ARCA. Investing in our ETFs means committing to an index that reflects a set of criteria, defined by our Impact Partners, to promote ongoing engagement with the private sector improving corporate behavior relative to our Impact Partners’ goals and expectations.

The indices which our ETFs seek to track are designed to exhibit risk and return characteristics similar to a broad equity market, while identifying specific large and mid- capitalization companies that display business practices and attributes reflective of social issues important to the respective Impact Partner. Generally, only the top scoring companies relative to the underlying index’s social criteria make it into the portfolio of approximately two hundred stocks. The Impact Partners work to educate and engage companies, investors and the general public on the effect and importance of the social metrics at issue. Thus, we strive to create improved social outcomes through our collaborations with these leading advocacy organizations. The rules-based strategies are intended to give corporations a road map to follow in order to be recognized as leaders in each respective cause and, at the same time, investors can feel confident that their capital will strive to allow a fund’s Impact Partner to actively advance its respective social issues.

By bringing together social advocacy organizations and the private sector, the funds intend to provide a vehicle for the Impact Partners to amplify and advance their respective missions in the private sector and help to advance society’s goals relative to specific social issues, using these social criteria as a common language.

Thank you for using your capital to make a difference and for choosing Impact Shares. We appreciate your support and are always here to answer your questions.

This letter contains the manager’s opinion. It should not be regarded as investment advice or recommendation of specific securities. Past performance is no guarantee of future results.

There are risks involved with investing, including possible loss of principal. There is no guarantee the Funds will achieve their objectives.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares when redeemed may be worth more or less than their original cost, and current performance may be lower or higher than the performance data quoted. For performance data current to the most recent month-end, please go to our website at www.impactetfs.org.

To determine if the Funds are appropriate investments for you, carefully consider the funds’ investment objectives, risk, and charges and expenses. This and other information can be found in the funds’ prospectuses, and if available, the summary prospectuses, which can be obtained by visiting www.impactetfs.org. Please read the prospectus, and if available, the summary prospectus, carefully before investing.

 

1


 

 

Impact Shares Trust I

Definition of the Comparative Indices

June 30, 2020 (Unaudited)

 

 

 

 

The Morningstar Large Cap Blend consists of stocks in the top 70% of the capitalization of the U.S. equity market that are defined as large-cap. The blend style is assigned to portfolios where neither growth nor value characteristics predominate.

The Morningstar Minority Empowerment Index is designed to measure the performance of large and mid-capitalization companies that are “empowering to minorities,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap Index.

The Morningstar US Large-Mid Cap® Index measures the performance of the U.S. equity market targeting the top 90% of stocks by market capitalization. One cannot invest directly in an index.

The Lipper Large-Cap Core Universe consists of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.

The Morningstar Women’s Empowerment Index is designed to measure the performance of U.S. large and mid- capitalization companies that are “empowering to women,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap Index.

The Morningstar Societal Development Index is designed to measure the performance of large and mid-capitalization companies globally that (i) display a commitment to the UN’s Sustainable Development Goals, (ii) adhere to the principles of the UN Global Compact, (iii) display a commitment to reducing poverty and supporting economic development globally and (iv) have exposure to countries with low levels of socioeconomic development.

The Morningstar® Global Markets Large-Mid Index is a free-float market-cap weighted index composed of the equity securities of publicly-traded companies encompassing the top 97% of stocks by market capitalization across 46 countries including both developed and emerging markets.

The Lipper Global Large-Cap Core Universe consists of funds that, by portfolio practice, invest at least 75% of their equity assets in companies both inside and outside of the U.S. with market capitalizations (on a three-year weighted basis) greater than 400% of the 75th market capitalization percentile of the S&P/Citigroup World Broad Market Index. Large-cap core funds typically have an average price-to-cash flow ratio, price-to-book ratio, and three-year sales-per-share growth value compared to the S&P/Citigroup World BMI.

 

2


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

WOMN

The Impact Shares YWCA Women’s Empowerment ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, track the performance of the Morningstar® Women’s Empowerment Index that is designed to measure the performance of U.S. large and mid-capitalization companies that are “empowering to women,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap® Index. The Fund’s benchmark is the Morningstar Women’s Empowerment Index (the “Index”). From June 30, 2019 through June 30, 2020 (the “Reporting Period”), the total return for the Fund was 11.92%, and the return for the Index was 8.71%. In comparison to the Fund’s performance, the Lipper Large-Cap Core Universe was 5.16%, the Morningstar US Large-Mid Cap® Index (the “Parent Index”) was 7.50% and the Morningstar Large Cap Blend was 3.74%.

The trailing twelve months ending 2020 was defined by the COVID-19 global pandemic and extreme rates of change, as central banks around the world moved rapidly to contain the fallout. We believe echoes of this pandemic will reverberate in our society, economies, and markets for years to come. The pandemic’s economic fallout disproportionately impacted women and communities of color, this along with stark public reminders of America’s racial divide provided an opportunity for the private sector to demonstrate their commitment to non-equity stakeholders. The Private sector including many of our holdings responded in various ways to demonstrate solidarity towards communities of color.

The Fund outperformed the broad Lipper Large-Cap Core Universe and Morningstar Large Cap Blend, with the removal of fossil fuel sectors and replacement with alternative energy being a top contributor. The Fund has a quality and large cap bias which positively contributed to performance over the Reporting Period. On an individual security level, the top positive contributors to the Fund’s performance during the Reporting Period were dominated by high growth technology companies Apple Inc., Microsoft Corp and Amazon. The top negative contributors to the Fund’s performance during the Reporting Period were Wells Fargo, Medtronic and media and theme park operator Walt Disney.

This letter contains the manager’s opinion. It should not be regarded as investment advice or recommendation of specific securities. Past performance is no guarantee of future results.

There are risks involved with investing, including possible loss of principal. There is no guarantee the Funds will achieve their objectives.

 

3


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

      AVERAGE TOTAL RETURN FOR THE YEAR  
ENDED JUNE 30, 2020
  ONE YEAR
RETURN
   ANNUALIZED
INCEPTION TO
DATE*
  Net Asset
Value
   Market
Price
   Net Asset
Value
   Market
Price
   

Impact Shares YWCA Women’s Empowerment ETF

  11.92%    11.78%    8.94%    8.84%    

Morningstar Women’s Empowerment Index

  8.71%    8.71%    6.78%    6.78%    

 

LOGO

* Fund commenced operations on August 24, 2018.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that shares, when redeemed or sold in the market, may be worth more or less than their original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

Current performance may be lower or higher than the performance data shown above.

There are no assurances that the Fund will meet its stated objectives.

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of comparative index in Management Discussion of Fund Performance on page 2.

 

4


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

NACP

The Impact Shares NAACP Minority Empowerment ETF (the “Fund”) seeks to provide investment results that, before fees and expenses, track the performance of the Morningstar Minority Empowerment Index that is designed to measure the performance of large and mid-capitalization companies that are “empowering to communities of color,” and to exhibit risk and return characteristics similar to those of the Morningstar US Large-Mid Cap® Index. The Fund’s benchmark is the Morningstar Minority Empowerment Index (the “Index”). From June 30, 2019 through June 30, 2020 (the “Reporting Period”), the total return for the Fund was 10.71%, and the return for the Index was 5.27%. In comparison to the Fund’s performance, the Lipper Large-Cap Core Universe was 5.16%, the Morningstar US Large-Mid Cap® Index (the “Parent Index”) was 7.50% and the Morningstar Large Cap Blend was 3.74%.

The trailing twelve months ending 2020 was defined by the COVID-19 global pandemic and extreme rates of change, as central banks around the world moved rapidly to contain the fallout. We believe echoes of this pandemic will reverberate in our society, economies, and markets for years to come. The pandemic’s economic fallout disproportionately impacted women and communities of color, this along with stark public reminders of America’s racial divide provided an opportunity for the private sector to demonstrate their commitment to non-equity stakeholders. The Private sector including many of our holdings responded in various ways to demonstrate solidarity towards communities of color.

The Fund outperformed the broad Lipper Large-Cap Core Universe and the Morningstar Large Cap Blend, with the removal of fossil fuel sectors and replacement with alternative energy being a top contributor. The Fund has a quality and large cap bias which positively contributed to performance over the Reporting Period. On an individual security level, the top positive contributors to the Fund’s performance during the Reporting Period were dominated by high growth technology companies Apple Inc., Microsoft Corp and Amazon. The top negative contributors to the Fund’s performance during the Reporting Period were large banks Wells Fargo and JP Morgan along with media and theme park operator Walt Disney.

This letter contains the manager’s opinion. It should not be regarded as investment advice or recommendation of specific securities. Past performance is no guarantee of future results.

There are risks involved with investing, including possible loss of principal. There is no guarantee the Funds will achieve their objectives.

 

5


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

    AVERAGE TOTAL RETURN FOR THE YEAR
ENDED JUNE 30, 2020
  ONE YEAR
RETURN
  ANNUALIZED INCEPTION TO DATE*
  Net Asset Value   Market Price   Net Asset Value   Market Price

Impact Shares NAACP Minority Empowerment ETF

  10.71%   11.26%   9.26%   9.41%

Morningstar Minority Empowerment Index

  5.27%   5.27%   6.50%   6.50%

 

LOGO

* Fund commenced operations on July 18, 2018.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that shares, when redeemed or sold in the market, may be worth more or less than their original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

Current performance may be lower or higher than the performance data shown above.

There are no assurances that the Fund will meet its stated objectives.

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of comparative index in Management Discussion of Fund Performance on page 2.

 

6


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

SDGA

The Impact Shares Sustainable Development Goals Global Equity ETF (the “Fund”) seeks investment results that, before fees and expenses, track the performance of the Morningstar® Societal Development Index that is designed to measure the performance of large and mid-capitalization companies globally that (i) display a commitment to the UN’s Sustainable Development Goals, (ii) adhere to the principles of the UN Global Compact, (iii) display a commitment to reducing poverty and supporting economic development globally and (iv) have exposure to countries with low levels of socioeconomic development. The Fund’s benchmark is the Morningstar Societal Development Index (the “Index”). From June 30, 2019 through June 30, 2020 (the “Reporting Period”), the total return for the Fund was -1.75%, and the return for the Index was -6.23%. In comparison to the Fund’s performance, the Morningstar® Global Markets Large-Mid Index (the “Parent Index”) was 2.44%, and the Lipper Global Large-Cap Core Universe Classification was -6.30%.

The trailing twelve months ending 2020 was defined by the COVID-19 global pandemic and extreme rates of change, as central banks around the world moved rapidly to contain the fallout. We believe echoes of this pandemic will reverberate in our society, economies, and markets for years to come. The pandemic’s economic fallout disproportionately impacted emerging economies demonstrating the disparity between developed market health infrastructures. The Private sector including many of our holdings responded in various ways to demonstrate commitments to emerging economies including retrofitting manufacturing facilities to produce respiratory equipment and personal protective equipment.

The Fund outperformed the broad Lipper Global Large-Cap Core Universe, with security selection in the Consumer Cyclical and Consumer Defensive sectors being a top contributors. The Fund has a quality and large cap bias which positively contributed to performance over the Reporting Period. On an individual security level, the top positive contributors to the Fund’s performance during the Reporting Period were Roche, Newmont Corp and Microsoft. The top negative contributors to the Fund’s performance during the Reporting Period were large banks Wells Fargo and JP Morgan along with media and theme park operator Walt Disney.

This letter contains the manager’s opinion. It should not be regarded as investment advice or recommendation of specific securities. Past performance is no guarantee of future results.

There are risks involved with investing, including possible loss of principal. There is no guarantee the Funds will achieve their objectives.

 

7


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2020 (Unaudited)

 

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

    AVERAGE TOTAL RETURN FOR THE YEAR
ENDED JUNE 30, 2020
  ONE YEAR
RETURN
  ANNUALIZED INCEPTION TO DATE*
  Net Asset Value   Market Price   Net Asset Value   Market Price

Impact Shares Sustainable Development Goals Global Equity ETF

  -1.75%   -2.47%   1.59%   1.44%

Morningstar Societal Development Index

  -6.23%   -6.23%   -1.09%   -1.09%

 

LOGO

* Fund commenced operations on September 20, 2018.

The performance data quoted herein represents past performance and the return and value of an investment in the Fund will fluctuate so that shares, when redeemed or sold in the market, may be worth more or less than their original cost. Past performance is no guarantee of future performance and should not be considered as a representation of the future results of the Fund. The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Index returns assume reinvestment of dividends and, unlike a Fund’s returns, do not reflect any fees or expenses. If such fees and expenses were included in the index returns, the performance would have been lower. Please note that one cannot invest directly in an unmanaged index.

Current performance may be lower or higher than the performance data shown above.

There are no assurances that the Fund will meet its stated objectives.

The Fund’s holdings and allocations are subject to change and should not be considered recommendations to buy individual securities.

Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See definition of comparative index in Management Discussion of Fund Performance on page 2.

 

8


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares     Fair Value  

COMMON STOCK — 96.2%

    

Communication Services— 10.6%

    

Alphabet, Cl A*

     108     $ 153,149  

Alphabet, Cl C*

     107       151,256  

AT&T

     4,209       127,238  

CenturyLink

     122       1,224  

Comcast, Cl A

     2,507       97,723  

Interpublic Group

     218       3,741  

T-Mobile US*

     35       3,645  

Verizon Communications

     2,425       133,690  

Walt Disney*

     1,041       116,082  
    

 

 

 
       787,748  
    

 

 

 

Consumer Discretionary— 10.8%

    

Amazon.com*

     141       388,994  

Autoliv*

     49       3,161  

Best Buy

     127       11,083  

Dunkin’ Brands Group*

     44       2,870  

eBay

     450       23,602  

Expedia Group*

     78       6,412  

Gap

     115       1,451  

General Motors*

     770       19,481  

Hasbro

     74       5,546  

Hilton Worldwide Holdings*

     163       11,973  

Kohl’s*

     97       2,015  

Lululemon Athletica*

     60       18,721  

Marriott International, Cl A*

     160       13,717  

McDonald’s

     406       74,895  

NIKE, Cl B

     705       69,125  

Nordstrom*

     60       929  

PVH*

     45       2,162  

Royal Caribbean Cruises*

     94       4,728  

Starbucks

     658       48,422  

Tapestry*

     154       2,045  

Target

     302       36,219  

Tiffany

     62       7,560  

TJX*

     669       33,825  

VF

     192       11,701  
    

 

 

 
       800,637  
    

 

 

 
Description    Shares     Fair Value  

Consumer Staples— 5.2%

    

Brown-Forman, Cl A

     2     $ 115  

Brown-Forman, Cl B

     7       446  

Campbell Soup

     97       4,814  

Church & Dwight

     138       10,667  

Clorox

     70       15,356  

Coca-Cola

     190       8,489  

Colgate-Palmolive

     475       34,799  

Conagra Brands

     293       10,305  

Estee Lauder, Cl A*

     122       23,019  

Hershey

     83       10,758  

JM Smucker

     65       6,878  

Kellogg

     137       9,050  

Kimberly-Clark

     190       26,857  

Kroger

     463       15,673  

Molson Coors Beverage, Cl B*

     9       309  

PepsiCo

     70       9,258  

Procter & Gamble

     1,425       170,387  

Tyson Foods, Cl A

     166       9,912  

Walgreens Boots Alliance

     383       16,235  
    

 

 

 
       383,327  
    

 

 

 

Energy— 0.3%

    

Chevron

     104       9,280  

ConocoPhillips

     58       2,437  

Exxon Mobil

     231       10,330  

Marathon Oil*

     39       239  
    

 

 

 
       22,286  
    

 

 

 

Financials— 8.8%

    

Aflac

     381       13,728  

Allstate

     181       17,555  

Ally Financial

     223       4,422  

American Express

     374       35,605  

American International Group

     501       15,621  

Ameriprise Financial

     73       10,953  

Bank of New York Mellon

     484       18,707  

BlackRock, Cl A

     67       36,454  

Capital One Financial

     269       16,837  

Citigroup

     1,229       62,802  

Comerica

     86       3,277  

Discover Financial Services

     185       9,266  

Fifth Third Bancorp

     425       8,194  

First Republic Bank

     91       9,645  

Hannon Armstrong Sustainable Infrastructure Capital

     1,608       45,764  

Hartford Financial Services Group

     210       8,096  

Huntington Bancshares

     622       5,620  

KeyCorp

     585       7,125  

M&T Bank

     75       7,798  

MetLife

     402       14,681  

Moody’s

     91       25,000  

Northern Trust

     121       9,600  

PNC Financial Services Group

     435       45,766  

Primerica

     24       2,798  

Principal Financial Group

     146       6,065  

Progressive

     318       25,475  

Prudential Financial

     229       13,946  

S&P Global

     131       43,162  

State Street

     353       22,433  

T Rowe Price Group

     128       15,808  

US Bancorp

     864       31,812  

Voya Financial

     77       3,592  

Wells Fargo

     2,265       57,984  
    

 

 

 
       655,591  
    

 

 

 

Health Care— 17.1%

    

AbbVie

     993       97,493  

Agilent Technologies

     170       15,023  

AmerisourceBergen, Cl A

     77       7,759  

Amgen

     344       81,136  
 

 

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

 

9


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Description    Shares      Fair Value  

Anthem

     140      $ 36,817  

Baxter International

     277        23,850  

Becton Dickinson

     151        36,130  

Biogen*

     104        27,825  

Bristol-Myers Squibb

     1,282        75,382  

Cardinal Health

     170        8,872  

Cigna

     202        37,906  

CVS Caremark

     762        49,507  

Edwards Lifesciences*

     357        24,672  

Eli Lilly

     454        74,538  

Gilead Sciences

     726        55,858  

Johnson & Johnson

     1,499        210,804  

McKesson

     96        14,729  

Medtronic PLC

     759        69,600  

Perrigo

     76        4,201  

Pfizer

     3,092        101,108  

Quest Diagnostics

     78        8,889  

Regeneron Pharmaceuticals*

     45        28,064  

ResMed

     81        15,552  

UnitedHealth Group

     538        158,683  
     

 

 

 
        1,264,398  
     

 

 

 

Industrials— 6.7%

     

3M

     288        44,925  

Alaska Air Group*

     74        2,683  

American Airlines Group*

     232        3,032  

Carrier Global

     41        911  

Caterpillar

     313        39,594  

CSX

     437        30,476  

Cummins

     91        15,767  

Delta Air Lines*

     328        9,201  

Eaton

     234        20,470  

Emerson Electric

     346        21,463  

FedEx

     93        13,040  

Flowserve

     74        2,110  

General Electric

     4,684        31,992  

Hexcel*

     48        2,171  

IHS Markit

     218        16,459  

Illinois Tool Works

     167        29,200  

Ingersoll Rand*

     122        3,431  

Johnson Controls International

     437        14,919  

ManpowerGroup

     30        2,062  

Nielsen Holdings PLC

     202        3,002  

Norfolk Southern

     144        25,282  

Otis Worldwide

     21        1,166  

Owens Corning

     63        3,513  

Pentair

     96        3,647  

Raytheon Technologies

     41        2,526  

Rockwell Automation

     65        13,845  

Southwest Airlines*

     268        9,160  

Trane Technologies

     139        12,368  

Union Pacific

     393        66,445  

Verisk Analytics, Cl A

     88        14,978  

Waste Management

     214        22,665  

WW Grainger

     25        7,854  

XPO Logistics*

     51        3,940  

Xylem

     92        5,976  
     

 

 

 
        500,273  
     

 

 

 

Information Technology— 30.3%

     

Accenture, Cl A

     363        77,943  

Adobe*

     266        115,792  

Apple

     1,248        455,270  

Autodesk*

     119        28,464  

Enphase Energy*

     2,974        141,473  

First Solar*

     2,562        126,819  

Hewlett Packard Enterprise

     659        6,412  

HP

     801        13,962  

International Business Machines

     299        36,110  

Intuit

     142        42,059  

Microsoft

     2,428        494,122  
Description    Shares      Fair Value  

NVIDIA

     336      $ 127,650  

PayPal Holdings*

     312        54,360  

salesforce.com*

     457        85,610  

SolarEdge Technologies*

     1,191        165,287  

Texas Instruments

     517        65,644  

Visa, Cl A

     954        184,284  

VMware, Cl A*

     44        6,814  

Workday, Cl A*

     83        15,551  

Xerox Holdings

     108        1,651  
     

 

 

 
        2,245,277  
     

 

 

 

Materials— 1.3%

     

Air Products & Chemicals

     125        30,183  

Eastman Chemical

     83        5,780  

Ecolab

     144        28,649  

International Flavors & Fragrances

     58        7,103  

International Paper

     233        8,204  

Mosaic

     199        2,489  

PPG Industries

     139        14,742  
     

 

 

 
        97,150  
     

 

 

 

Real Estate— 1.8%

     

AvalonBay Communities

     73        11,289  

CBRE Group, Cl A*

     190        8,592  

Equinix

     48        33,710  

Healthpeak Properties

     264        7,276  

Host Hotels & Resorts*

     435        4,694  

Iron Mountain

     170        4,437  

Jones Lang LaSalle*

     29        3,000  

Kimco Realty*

     253        3,248  

Prologis

     349        32,572  

Ventas

     157        5,749  

Welltower

     209        10,816  

Weyerhaeuser*

     426        9,568  
     

 

 

 
        134,951  
     

 

 

 

Utilities— 3.3%

     

American Water Works

     101        12,994  

Atlantica Sustainable Infrastructure

     2,425        70,568  

CenterPoint Energy

     290        5,414  

Consolidated Edison

     192        13,811  

Edison International

     197        10,699  

Eversource Energy

     15        1,249  

Exelon

     41        1,488  

NiSource

     195        4,434  

Sempra Energy

     150        17,585  

TerraForm Power, Cl A

     5,594        103,153  
     

 

 

 
        241,395  
     

 

 

 

Total Common Stock

     

(Cost $6,565,170)

        7,133,033  
     

 

 

 

RIGHT — 0.0%

 

T-Mobile US, Expires 07/30/2020 *

     35        6  
     

 

 

 

Total Right

     

(Cost $—)

        6  
     

 

 

 

SHORT-TERM INVESTMENT — 3.8%

 

Invesco Government & Agency, Cl Institutional, 0.090%(A)

     281,280        281,280  
     

 

 

 

Total Short-Term Investment

     

(Cost $281,280)

        281,280  
     

 

 

 

Total Investments - 100.0%

     

(Cost $6,846,450)

        $ 7,414,319  
     

 

 

 

Percentages are based on Net Assets of $7,414,377.

 

 

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

 

10


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2020

 

 

 

 

     More narrow industries are utilized for compliance purposes whereas broad sectors are utilized for reporting purposes.
*     Non-income producing security.
     Real Estate Investment Trust
(A)    Rate shown represents the 7-day effective yield as of June 30, 2020.

 

Cl — Class

PLC — Public Limited Company

As of June 30, 2020, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

For the year ended June 30, 2020, there were no transfers in or out of Level 3.

For more information on valuation inputs, see Note 2 in Notes to Financial Statements.

 

 

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

 

11


 

 

Impact Shares NAACP Minority Empowerment ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares     Fair Value  

COMMON STOCK — 95.4%

    

Communication Services— 12.6%

 

 

Alphabet, Cl A*

     109     $ 154,567  

Alphabet, Cl C*

     109       154,084  

AT&T

     2,975       89,934  

Comcast, Cl A

     1,785       69,579  

Facebook, Cl A*

     371       84,243  

Verizon Communications

     1,700       93,721  

Walt Disney*

     746       83,187  
    

 

 

 
       729,315  
    

 

 

 

Consumer Discretionary— 14.5%

    

Amazon.com*

     158       435,893  

Aptiv*

     55       4,285  

Autoliv*

     37       2,387  

Best Buy

     89       7,767  

Carnival*

     76       1,248  

eBay

     317       16,627  

Ford Motor*

     1,619       9,844  

Gap

     87       1,098  

General Motors*

     548       13,864  

Hanesbrands

     150       1,694  

Hasbro

     51       3,822  

Hilton Worldwide Holdings*

     117       8,594  

Home Depot

     422       105,715  

Marriott International, Cl A*

     116       9,945  

McDonald’s

     286       52,758  

Nordstrom*

     46       712  

Ross Stores*

     143       12,190  

Royal Caribbean Cruises*

     32       1,610  

Starbucks

     1,183       87,057  

Target

     218       26,145  

TJX*

     477       24,117  

Whirlpool

     22       2,850  

Yum! Brands

     119       10,342  
    

 

 

 
       840,564  
    

 

 

 

Consumer Staples— 5.0%

    

Archer-Daniels-Midland

     235       9,376  

Bunge

     28       1,152  

Campbell Soup

     69       3,424  

Church & Dwight

     98       7,576  

Clorox

     49       10,749  
Description    Shares     Fair Value  

Colgate-Palmolive

     335     $ 24,542  

Estee Lauder, Cl A*

     87       16,415  

General Mills

     246       15,166  

Hormel Foods

     110       5,310  

Kellogg

     97       6,408  

Kimberly-Clark

     131       18,517  

Kroger

     331       11,204  

McCormick

     50       8,970  

Procter & Gamble

     1,004       120,048  

Sysco

     206       11,260  

Tyson Foods, Cl A

     122       7,285  

Walgreens Boots Alliance

     315       13,353  
    

 

 

 
       290,755  
    

 

 

 

Energy— 0.2%

    

Kinder Morgan

     760       11,529  
    

 

 

 

Financials— 9.2%

    

Aflac

     298       10,737  

Allstate

     123       11,930  

Bank of America

     3,343       79,396  

Bank of New York Mellon

     357       13,798  

Citigroup

     875       44,712  

Discover Financial Services

     140       7,013  

Equitable Holdings

     88       1,697  

Goldman Sachs Group

     120       23,714  

Hannon Armstrong Sustainable Infrastructure Capital

     687       19,552  

Hartford Financial Services Group

     148       5,705  

Huntington Bancshares

     444       4,012  

JPMorgan Chase

     1,293       121,620  

KeyCorp

     413       5,030  

Moody’s

     61       16,759  

Morgan Stanley

     473       22,846  

Prudential Financial

     164       9,988  

S&P Global

     186       61,283  

State Street

     145       9,215  

US Bancorp

     622       22,902  

Wells Fargo

     1,658       42,445  
    

 

 

 
       534,354  
    

 

 

 

Health Care— 13.6%

    

Abbott Laboratories

     709       64,824  

AbbVie

     612       60,086  

Agilent Technologies

     119       10,516  

Baxter International

     192       16,531  

Becton Dickinson

     107       25,602  

Biogen*

     76       20,334  

Bristol-Myers Squibb

     912       53,626  

Cardinal Health

     114       5,949  

CVS Caremark

     541       35,149  

Eli Lilly

     323       53,030  

Gilead Sciences

     521       40,086  

Illumina*

     58       21,480  

Jazz Pharmaceuticals*

     12       1,324  

Johnson & Johnson

     1,053       148,083  

Merck

     1,047       80,965  

Mylan*

     96       1,544  

Perrigo

     30       1,658  

Pfizer

     2,179       71,253  

ResMed

     58       11,136  

Teleflex

     9       3,276  

Thermo Fisher Scientific

     160       57,975  
    

 

 

 
       784,427  
    

 

 

 

Industrials— 5.9%

    

3M

     224       34,942  

AECOM*

     61       2,292  

AGCO

     28       1,553  

Cintas

     31       8,257  

Cummins

     67       11,609  
 

 

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

 

12


 

 

Impact Shares NAACP Minority Empowerment ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Description    Shares     Fair Value  

Deere

     127     $ 19,958  

Delta Air Lines*

     235       6,592  

Eaton

     81       7,086  

Emerson Electric

     244       15,135  

FedEx

     90       12,620  

General Electric

     3,315       22,641  

Honeywell International

     284       41,064  

IHS Markit

     76       5,738  

Illinois Tool Works

     118       20,632  

Ingersoll Rand*

     42       1,181  

Johnson Controls International

     152       5,189  

ManpowerGroup

     22       1,513  

Masco

     111       5,573  

Nielsen Holdings PLC

     71       1,055  

Oshkosh

     57       4,082  

Owens Corning

     42       2,342  

Pentair

     33       1,254  

Rockwell Automation

     48       10,224  

Roper Technologies

     40       15,531  

Stanley Black & Decker

     60       8,363  

Trane Technologies

     48       4,271  

United Parcel Service, Cl B

     287       31,908  

Verisk Analytics, Cl A

     61       10,382  

Waste Management

     150       15,887  

WW Grainger

     18       5,655  

Xylem

     70       4,547  
    

 

 

 
       339,076  
    

 

 

 

Information Technology— 28.5%

    

Accenture, Cl A

     126       27,055  

Advanced Micro Devices*

     392       20,623  

Apple

     1,022       372,826  

Cisco Systems

     1,714       79,941  

Dell Technologies, Cl C*

     62       3,406  

DXC Technology*

     113       1,865  

Enphase Energy*

     1,271       60,461  

First Solar*

     1,124       55,638  

Hewlett Packard Enterprise

     546       5,313  

HP

     559       9,743  

Intel

     1,603       95,907  

International Business Machines

     348       42,028  

Mastercard, Cl A

     333       98,468  

Microsoft

     1,972       401,322  

Motorola Solutions

     63       8,828  

NortonLifeLock

     235       4,660  

Oracle

     861       47,587  

QUALCOMM

     451       41,136  

salesforce.com*

     324       60,695  

SolarEdge Technologies*

     509       70,639  

Texas Instruments

     50       6,349  

Visa, Cl A

     648       125,174  

Workday, Cl A*

     59       11,054  
    

 

 

 
       1,650,718  
    

 

 

 

Materials— 2.7%

    

Air Products & Chemicals

     89       21,490  

Amcor

     330       3,369  

Avery Dennison

     32       3,651  

Ball

     123       8,547  

DuPont de Nemours

     316       16,789  

Eastman Chemical

     59       4,109  

Ecolab

     100       19,895  

FMC

     51       5,081  

Freeport-McMoRan, Cl B*

     614       7,104  

International Flavors & Fragrances

     40       4,898  

International Paper

     166       5,845  

Mosaic

     143       1,789  

Newmont

     373       23,029  

PPG Industries

     98       10,394  
Description    Shares     Fair Value  

Sonoco Products

     431        $ 22,537  
    

 

 

 
       158,527  
    

 

 

 

Real Estate— 1.8%

    

AvalonBay Communities

     53       8,196  

CBRE Group, Cl A*

     136       6,150  

Equinix

     31       21,771  

Equity Residential

     138       8,117  

Healthpeak Properties

     183       5,043  

Iron Mountain

     119       3,106  

Jones Lang LaSalle*

     20       2,069  

Kilroy Realty

     40       2,348  

Prologis

     243       22,679  

SL Green Realty

     31       1,528  

Ventas

     148       5,420  

Welltower

     152       7,866  

Weyerhaeuser*

     297       6,671  
    

 

 

 
       100,964  
    

 

 

 

Utilities— 1.4%

    

American Water Works

     71       9,135  

Atlantica Sustainable Infrastructure

     1,036       30,148  

TerraForm Power, Cl A

     2,390       44,071  
    

 

 

 
       83,354  
    

 

 

 

Total Common Stock

    

(Cost $5,280,167)

       5,523,583  
    

 

 

 

SHORT-TERM INVESTMENT — 4.6%

 

Invesco Government & Agency, Cl Institutional, 0.090%(A)

     267,460       267,460  
    

 

 

 

Total Short-Term Investment (Cost $267,460)

       267,460  
    

 

 

 

Total Investments - 100.0%
(Cost $5,547,627)

       $ 5,791,043  
    

 

 

 

Percentages are based on Net Assets of $5,791,510.

 

 

More narrow industries are utilized for compliance purposes whereas broad sectors are utilized for reporting purposes.

* 

Non-income producing security.

 

Real Estate Investment Trust

(A)

Rate shown represents the 7-day effective yield as of June 30, 2020.

Cl — Class

PLC — Public Limited Company

As of June 30, 2020, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

For the year ended June 30, 2020, there were no transfers in or out of Level 3.

For more information on valuation inputs, see Note 2 in Notes to Financial Statements.

 

 

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

 

13


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares     Fair Value  

COMMON STOCK — 90.4%

 

Australia — 4.5%

 

 

AGL Energy

     726     $ 8,542  

Australia & New Zealand Banking Group

     1,468       18,884  

Brambles

     817       6,129  

Dexus

     548       3,479  

Fortescue Metals Group

     2,048       19,574  

GPT Group

     994       2,860  

Mirvac Group

     1,983       2,970  

National Australia Bank

     1,504       18,911  

OZ Minerals

     160       1,210  

Qantas Airways

     408       1,065  

South32

     2,768       3,897  

Stockland

     1,243       2,839  

Sydney Airport

     576       2,254  

Telstra

     2,060       4,450  

Vicinity Centres

     1,691       1,669  

Westpac Banking

     1,744       21,603  

Woodside Petroleum

     1,018       15,209  
    

 

 

 

Total Australia

       135,545  
    

 

 

 

Canada — 1.7%

 

 

B2Gold

     485       2,758  

Bank of Montreal

     283       15,063  

CAE*

     124       2,011  

Gildan Activewear*

     110       1,704  

Kinross Gold*

     621       4,483  

Newmont

     55       3,398  

Suncor Energy

     799       13,472  

Teck Resources, Cl B

     291       3,048  

Thomson Reuters

     85       5,775  
    

 

 

 

Total Canada

       51,712  
    

 

 

 

China — 0.8%

 

 

Baidu ADR*

     64       7,673  

BYD, Cl H

     246       1,900  

China Mobile

     2,091       14,110  

Lenovo Group

     2,840       1,572  

Towngas China

     437       197  
    

 

 

 

Total China

       25,452  
    

 

 

 
Description    Shares     Fair Value  

Denmark — 1.6%

 

 

Coloplast, Cl B

     51     $ 7,905  

GN Store Nord

     55       2,930  

ISS*

     63       997  

Novo Nordisk, Cl B

     400       25,897  

Vestas Wind Systems

     87       8,859  
    

 

 

 

Total Denmark

       46,588  
    

 

 

 

Finland — 0.3%

 

 

Neste

     238       9,308  
    

 

 

 

Total Finland

       9,308  
    

 

 

 

France — 3.0%

 

 

Air France-KLM*

     138       625  

ALD

     48       475  

AXA

     1,200       25,093  

Gecina

     31       3,831  

JCDecaux*

     47       874  

Kering

     45       24,483  

Legrand

     252       19,145  

Peugeot*

     377       6,133  

Societe Generale*

     623       10,359  
    

 

 

 

Total France

       91,018  
    

 

 

 

Germany — 2.0%

 

 

adidas*

     105       27,557  

Covestro

     105       3,993  

Henkel & KGaA

     59       4,915  

LANXESS

     52       2,744  

Muenchener Rueckversicherungs-Gesellschaft in Muenchen

     86       22,358  
    

 

 

 

Total Germany

       61,567  
    

 

 

 

Hong Kong — 0.2%

 

 

China Everbright International

     1,499       791  

COSCO SHIPPING Ports

     688       369  

New World Development

     555       2,635  

Swire Properties

     405       1,029  
    

 

 

 

Total Hong Kong

       4,824  
    

 

 

 

Israel — 0.0%

 

 

Teva Pharmaceutical Industries ADR*

     107       1,319  
    

 

 

 

Total Israel

       1,319  
    

 

 

 

Japan — 1.3%

 

 

Fast Retailing

     25       14,285  

Nikon

     152       1,270  

Takeda Pharmaceutical

     616       21,953  
    

 

 

 

Total Japan

       37,508  
    

 

 

 

Malaysia — 0.1%

 

 

IOI

     195       197  

Malayan Banking

     861       1,509  

Sime Darby

     502       252  

Sime Darby Plantation

     200       230  
    

 

 

 

Total Malaysia

       2,188  
    

 

 

 

Mexico — 0.2%

 

 

Cemex*

     6,177       1,741  

Grupo Financiero Banorte, Cl O

     949       3,284  

Infraestructura Energetica Nova

     194       558  
    

 

 

 

Total Mexico

       5,583  
    

 

 

 

Netherlands — 0.5%

 

 

ABN AMRO Bank

     252       2,170  

Akzo Nobel

     138       12,363  
    

 

 

 

Total Netherlands

       14,533  
    

 

 

 
 

 

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

 

14


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Description    Shares     Fair Value  

Norway — 0.2%

 

 

DNB

     346     $ 4,569  
    

 

 

 

Total Norway

       4,569  
    

 

 

 

Philippines — 0.0%

 

 

Ayala

     93       1,450  
    

 

 

 

Total Philippines

       1,450  
    

 

 

 

Singapore — 0.1%

 

 

City Developments

     313       1,891  

Olam International

     355       354  

Sembcorp Industries

     479       601  
    

 

 

 

Total Singapore

       2,846  
    

 

 

 

South Africa — 0.4%

 

 

Gold Fields

     319       2,982  

Investec

     448       896  

Sasol*

     251       1,912  

Standard Bank Group

     538       3,240  

Vodacom Group

     282       1,998  
    

 

 

 

Total South Africa

       11,028  
    

 

 

 

Spain — 1.0%

 

 

Atlantica Sustainable Infrastructure

     689       20,050  

Enagas

     132       3,226  

Repsol

     918       8,030  
    

 

 

 

Total Spain

       31,306  
    

 

 

 

Sweden — 1.2%

 

 

Assa Abloy, Cl B

     402       8,173  

Atlas Copco, Cl A

     258       10,926  

Atlas Copco, Cl B

     153       5,658  

BillerudKorsnas

     69       988  

SKF, Cl B

     171       3,177  

Telefonaktiebolaget LM Ericsson, Cl A

     24       239  

Telefonaktiebolaget LM Ericsson, Cl B

     724       6,694  
    

 

 

 

Total Sweden

       35,855  
    

 

 

 

Switzerland — 10.3%

 

 

Nestle

     1,420       156,980  

Roche Holding - BR

     16       5,489  

Roche Holding - GENUS

     395       136,892  

SGS

     4       9,774  
    

 

 

 

Total Switzerland

       309,135  
    

 

 

 

United Kingdom — 3.9%

 

 

Lloyds Banking Group

     50,178       19,383  

Ninety One*

     224       572  

RELX

     1,246       28,871  

Standard Chartered

     1,836       10,012  

Unilever

     980       52,023  

WPP

     838       6,550  
    

 

 

 

Total United Kingdom

       117,411  
    

 

 

 

United States — 57.1%

 

 

Communication Services— 3.7%

    

Walt Disney*

     999       111,398  
    

 

 

 

Consumer Discretionary— 5.7%

    

Ford Motor*

     2,341       14,233  

Gap

     124       1,565  

NIKE, Cl B

     727       71,282  

Starbucks

     1,143       84,113  
    

 

 

 
       171,193  
    

 

 

 

Consumer Staples— 6.0%

    

Colgate-Palmolive

     489       35,824  

Procter & Gamble

     1,211       144,800  
    

 

 

 
       180,624  
    

 

 

 
Description    Shares     Fair Value  

Energy— 1.0%

    

ConocoPhillips

     230     $ 9,665  

Exxon Mobil

     296       13,237  

Hess

     54       2,798  

Occidental Petroleum

     170       3,111  
    

 

 

 
       28,811  
    

 

 

 

Financials— 8.8%

    

Bank of America

     6,328       150,290  

Hannon Armstrong Sustainable Infrastructure Capital

     457       13,006  

JPMorgan Chase

     719       67,629  

Morgan Stanley

     689       33,279  
    

 

 

 
       264,204  
    

 

 

 

Health Care— 10.4%

    

AbbVie

     882       86,595  

Merck

     1,520       117,542  

Mylan*

     267       4,293  

Pfizer

     3,162       103,397  
    

 

 

 
       311,827  
    

 

 

 

Industrials— 3.0%

    

3M

     323       50,385  

Johnson Controls International

     447       15,261  

ManpowerGroup

     34       2,337  

Nielsen Holdings PLC

     203       3,017  

Rockwell Automation

     67       14,271  

Xylem

     102       6,626  
    

 

 

 
       91,897  
    

 

 

 

Information Technology— 15.1%

    

Enphase Energy*

     846       40,244  

First Solar*

     743       36,779  

HP

     815       14,205  

Microsoft

     1,554       316,255  

SolarEdge Technologies*

     338       46,908  
    

 

 

 
       454,391  
    

 

 

 

Materials— 2.4%

    

Avery Dennison

     50       5,705  

Newmont

     1,070       66,062  
    

 

 

 
       71,767  
    

 

 

 

Utilities— 1.0%

    

AES

     132       1,913  

TerraForm Power, Cl A

     1,573       29,006  
    

 

 

 
       30,919  
    

 

 

 

Total United States

       1,717,031  
    

 

 

 

Total Common Stock

    

(Cost $2,825,804)

       2,717,776  
    

 

 

 

PREFERRED STOCK — 0.3%

 

Germany — 0.3%

 

 

Henkel & KGaA (A)

     105       9,777  
    

 

 

 

Total Preferred Stock

    

(Cost $11,223)

       9,777  
    

 

 

 

RIGHT — 0.0%

 

Repsol, Expires 07/07/2020*

     918       447  
    

 

 

 

Total Right

    

(Cost $—)

       447  
    

 

 

 

SHORT-TERM INVESTMENT — 9.0%

 

Invesco Government & Agency, Cl Institutional, 0.090%(B)

     271,285       271,285  
    

 

 

 

Total Short-Term Investment

    

(Cost $271,285)

       271,285  
    

 

 

 

Total Investments - 99.7%

    

(Cost $3,108,312)

       $     2,999,285  
    

 

 

 
 

 

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

 

15


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2020

 

 

 

 

Percentages are based on Net Assets of $3,008,223.

 

    Real Estate Investment Trust
*    Non-income producing security.
(A)   There is currently no rate available.
(B)   Rate shown represents the 7-day effective yield as of June 30, 2020.

 

ADR — American Depositary Receipt

Cl — Class

PLC — Public Limited Company

As of June 30, 2020, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

For the year ended June 30, 2020, there were no transfers in or out of Level 3.

For more information on valuation inputs, see Note 2 in the Notes to Financial Statements.

 

 

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

 

16


 

 

Impact Shares Trust I

Statements of Assets and Liabilities

June 30, 2020

 

 

 

 

    Impact Shares
YWCA
Women’s
Empowerment
ETF
          Impact Shares
NAACP
Minority
Empowerment
ETF
          Impact Shares
Sustainable
Development
Goals Global
Equity ETF
        
Assets:                                     

Investments, at Cost

    $ 6,846,450           $ 5,547,627           $ 3,108,312       

Cost of Foreign Currency

    —           —           7,272       
 

 

 

     

 

 

     

 

 

    

Investments, at Fair Value

    $ 7,414,319           $ 5,791,043           $ 2,999,285       

Cash and Cash Equivalents

    190           595           3,211       

Foreign Currency, at Value

    —           —           7,692       

Receivable for Expense Reimbursement

    22,419           10,637           9,980       

Interest Receivable

    4,023           2,611           1,853       

Reclaims Receivable

    124           28           3,472       
 

 

 

     

 

 

     

 

 

    

Total Assets

    7,441,075           5,804,914           3,025,493       
 

 

 

     

 

 

     

 

 

    

Liabilities:

            

Payable for Trustees’ Fee

    22,419           10,637           6,944       

Advisory Fees Payable

    4,279           2,767           1,862       

Due to Custodian

    —           —           3,036       

Foreign Currency Payable, at value (Proceeds $ —,$ — and $5,366)

    —           —           5,428       
 

 

 

     

 

 

     

 

 

    

Total Liabilities

    26,698           13,404           17,270       
 

 

 

     

 

 

     

 

 

    

Net Assets

    $ 7,414,377           $ 5,791,510           $ 3,008,223       
 

 

 

     

 

 

     

 

 

    

Net Assets Consist of:

            

Paid-in Capital

    $ 6,571,750           $ 5,516,816           $ 3,133,592       

Total Distributable Earnings/(Loss)

    842,627           274,694           (125,369)      
 

 

 

     

 

 

     

 

 

    

Net Assets

    $ 7,414,377           $ 5,791,510           $ 3,008,223       
 

 

 

     

 

 

     

 

 

    

Outstanding Shares of Beneficial Interest (unlimited authorization — no par value)

    325,001           250,000           150,001       

Net Asset Value, Offering and Redemption Price Per Share

    $              22.81           $              23.17           $              20.05       
 

 

 

     

 

 

     

 

 

    

Amounts designated as “-“ are $0.

 

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

 

17


 

 

Impact Shares Trust I

Statements of Operations

June 30, 2020

 

 

 

 

    Impact Shares
YWCA
Women’s
Empowerment
ETF
    Impact Shares
NAACP
Minority
Empowerment
ETF
    Impact Shares
Sustainable
Development
Goals Global
Equity ETF
 
Investment Income:                  

Dividend Income

    $         127,904           $         59,472           $         49,957      

Less: Foreign Taxes Withheld

    —           —           (2,319)    
 

 

 

   

 

 

   

 

 

 

Total Investment Income

    127,904           59,472           47,638      
 

 

 

   

 

 

   

 

 

 

Expenses:

     

Advisory Fees

    46,784           22,143           14,472      

Trustee Fees

    22,419           10,637           6,944      

Custodian Fees

    —           —           3,036      
 

 

 

   

 

 

   

 

 

 

Total Expenses

    69,203           32,780           24,452      
 

 

 

   

 

 

   

 

 

 

Less:

     

Voluntary Expense Reimbursement

    (22,419)         (10,637)         (9,980)    
 

 

 

   

 

 

   

 

 

 

Net Expenses

    46,784           22,143           14,472      
 

 

 

   

 

 

   

 

 

 

Net Investment Income

    81,120           37,329           33,166      
 

 

 

   

 

 

   

 

 

 

Net Realized Gain (Loss) on:

     

Investments

    299,440           54,082           3,529      

Foreign Currency Transactions

    —           —           (35,572)    
 

 

 

   

 

 

   

 

 

 

Net Realized Gain (Loss) on Investments and Foreign Currency Transactions

    299,440           54,082           (32,043)    
 

 

 

   

 

 

   

 

 

 

Net Change in Unrealized Appreciation (Depreciation)

     

Investments

    381,339           162,392           (123,414)    

Foreign Currency Translation

    —           —           461      
 

 

 

   

 

 

   

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translation

    381,339           162,392           (122,953)    
 

 

 

   

 

 

   

 

 

 

Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions

    680,779           216,474           (154,996)    
 

 

 

   

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

    $ 761,899           $   253,803           $ (121,830)    
 

 

 

   

 

 

   

 

 

 

Amounts designated as “-“ are $0.

 

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

 

18


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

 

 

 

 

     Impact Shares YWCA Women’s
Empowerment ETF
 
     Year ended
June 30, 2020
    Period Ended
June 30, 2019(1)
 

Operations:

    

Net Investment Income

   $ 81,120     $ 36,815  

Net Realized Gain (Loss) on Investments

     299,440       (23,918

Net Change in Unrealized Appreciation on Investments

     381,339       186,530  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     761,899       199,427  
  

 

 

   

 

 

 

Distributions

     (79,706     (38,993
  

 

 

   

 

 

 

Capital Share Transactions:

    

Issued

     2,606,001       3,965,749  
  

 

 

   

 

 

 

Increase in Net Assets from Capital Share Transactions

     2,606,001       3,965,749  
  

 

 

   

 

 

 

Total Increase in Net Assets

     3,288,194       4,126,183  
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year/Period

     4,126,183        
  

 

 

   

 

 

 

End of Year/Period

   $         7,414,377     $         4,126,183  
  

 

 

   

 

 

 

Share Transactions:

    

Issued

     125,000       200,001  
  

 

 

   

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     125,000       200,001  
  

 

 

   

 

 

 

Amounts designated as “-“ are $0.

(1) The Fund commenced operations on August 24, 2018.

 

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

 

19


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

 

 

 

 

     Impact Shares NAACP Minority
Empowerment ETF
 
     Year ended
June 30, 2020
    Period Ended
 June 30, 2019(1) 
 

Operations:

    

Net Investment Income

   $ 37,329     $ 29,212  

Net Realized Gain on Investments

     54,082       33,358  

Net Change in Unrealized Appreciation on Investments

     162,392       81,024  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     253,803       143,594  
  

 

 

   

 

 

 

Distributions

     (36,817     (29,967
  

 

 

   

 

 

 

Return of Capital

           (37
  

 

 

   

 

 

 

Capital Share Transactions:

    

Issued

     3,459,243       3,113,767  

Redeemed

     (106,253     (1,005,823
  

 

 

   

 

 

 

Increase in Net Assets from Capital Share Transactions

     3,352,990       2,107,944  
  

 

 

   

 

 

 

Total Increase in Net Assets

     3,569,976       2,221,534  
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year/Period

     2,221,534        
  

 

 

   

 

 

 

End of Year/Period

   $     5,791,510     $     2,221,534  
  

 

 

   

 

 

 

Share Transactions:

    

Issued

     150,000       155,000  

Redeemed

     (5,000     (50,000
  

 

 

   

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     145,000       105,000  
  

 

 

   

 

 

 

Amounts designated as “-“ are $0.

(1) The Fund commenced operations on July 18, 2018.

 

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

 

20


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

 

 

 

 

     Impact Shares Sustainable
Development Goals Global Equity
ETF
 
     Year ended
June 30, 2020
    Period Ended
June 30, 2019(1)
 

Operations:

    

Net Investment Income

   $ 33,166     $ 28,019  

Net Realized Gain (Loss) on Investments and Foreign Currency Transactions

     (32,043     33,316  

Net Change in Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Translation

     (122,953     14,423  
  

 

 

   

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (121,830     75,758  
  

 

 

   

 

 

 

Distributions

     (9,427     (26,447
  

 

 

   

 

 

 

Capital Share Transactions:

    

Issued

     2,112,289       2,000,020  

Redeemed

           (1,022,140
  

 

 

   

 

 

 

Increase in Net Assets from Capital Share Transactions

     2,112,289       977,880  
  

 

 

   

 

 

 

Total Increase in Net Assets

     1,981,032       1,027,191  
  

 

 

   

 

 

 

Net Assets:

    

Beginning of Year/Period

     1,027,191        
  

 

 

   

 

 

 

End of Year/Period

   $     3,008,223     $     1,027,191  
  

 

 

   

 

 

 

Share Transactions:

    

Issued

     100,000       100,001  

Redeemed

           (50,000
  

 

 

   

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     100,000       50,001  
  

 

 

   

 

 

 

Amounts designated as “-“ are $0.

(1) The Fund commenced operations on September 20, 2018.

 

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

 

21


 

 

Impact Shares Trust I

Financial Highlights

 

 

 

 

 

Selected Per Share Data & Ratios

For the year or period ended June 30,

For a Share Outstanding Throughout the Period

 

    Net Asset
Value,
Beginning of
Period ($)
    Net
Investment
Income ($)*
    Net Realized
and
Unrealized
Gain (Loss) on
Investments ($)
    Total from
Operations ($)
    Distributions
from Net
Investment
Income ($)
    Distributions
from Net
Realized
Capital
Gains ($)
  Return of
Capital ($)
    Total
Distributions ($)
    Net Asset
Value,
End of
Period ($)
    Market
Price,
End of
Period ($)
  Total
Return (%)(1)
    Net
Assets
End of
Period ($)
(000)
    Ratio of
Expenses to
Average Net
Assets (%)
    Ratio of Net
Investment
Income to
Average Net
Assets (%)
    Portfolio
Turnover
(%)(2)
 
Impact Shares YWCA Women’s Empowerment ETF  
2020     20.63       0.28       2.16       2.44       (0.26             (0.26     22.81     22.77     11.92       7,414       0.75 (10)      1.30       47  
2019(3)     20.00       0.27       0.63       0.90       (0.25   (0.02)     —^       (0.27     20.63     20.62     4.71       4,126       0.76 (4)(5)      1.60 (4)      7  

Impact Shares NAACP Minority Empowerment ETF

   
2020     21.16       0.28       1.97       2.25       (0.24             (0.24     23.17     23.23     10.71       5,792       0.75 (10)      1.27       25  
2019(6)     20.00       0.28       1.17       1.45       (0.28   (0.01)           (0.29     21.16     21.11     7.37       2,222       0.75 (4)(7)      1.46 (4)      19  

Impact Shares Sustainable Development Goals Global Equity ETF

   
2020     20.54       0.35       (0.70     (0.35     (0.14             (0.14     20.05     20.00     (1.75     3,008       0.75 (11)      1.72       41  
2019(8)     20.00       0.32       0.60       0.92       (0.38             (0.38     20.54     20.66     4.67       1,027       0.75 (4)(9)      2.08 (4)      25  

Amounts designated as “-“ are $0.

 

*    Per share data calculated using average shares method.
^    Amount is less than $0.005.
(1)    Total return is based on the change in net asset value of a share during the year or period and assumes reinvestment of dividends and distributions at net asset value. Total return is for the period indicated and periods of less than one year have not been annualized. The return shown does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(2)    Portfolio turnover rate is for the period indicated and has not been annualized. Excludes effect of in-kind transfers.
(3)    Commenced operations on August 24, 2018.
(4)    Annualized.
(5)    The ratio of Expenses to Average Net Assets includes the voluntary expense reimbursements (See Note 3). If these reimbursements were excluded, the ratio would have been 2.24% for the period ended June 30, 2019.
(6)    Commenced operations on July 18, 2018.
(7)    The ratio of Expenses to Average Net Assets includes the voluntary expense reimbursements (See Note 3). If these reimbursements were excluded, the ratio would have been 1.66% for the period ended June 30, 2019.
(8)    Commenced operations on September 20, 2018.
(9)    The ratio of Expenses to Average Net Assets includes the voluntary expense reimbursements (See Note 3). If these reimbursements were excluded, the ratio would have been 1.38% for the period ended June 30, 2019.
(10)    The ratio of Expenses to Average Net Assets includes the voluntary expense reimbursements (See Note 3). If these reimbursements were excluded, the ratio would have been 1.11% for the year ended June 30, 2020.
(11)    The ratio of Expenses to Average Net Assets includes the voluntary expense reimbursements (See Note 3). If these reimbursements were excluded, the ratio would have been 1.27% for the year ended June 30, 2020.

 

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

 

22


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

1. ORGANIZATION

Impact Shares Trust I (the “Trust”), is an open-end management investment company organized as a Delaware statutory trust pursuant to a Declaration of Trust dated May 19, 2016. The Trust is registered with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company with three separate exchange-traded funds or series. The financial statements herein and the related notes are those of Impact Shares YWCA Women’s Empowerment ETF (the “Women’s ETF”), Impact Shares NAACP Minority Empowerment ETF (the “Minority ETF”) and Impact Shares Sustainable Development Goals Global Equity ETF (the “Sustainable Development ETF”) (each a “Fund” and collectively, the “Funds”). The Funds seek to provide investment results that, before fees and expenses, track the total return performance of the Morningstar® Women’s Empowerment Index, the Morningstar® Minority Empowerment Index and the Morningstar® Societal Development Index (the “Underlying Indices” or “Index”), respectively. The Funds are classified as “non-diversified” funds under the 1940 Act. Impact Shares, Corp. (the “Adviser”) serves as the investment adviser for the Funds and is subject to the supervision of the Board of Trustees (the “Board”). The Adviser is responsible for managing the investment activities of the Funds, the Funds’ business affairs and other administrative matters. The Adviser is a nonprofit corporation organized under the laws of Texas and is tax exempt under Section 501(c)(3) of the Internal Revenue Code.

The Women’s ETF commenced operations on August 24, 2018.

The NAACP Minority ETF commenced operations on July 18, 2018.

The Sustainable Development ETF commenced operations on September 20, 2018.

Shares of the Funds (“Shares”) are listed and traded on NYSE Arca, Inc. Market prices for the Shares may be different from their net asset value (“NAV”). The Funds will issue and redeem Shares on a continuous basis at NAV only in large blocks of Shares, each of which comprises 50,000 Shares, called “Creation Units”. Creation Units will be issued and redeemed principally in-kind for securities included in the Funds’ Underlying Indices. Once created, Shares will trade in a secondary market at market prices that change throughout the day in amounts less than a Creation Unit.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed by the Funds:

Use of Estimates — The Funds are registered investment companies under Accounting Standard Codification in Topic 946 by the U.S. Financial Accounting Standards Board. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 increases and decreases in net assets from operations during the reporting period. Actual results could materially differ from those estimates.

Security Valuation — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market (the “NASDAQ”)), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded (or at approximately 4:00 pm Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale, at the most recent quoted bid. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. The prices for foreign securities are reported in local currency and converted to U.S. dollars using spot currency exchange rates. If available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the fair value for such securities. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, if the Funds’ Fair Value Committee concludes it approximates fair value after taking into account factors such as credit, liquidity and interest rate conditions as well as issuer specific factors. Foreign securities listed on foreign exchanges are valued based on quotations from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. Foreign securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the fair value of these investments may change on days when you cannot buy or redeem shares of

 

23


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

the Fund. Prices for most securities held in the Funds are provided daily by recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker. Securities for which market prices are not “readily available” are valued in accordance with fair value procedures established and implemented by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for an extended period of time; the security’s primary pricing source is not able or willing to provide a price; or trading of the security is subject to local government-imposed restrictions. In addition, the Funds may fair value their securities if an event that may materially affect the value of the Funds’ securities that traded outside of the United States (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Funds calculate their net asset value. A Significant Event may relate to a single issuer or to an entire market sector. Events that may be Significant Events include: government actions, natural disasters, armed conflict, acts of terrorism and significant market fluctuations. If the Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Funds calculate their net asset value, it may request that a Committee meeting be called. When a security is valued in accordance with the fair value procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee .In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Funds disclose fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

   

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Funds have the ability to access at the measurement date;

 

   

Level 2 – Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

 

   

Level 3 – Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The valuation techniques used by the Funds to measure fair value during the year ended June 30, 2020 maximized the use of observable inputs and minimized the use of unobservable inputs.

For the year ended June 30, 2020, there have been no significant changes to the Funds’ fair valuation methodologies.

Federal Income Taxes — It is the Funds’ intention to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986 (the “Code”), as amended. Accordingly, no provisions for federal income taxes have been made in the financial statements.

The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current period. The Funds did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last 3 year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof. As of and during the year ended June 30, 2020, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. For the year ended June 30, 2020, the Funds did not recognize any interest or penalties.

Security Transactions and Investment Income — Security transactions are accounted for on trade date. Costs used in determining realized gains and losses on the sale of investment securities are based on specific identification. Dividend

 

24


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

income is recorded on the ex-dividend date. Interest income is recognized on the accrual basis. Withholding taxes and reclaims on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Dividends and Distributions to Shareholders — The Funds intend to declare and pay dividends of net investment income quarterly and to pay any capital gain distributions on an annual basis. All distributions are recorded on ex-dividend date.

Cash and Cash Equivalents — Idle cash may be swept into various time deposits and is classified as cash and cash equivalents on the Statement of Assets and Liabilities. The Funds maintain cash in bank deposit accounts which, at times, may exceed United States federally insured limits. Amounts swept overnight are available on the next business day.

Cash Overdraft Charges — Per the terms of an agreement with the Bank of New York Mellon, if a Fund has a cash overdraft on a given day, it will be assessed an overdraft charge. Cash overdraft charges are included in other fees on the Statement of Operations.

Creation Units — The Funds issue and redeem shares (“Shares”) at Net Asset Value (“NAV”) and only in large blocks of 50,000 Shares (each block of Shares for the Funds are called a “Creation Unit” or multiples thereof). Purchasers of Creation Units at NAV must pay a standard creation transaction fee of $500 per transaction. The fee is a single charge and will be the same regardless of the number of Creation Units purchased by an investor on the same day. An Authorized Participant who holds Creation Units (“Authorized Participants”) and wishes to redeem at NAV would also pay a standard redemption transaction fee of $500 per transaction to the custodian on the date of such redemption, regardless of the number of Creation Units redeemed that day. Creations and redemptions are also subject to an additional variable charge of up to 1% of the net asset value per Creation Unit, inclusive of the standard transaction fee, for (i) in-kind creations or redemptions effected outside the normal Clearing Process, (ii) in whole or partial cash creations, (iii) in whole or partial cash redemptions or (iv) non-standard orders. The variable component is primarily designed to cover non-standard charges, e.g., brokerage, taxes, foreign exchange, execution, market impact and other costs and expenses related to the execution of trades resulting from such transaction. In all cases, the Transaction Fee will be limited in accordance with the requirements of the SEC applicable to management investment companies offering redeemable securities. The Fund may determine not to charge the variable portion of a Transaction Fee on certain orders when Impact Shares has determined that doing so is in the best interests of Fund shareholders, e.g., for redemption orders that facilitate the rebalance of the Fund’s portfolio in a more tax efficient manner than could be achieved without such order. The variable portion of a Transaction Fee may be higher or lower than the trading expenses incurred by a Fund with respect to the transaction.

Except when aggregated in Creation Units, Shares are not redeemable securities of the Funds. Shares of the Funds may only be purchased or redeemed by certain financial institutions (“Authorized Participants”). 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 Clearing Corporation or (ii) a Depository Trust Company (“DTC”) participant and, in each case, must have executed an Authorized Participant Agreement with the Funds’ distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the Shares directly from the Funds. Rather, most retail investors will purchase Shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees.

On August 14, 2020, the Board of Trustees approved a temporary reduction in the size of a creation unit from 50,000 shares to 25,000 shares for the period from November 12, 2019 through December 31, 2019 for each Fund. The size of a creation unit for a Fund may be changed from time to time in the future if determined to be in the best interests of a Fund by the President of the Fund.

If a Creation Unit is purchased or redeemed in cash, a higher transaction fee will be charged. The following table discloses the Creation Unit breakdown based on the NAV as of June 30, 2020:

 

     Creation Unit
Shares
     Creation
Transaction Fee
     Value      Redemption
Transaction

Fee
 

Impact Shares YWCA Women’s Empowerment ETF

     50,000      $           500      $   1,140,500    $       500

Impact Shares NAACP Minority Empowerment ETF

     50,000        500        1,158,500      500
Impact Shares Sustainable Development Goals Global Equity ETF      50,000        500        1,002,500      500

 

25


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

Foreign Currency Translation — The books and records of the Funds are maintained in U.S. dollars. Investment securities and other asset and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the relevant rates of exchange prevailing on the respective dates of such transactions. The Funds do not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations. Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settle dates on securities transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent amounts actually received or paid.

Indemnifications — In the normal course of business, the Funds enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

3. AGREEMENTS

Investment Advisory Agreement

The Adviser serves as investment adviser to the Funds, pursuant to an investment advisory agreement (“Advisory Agreement”). The Adviser arranges for transfer agency, custody, fund administration and accounting, and other non-distribution related services necessary for the Funds to operate. The Adviser administers the Funds’ business affairs, provides office facilities and equipment and certain clerical, bookkeeping and administrative services, and provides its officers and employees to serve as officers or Trustees of the Trust.

For the services it provides to the Funds, the Adviser receives a fee, which is calculated daily and paid monthly, at an annual rate of 0.75% of average daily net assets of the Funds. Under the Advisory Agreement, the Adviser is responsible for substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services except for distribution and service fees payable pursuant to a Rule 12b-1 plan, if any; salaries and other compensation or expenses, including travel expenses, of any of the Funds’ executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; taxes and governmental fees, if any, levied against the Funds; brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Funds; expenses of the Funds’ securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; fees and expenses of any underlying funds or other pooled vehicles in which the Funds invest; dividend and interest expenses on short positions taken by the Funds; fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of the Adviser or its subsidiaries or affiliates; extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with Partner Nonprofits and the legal obligations of the Funds to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by the Funds’ management; organizational and offering expenses of the Funds, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing the Funds in its state of jurisdiction and in connection with the initial registration of the Funds under the 1940 Act and the initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Funds’ initial registration statement on Form N-1A); fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC; and expenses of the Funds which are capitalized in accordance with generally accepted accounting principles (the “Excluded Expenses”).

Certain officers or interested trustees of the Trust are also officers or employees of the Advisor or its affiliates. They receive no fees for serving as officers of the Trust.

 

26


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

The expense limitation is set at an annual rate of 0.75%. The Advisor has contractually agreed to reimburse the Funds for any expenses in excess of the limit. This expense limitation will continue through at least October 28, 2020, and may not be terminated prior to this date without the action or consent of the Board.

Distribution Agreement

SEI Investments Distribution Co. (the “Distributor”) serves as the Funds’ underwriter and distributor of Shares pursuant to a Distribution Agreement. Under the Distribution Agreement, the Distributor, as agent, receives orders to purchase shares in Creation Units and transmits such orders to the Funds’ custodian and transfer agent. The Distributor has no obligation to sell any specific quantity of Fund shares. The Distributor bears the following costs and expenses relating to the distribution of shares: (i) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (ii) filing fees; and (iii) all other expenses incurred in connection with the distribution services, that are not reimbursed by the Adviser, as contemplated in the Distribution Agreement. The Distributor does not maintain any secondary market in Fund Shares.

The Funds have adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Funds are authorized to pay an amount up to 0.25% of their average net assets each year for certain distribution-related activities. For the year ended June 30, 2020, no fees were charged by the Distributor under the Plan. No payments have yet been authorized by the Board, nor are any such expected to be made by a Fund under the Plan during the current fiscal year.

For the year ended June 30, 2020, the Funds incurred Trustee fees of $22,419, $10,637, and $6,944 for the Women’s ETF, Minority ETF, and Sustainable Development ETF, respectively, for which the Adviser voluntarily agreed to reimburse the Funds. Of these amounts, $22,419, $10,637, and $6,944 remain payable to the Trustees and are shown as a receivable from the Adviser on the Statements of Assets and Liabilities for the Women’s ETF, Minority ETF, and Sustainable Development ETF, respectively, as of June 30, 2020. Trustee fees are shown gross within expenses with a corresponding expense reimbursement on the Statement of Operations as such fees were voluntarily paid by the Adviser on behalf of the Funds. The Adviser does not have the ability to recoup these voluntary expense reimbursements in the future.

Administrator, Custodian and Transfer Agent

SEI Investments Global Funds Services (the “Administrator”) serves as the Funds’ Administrator pursuant to an Administration Agreement. The Bank of New York Mellon (the “Custodian” and “Transfer Agent”) serves as the Funds’ Custodian and Transfer Agent pursuant to a Custodian Agreement and Transfer Agency Services Agreement. The Adviser of the Funds pays these fees.

Certain officers of the Trust may also be officers of the Administrator or its affiliates. They receive no fees for serving as officers of the Trust.

4. INVESTMENT TRANSACTIONS

For the year ended June 30, 2020, the purchases and sales of investments in securities, excluding in-kind transactions, long-term U.S. Government and short-term securities were:

 

     Purchases      Sales  

Impact Shares YWCA Women’s Empowerment ETF

   $         2,814,544    $         2,931,843

Impact Shares NAACP Minority Empowerment ETF

     763,115      828,331

Impact Shares Sustainable Development Goals Global Equity ETF

     816,773      751,294

There were no purchases or sales of long-term U.S. Government securities by the Funds.

 

27


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

For the year ended June 30, 2020, in-kind transactions associated with creations and redemptions were:

 

     Purchases      Sales      Realized
Gain/(Loss)
 

Impact Shares YWCA Women’s Empowerment ETF

   $   2,530,398    $      -    $      -

Impact Shares NAACP Minority Empowerment ETF

     3,232,443        -      -

Impact Shares Sustainable Development Goals Global Equity ETF

     1,793,690      -      -

For the period ended June 30, 2019, in-kind transactions associated with creations and redemptions were:

 

     Purchases      Sales      Realized
Gain/(Loss)
 

Impact Shares YWCA Women’s Empowerment ETF

   $  4,211,993    $ -    $ -

Impact Shares NAACP Minority Empowerment ETF

     3,132,519      1,004,168      55,919

Impact Shares Sustainable Development Goals Global Equity ETF

     -      818,854      43,423

5. TAX INFORMATION

The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to distributable earnings or paid-in capital, as appropriate, in the period that the differences arise.

The tax character of dividends and distributions paid during the year ended June 30, 2020 and period ended June 30, 2019 were as follows:

 

     Ordinary
Income
     Long-Term
Capital Gain
     Return of
Capital
     Total  

Impact Shares YWCA Women’s Empowerment ETF

           

2020

   $ 79,706      $      $  —      $ 79,706  

2019

     38,993                      38,993  

Impact Shares NAACP Minority Empowerment ETF

 

2020

     36,817                      36,817  

2019

     29,967               37        30,004  

Impact Shares Sustainable Development Goals Global Equity ETF

 

2020

     9,427                      9,427  

2019

     26,447                      26,447  

As of June 30, 2020, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

     Undistributed
Ordinary
Income
     Undistributed
Long Term
Capital Gains
     Late-Year
Loss
Deferral
    Unrealized
Appreciation/

(Depreciation)
    Other
Temporary
Differences
     Total
Distributable
Earnings/(Loss)
 

Impact Shares YWCA Women’s Empowerment ETF

   $     216,873      $     73,582      $     —     $     552,172     $     —      $     842,627  

Impact Shares NAACP Minority Empowerment ETF

     10,520        26,990              237,184              274,694  

Impact Shares Sustainable Development Goals Global Equity ETF

     2,686        4,489        (10,253     (122,293     2        (125,369

Late year loss deferral represents specified losses realized from foreign currency transactions from November 1 to June 30, 2020 that, in accordance with Federal income tax regulations, the Fund may elect to defer and treat as having arisen in the following fiscal year.

 

28


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments and foreign currency transactions held by the Funds at June 30, 2020, were as follows:

 

     Federal Tax
Cost
     Aggregate
Gross
Unrealized
Appreciation
     Aggregate
Gross
Unrealized
Depreciation
    Net
Unrealized
Appreciation/

(Depreciation)
 

Impact Shares YWCA Women’s Empowerment ETF

   $     6,862,147      $     1,045,556      $     (493,384   $     552,172  

Impact Shares NAACP Minority Empowerment ETF

     5,553,859        506,355        (269,171     237,184  

Impact Shares Sustainable Development Goals Global Equity ETF

     3,122,075        217,220        (339,513     (122,293

The book/tax difference on cost is primarily related to wash sale adjustment.

6. RISKS OF INVESTING IN THE FUNDS

As with all exchange traded funds (“ETFs”), a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Funds are subject to the principal risks noted below, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective. A more complete description of principal risks is included in the prospectus under the heading “Principal Risks”.

Under normal circumstances, the Funds will invest at least 80% of their total assets in securities of the Index, which reflects the performance of an investable universe of publicly-traded companies that directly or indirectly provide services or support to ETFs, including but not limited to the management, servicing, trading or sale of ETFs (“ETF Activities”).

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. As with any investment company, there is no guarantee that the Fund will achieve its goal.

Asset Class Risk (All Funds) - The securities in an Underlying Index or in a Fund’s portfolio may underperform the returns of other securities or indices that track other countries, regions, industries, groups of industries, markets, asset classes or sectors. Various types of securities or indices tend to experience cycles of outperformance and underperformance in comparison to general securities markets.

Brexit (Impact Shares Sustainable Development Goals Global Equity ETF only) - In June 2016, the United Kingdom approved a referendum to leave the European Union (commonly known as “Brexit”). On January 31, 2020, the United Kingdom left the European Union and entered a transition period that is scheduled to end on December 31, 2020. Negotiations to settle what form Brexit will take are due to be finalized during the transition period and, therefore, at present the political and economic consequences of Brexit are uncertain. Given the size and importance of the United Kingdom’s economy, uncertainty about its legal, political, and economic relationship with the remaining member states of the European Union may continue to be a source of instability. Moreover, other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the European Union. The ultimate effects of these events and other socio-political or geopolitical issues are not known but could profoundly affect global economies and markets. Whether or not a Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Fund’s investments.

Cash Transaction Risk (All Funds) - The Funds can effect creations and redemptions principally for cash, rather than for in-kind securities. ETFs generally are able to make in-kind redemptions and avoid being taxed on gain on the distributed portfolio securities at the fund level. Because the Funds currently can effect redemptions for cash, rather than for in-kind securities, they may be required to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. The Funds may recognize a capital gain on these sales that might not have been incurred if the Funds had made a redemption in-kind, and this may decrease the tax efficiency of the Funds compared to ETFs that utilize an in-kind redemption process.

Commodities Risk (All Funds) - Commodities markets historically have been extremely volatile, and the performance of securities and other instruments that provide exposure to those markets therefore also may be highly volatile. The commodities markets may fluctuate widely based on a variety of factors. These include changes in overall market movements, domestic and foreign political and economic events and policies, war, acts of terrorism, changes in domestic or foreign

 

29


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

interest rates and/or investor expectations concerning interest rates, domestic and foreign inflation rates and/or investor expectations concerning inflation rates and investment and trading activities of mutual funds, hedge funds and commodities funds. Commodity-linked derivative instruments have a high degree of price variability and are subject to rapid and substantial price changes. Commodity-linked derivative instruments may employ leverage, which creates the possibility for losses greater than the amount invested. A Fund’s investments in commodity-linked instruments may bear on or be limited by each Fund’s intention to qualify as a regulated investment company.

Counterparty Risk (All Funds) - The Funds may engage in transactions in securities and financial instruments that involve counterparties. Counterparty risk is the risk that a counterparty (the other party to a transaction or an agreement or the party with whom a Fund executes transactions) to a transaction with a Fund may be unable or unwilling to make timely principal, interest, settlement or margin payments, or otherwise honor its obligations. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the affected Fund’s income or the value of its assets may decrease. A Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and a Fund may obtain only limited recovery or may obtain no recovery in such circumstances. In an attempt to limit the counterparty risk associated with such transactions, the Funds conduct business only with financial institutions judged by the Adviser to present acceptable credit risk.

Derivatives Risk (All Funds) - Derivatives Risk is a combination of several risks, including the risks that: (1) an investment in a derivative instrument may not correlate well with the performance of the securities or asset class to which the Fund seeks exposure, (2) derivative contracts, including options, may expire worthless and the use of derivatives may result in losses to the Fund, (3) a derivative instrument entailing leverage may result in a loss greater than the principal amount invested, (4) derivatives not traded on an exchange may be subject to credit risk, for example, if the counterparty does not meet its obligations (see also “Counterparty Risk”), and (5) derivatives not traded on an exchange may be subject to liquidity risk and the related risk that the instrument is difficult or impossible to value accurately. As a general matter, when the Fund establishes certain derivative instrument positions, such as certain futures and options contract positions, it will segregate liquid assets (such as cash, U.S. Treasury bonds or commercial paper) equivalent to the Fund’s outstanding obligations under the contract or in connection with the position. In addition, recent legislation has called for a new regulatory framework for the derivatives market. The impact of the new regulations are still unknown, but has the potential to increase the costs of using derivatives, may limit the availability of some forms of derivatives or the Fund’s ability to use derivatives, and may adversely affect the performance of some derivative instruments used by the Fund as well as the Fund’s ability to pursue its investment objective through the use of such instruments.

Emerging Markets Risk (Impact Shares Sustainable Development Goals Global Equity ETF only) - Investing in issuers located in or tied economically to emerging markets is subject to the same risks as foreign market investments, generally to a greater extent. The Fund will be subject to these risks to an even greater extent, to the extent the Fund invests in issuers exposed to countries defined as “low income” or “lower middle income” by the World Bank or as a “Least Developed Country” by the United Nations. These countries typically confront severe structural impediments to sustainable development and are highly vulnerable to economic and environmental shocks and have low levels of human assets. Emerging markets may have additional risks including greater fluctuations in market values and currency exchange rates; increased risk of default; greater social, economic, and political uncertainty and instability; increased risk of nationalization, expropriation, or other confiscation of assets of issuers to which the Fund may be exposed; increased risk of embargoes or economic sanctions on a country, sector, or issuer; greater governmental involvement in the economy; less governmental supervision and regulation of the securities markets and participants in those markets; controls on non-U.S. investment, capital controls and limitations on repatriation of invested capital, dividends, interest, and other income, and on the Fund’s ability to exchange local currencies for U.S. dollars; lower levels of liquidity; inability to purchase and sell investments or otherwise settle security or derivative transactions; greater risk of issues with share registration and safe custody; unavailability of currency hedging techniques; differences in, or lack of, auditing and financial reporting standards and resulting unavailability of material information about issuers; slower clearance and longer settlement; and difficulties in obtaining and/or enforcing legal judgments.

Additionally a foreign issuer is not generally subject to uniform accounting, auditing and financial reporting standards and practices comparable to those in the United States. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign

 

30


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the U.S. Securities and Exchange Commission, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited.

Exchange-Traded Funds Risk (All Funds) - The price movement of an exchange-traded fund may not exactly track the underlying index and may result in a loss. In addition, shareholders bear both their proportionate share of the Fund’s expenses and similar expenses of the underlying investment company when the Fund invests in shares of another investment company.

Equity Investing Risk (All Funds) - The market prices of equity securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. The value of a security may decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand for the issuer’s goods or services. The values of equity securities also may decline due to general industry or market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. In addition, equity markets tend to move in cycles, which may cause stock prices to fall over short or extended periods of time.

Ethnic Diversity Risk (Impact Shares NAACP Minority Empowerment ETF only) - The returns on a portfolio of securities that excludes companies that are not ethnically diverse may trail the returns on a portfolio of securities that includes companies that are not ethnically diverse. Investing only in a portfolio of securities that are ethnically diverse may affect the Fund’s exposure to certain types of investments and may adversely impact the Fund’s performance depending on whether such investments are in or out of favor in the market.

Fee Risk (All Funds) - Because the fees paid by a Fund to Impact Shares are based on the average daily value of the total assets of such Fund, less all accrued liabilities of such Fund (other than the amount of any outstanding borrowings constituting financial leverage), Impact Shares has a financial incentive to cause the Funds to utilize leverage, which creates a conflict of interest between Impact Shares, on the one hand, and the shareholders of the Funds, on the other hand.

Foreign Securities Risk (Impact Shares Sustainable Development Goals Global Equity ETF only) - Investments in securities of non-U.S. issuers involve certain risks not involved in domestic investments (for example, fluctuations in foreign exchange rates (for non-U.S. securities not denominated in U.S. dollars); future foreign economic, financial, political and social developments; nationalization; exploration or confiscatory taxation; smaller markets; different trading and settlement practices; less governmental supervision; and different accounting, auditing and financial recordkeeping standards and requirements) that may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. These risks are magnified for investments in issuers tied economically to emerging markets, the economies of which tend to be more volatile than the economies of developed markets. In addition, investments by the Fund in non-U.S. securities may be subject to withholding and other taxes imposed by foreign countries on dividends, interest, capital gains, or other income or proceeds. Those taxes will reduce the Fund’s yield on any such securities.

Futures Contracts Risk (All Funds) - Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of an underlying asset at a price, date and time specified when the contract is made. Funds, such as the Funds, that use futures contracts, which are a type of derivative, are subject to the risk of loss caused by unanticipated market movements. In addition, there may at times be an imperfect correlation between the movement in the prices of futures contracts and the value of their underlying instruments or indexes and there may at times not be a liquid secondary market for certain futures contracts.

Gender Diversity Risk (Impact Shares YWCA Women’s Empowerment ETF only) - The returns on a portfolio of securities that excludes companies that are not gender diverse may trail the returns on a portfolio of securities that includes companies that are not gender diverse. Investing only in a portfolio of securities that are gender diverse may affect the Fund’s exposure to certain types of investments and may adversely impact the Fund’s performance depending on whether such investments are in or out of favor in the market.

Geographic Risk (Impact Shares Sustainable Development Goals Global Equity ETF only) - To the extent the Fund’s investments in a single country or a limited number of countries represent a large percentage of the Fund’s assets, the Fund will be subject to the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance and the Fund’s shares may be subject to increased price volatility.

 

31


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

Illiquid Securities Risk (All Funds) - Illiquid investments may be difficult to resell at approximately the price they are valued in the ordinary course of business within seven days. When investments cannot be sold readily at the desired time or price, a Fund may have to accept a much lower price, may not be able to sell the investment at all or may be forced to forego other investment opportunities, all of which may adversely impact a Fund’s returns. Illiquid investments also may be subject to valuation risk.

Index Performance Risk (All Funds) - Each Fund is linked to an index maintained by a third party provider unaffiliated with the Funds or the Adviser. There can be no guarantee or assurance that the methodology used by the third party provider to create the index will result in the Funds achieving high, or even positive, returns. Further, there can be no guarantee that the methodology underlying the index or the daily calculation of the index will be free from error. It is also possible that the value of the index may be subject to intentional manipulation by third-party market participants. The particular indices used by the Funds may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Funds.

Industry Concentration Risk (All Funds) - Because each Fund may invest 25% or more of the value of its assets in an industry or group of industries to the extent that the Underlying Index concentrates in an industry or group of industries, the Fund’s performance largely depends on the overall condition of such industry or group of industries and the Fund is susceptible to economic, political and regulatory risks or other occurrences associated with that industry or group of industries.

Intellectual Property Risk (All Funds) - The Funds rely on licenses that permit the Adviser to use the Underlying Indices and associated trade names, trademarks and service marks, as well as the Partner Nonprofits’ names and logos (the “Intellectual Property”) in connection with the investment strategies of each respective Fund and/or in marketing and other materials for each Fund. Such licenses may be terminated, and, as a result, the relevant Fund may lose its ability to use the Intellectual Property. In the event a license is terminated or the license provider does not have rights to license the Intellectual Property, the operations of such Fund may be adversely affected.

Limited Operating History Risk (All Funds) - The Funds have limited operating history for investors to evaluate. The Funds may not attract sufficient assets to achieve or maximize investment and operational efficiencies and remain viable. If a Fund fails to achieve sufficient scale, it may be liquidated.

Management Risk (All Funds) - Management risk is the risk associated with the fact that the Fund relies on the Adviser’s ability to achieve its investment objective. The Adviser may be incorrect in its assessment of the intrinsic value of companies whose securities the Fund holds, which may result in a decline in the value of Fund shares and failure to achieve its investment objective. The Fund’s portfolio manager uses qualitative analyses and/or models. Any imperfections or limitations in such analyses and models could affect the ability of the portfolio manager to implement strategies. The Adviser has limited experience managing an ETF. The relative lack of experience of the Adviser may increase the Fund’s management risk.

Market Price Variance Risk (All Funds) - Fund shares are listed for trading on NYSE (the “Exchange”) and can be bought and sold in the secondary market at prevailing market prices. The market prices of shares will fluctuate in response to changes in the NAV and supply and demand for shares. As a result, the trading prices of Shares may deviate significantly from NAV during periods of market volatility. The Adviser cannot predict whether shares will trade above, below or at their NAV. Given the fact that shares can be created and redeemed in Creation Units, the Adviser believes that large discounts or premiums to the NAV of shares should not be sustained in the long-term. In addition, the securities held by the Fund may be traded in markets that close at a different time than NYSE. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when NYSE is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the Shares’ NAV may widen. Further, secondary markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which could cause a material decline in the Fund’s NAV. In times of market stress, market makers and authorized participants may step away from their respective roles in making a market in Fund shares or in executing purchase and redemption orders, which could lead to variances between the market price of Fund shares and the underlying value of those shares. Also, in stressed market conditions, the market for Fund shares may become less liquid in response to deteriorating liquidity of the Fund’s portfolio holdings, which could lead to differences between the market price of the Fund’s shares and the underlying value of those shares. During periods of high market volatility, a Fund share may trade at a significant discount to its NAV, and in these

 

32


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

circumstances certain types of brokerage orders may expose an investor to an increased risk of loss. A “stop order,” sometimes called a “stop-loss order,” may cause a Fund share to be sold at the next prevailing market price once the “stop” level is reached, which during a period of high volatility can be at a price that is substantially below NAV. By including a “limit” criteria with your brokerage order, you may be able to limit the size of the loss resulting from the execution of an ill-timed stop order. The Fund’s shares may be listed or traded on U.S. and non-U.S. stock exchanges other than the U.S. stock exchange where the Fund’s primary listing is maintained, and may otherwise be made available to non-U.S. investors through funds or structured investment vehicles similar to depositary receipts. There can be no assurance that the Fund’s shares will continue to trade on any such stock exchange or in any market or that the Fund’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The Fund’s shares may be less actively traded in certain markets than in others, and investors are subject to the execution and settlement risks and market standards of the market where they or their broker direct their trades for execution. Certain information available to investors who trade Fund shares on a U.S. stock exchange during regular U.S. market hours may not be available to investors who trade in other markets, which may result in secondary market prices in such markets being less efficient.

The Fund’s investment results are measured based upon the daily NAV of the Fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced by those purchasing and redeeming directly with the Fund.

Mid-Cap Company Risk (All Funds) - Investing in securities of mid-cap companies may entail greater risks than investments in larger, more established companies. Mid-cap companies tend to have more narrow product lines, more limited financial resources and a more limited trading market for their stocks, as compared with larger companies. As a result, their stock prices may decline significantly as market conditions change.

Non-Diversification Risk (All Funds) - Due to the nature of the Funds’ investment strategies and their non-diversified status (for purposes of the 1940 Act), the Funds may invest a greater percentage of their respective assets in the securities of fewer issuers than a “diversified” fund, and accordingly may be more vulnerable to changes in the value of those issuers’ securities. Since the Funds invest in the securities of a limited number of issuers, the Funds are particularly exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security held by a Fund is likely to affect such Fund’s performance more than if such Fund invested in the securities of a larger number of issuers. Although the Funds will be “non-diversified” for purposes of the 1940 Act, the Funds intend to comply with the diversification requirements under Subchapter M of the Code in order to be eligible to qualify as a regulated investment company.

Operational and Technology Risk (All Funds) - Cyber-attacks, disruptions, or failures that affect the Fund’s service providers, index providers, Authorized Participants (as defined below), market makers, counterparties, market participants, or issuers of securities held by the Fund may adversely affect the Fund and its shareholders, including by causing losses for the Fund or impairing Fund operations.

Options Risk (All Funds) - Options, such as covered calls and covered puts, are subject to the risk that significant differences between the securities and options markets that could result in an imperfect correlation between these markets.

Passive Investment Risk (All Funds) - The Funds are not actively managed and may be affected by a general decline in market segments included in the applicable Underlying Indices. The Funds invest in securities included in, or representative of, each Fund’s respective Underlying Index regardless of such security’s investment merits. The Adviser does not attempt to take defensive positions under any market conditions, including during declining markets.

Securities Market Risk (All Funds) - The value of securities owned by the Fund may go up or down, sometimes rapidly or unpredictably, due to factors affecting particular companies or the securities markets generally. A general downturn in the securities market may cause multiple asset classes to decline in value simultaneously. Many factors, including terrorism, war, natural disasters and the spread of infectious disease including epidemics or pandemics such as the recent COVID-19 outbreak can affect this value and you may lose money by investing in the Fund. These conditions (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, including earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as the spread of infectious disease including epidemics or pandemics such as the recent COVID-19 outbreak, can be highly disruptive to economies and markets, adversely affecting

 

33


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2020

 

 

 

 

individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. To the extent the Fund takes significant positions in one or more specific sectors, countries or regions, the Fund will be subject to the risks associated with such sector(s), country(ies) or region(s) to a greater extent than would be a more broadly diversified fund.

Small-Cap Company Risk (All Funds) - Investing in the securities of small-cap companies either directly or indirectly through investments in ETFs, closed-end funds or mutual funds may pose greater market and liquidity risks than larger, more established companies, because of limited product lines and/or operating history, limited financial resources, limited trading markets, and the potential lack of management depth. In addition, the securities of such companies are typically more volatile than securities of larger capitalization companies.

Swaps Risk (All Funds) - Investments in swaps involve both the risks associated with an investment in the underlying investments or instruments (including equity investments) and counterparty risk. In a standard over-the-counter (“OTC”) swap transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount calculated based on the “notional amount” of predetermined investments or instruments, which may be adjusted for an interest factor. Swaps can involve greater risks than direct investments in securities, because swaps may be leveraged and OTC swaps are subject to counterparty risk (e.g., the risk of a counterparty’s defaulting on the obligation or bankruptcy), credit risk and pricing risk (i.e., swaps may be difficult to value). Swaps may also be considered illiquid. Certain swap transactions, including interest rate swaps and index credit default swaps, may be subject to mandatory clearing and exchange trading, although the swaps in which the Fund will invest are not currently subject to mandatory clearing and exchange trading. The use of swaps is a highly specialized activity which involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Fund.

Tracking Error Risk (All Funds) - The performance of the Fund may diverge from that of the Underlying Index. Because the Fund employs a representative sampling strategy, the Fund may experience tracking error to a greater extent than a fund that seeks to replicate an index. The Adviser may not be able to cause the Fund’s performance to correlate to that of the Fund’s benchmark, either on a daily or aggregate basis. Because the Underlying Index rebalances monthly but the Fund is not obligated to do the same, the risk of tracking error may increase following the rebalancing of the Underlying Index.

7. OTHER

At June 30, 2020, the records of the Trust reflected that 100% of the Funds’ total Shares outstanding were held by three Authorized Participants, in the form of Creation Units. However, the individual shares comprising such Creation Units are listed and traded on the NYSE Arca, Inc. and have been purchased and sold by persons other than Authorized Participants.

8. SUBSEQUENT EVENTS

The Funds have evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments or disclosures were required to be added to the financial statements except as follows:

On August 14, 2020, the Board of Trustees approved the lowering of the expense cap for the Impact Shares NAACP Minority Empowerment ETF from 0.75% to 0.49% of average daily net assets attributable to shares of the Fund effective as of August 17, 2020. The expense cap for the Impact Shares YWCA Women’s Empowerment ETF and the Impact Shares Sustainable Development Goals Global Equity ETFs remain at 0.75% of average daily net assets attributable to shares of each of these Funds. The expense cap for each Fund has been extended to at least October 28, 2021.

 

34


 

 

Impact Shares Trust I

Report of Independent Registered Public Accounting Firm

June 30, 2020

 

 

 

 

To the Shareholders and the Board of Trustees of Impact Shares Trust I

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Impact Shares Trust I (the “Trust”) (comprising Impact Shares NAACP Minority Empowerment ETF, Impact Shares Sustainable Development Goals Global Equity ETF, and Impact Shares YWCA Women’s Empowerment ETF (collectively referred to as the “Funds”)), including the schedules of investments, as of June 30, 2020, and the related statements of operations for the year then ended, the statement of changes in net assets and the financial highlights for each of the periods indicated in the table below and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds comprising Impact Shares Trust I at June 30, 2020, the results of their operations for the year then ended, and changes in net assets and financial highlights for each of the periods indicated in the table below, in conformity with U.S. generally accepted accounting principles.

 

Funds comprising the Impact Shares Trust I    Statement of changes in
net assets
   Financial highlights
Impact Shares NAACP Minority Empowerment ETF    For the year ended June 30, 2020 and the period from July 18, 2018 (commencement of operations) to June 30, 2019
Impact Shares Sustainable Development Goals Global Equity ETF    For the year ended June 30, 2020 and the period from September 20, 2018 (commencement of operations) to June 30, 2019
Impact Shares YWCA Women’s Empowerment ETF    For the year ended June 30, 2020 and the period from August 24, 2018 (commencement of operations) to June 30, 2019

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Funds’ financial statements 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 Trust 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 are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s 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 Trust’s 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, 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. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian. 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. We believe that our audits provide a reasonable basis for our opinion.

LOGO

We have served as the auditor of one or more Impact Shares investment companies since 2019.

Dallas, Texas

August 28, 2020

 

35


 

 

Impact Shares Trust I

Board of Trustees and Officers of the Trust

June 30, 2020 (Unaudited)

 

 

 

 

Set forth below are the names, addresses, year of birth, position with the Trust, term of office and length of time served, the principal occupations for the last five years, number of funds in fund complex overseen by the Trustees, and other directorships outside the fund complex of each of the persons currently serving as Trustees and Officers of the Trust.

 

Name and
Date of Birth

  Position(s)
with the Funds
 

Term of
Office 1 and
Length of
Time Served

 

Principal
Occupation(s)
During the Past Five
Years

  Number of
Portfolios in
Impact Shares
Fund Complex 2
Overseen by
Trustees
 

Other
Directorships/
Trusteeships
Held
During the
Past Five
Years

 

Experience,
Qualifications,
Attributes,
Skills for Board
Membership

INDEPENDENT TRUSTEES

Winston I.

Lowe

(2/5/1951)

  Trustee  

Indefinite Term; Trustee since April

2018

 

Managing Partner, Lowe

and Associates,

LLC since

March 2009

  3   None   Significant business and legal experience as associate and managing partner at US- based law firm; significant leadership experience at law firm.

Kathleen Legg

(11/9/1982)

  Trustee  

Indefinite

Term; Trustee

since April

2018

  Consultant, Global Ware Digital Company since November 2014; Consultant, Independent Consultant from 2012 until 2014.   3   None   Significant experience running social media companies; Significant experience advising global nonprofits on social media engagement techniques and best practices.

Ethan Powell 3

(6/20/1975)

  Trustee;
Chairman of the
Board
 

Indefinite

Term; Trustee

since May

2016;

Chairman of

the Board since

May 2016

 

President and Founder of Impact Shares LLC (“Impact Shares”)

(a registered investment advisor dedicated to building a platform to create better socially responsible investment solutions) since December 2015; Trustee of the Highland Fund Complex from June 2012 until July 2013 and since December 2013; Chief Product Strategist of Highland Capital Management Fund Advisors, L.P. from 2012 until December 2015; Senior Retail Fund Analyst of HCM from 2007 until December 2015 and Impact Shares from its inception until December 2015; Secretary of NexPoint Credit Strategies Fund (“NHF”) from November 2010 until June 2012; President and Principal Executive Officer of NHF from June 2012 until May 2015; Secretary of NHF from May 2015 until December 2015; Executive Vice President and Principal Executive Officer of Impact Shares Trust I from May 2016 to January 2018; and Secretary of Impact Shares Trust I from May 2016 to January 2018; President and Treasurer of Impact Shares Trust I since January 2018.

  3   Serves as Independent Chairman of the Board of the Highland Fund Complex and the NexPoint Credit Strategies Fund Complex (collectively, 25 funds)   Significant experience in the financial industry; significant executive experience including past service as an officer of funds in the Highland Fund Complex; significant administrative and managerial experience.

 

 

1 

Trustees serve until their successors are duly elected and qualified.

2 

The “Impact Shares Fund Complex” consists of each series of Impact Shares Trust I.

3 

Mr. Powell is deemed to be an “interested person” of the Trust, as defined in the 1940 Act, because of his current affiliation with Impact Shares, Corp., the Funds’ investment adviser.

 

36


 

 

Impact Shares Trust I

Board of Trustees and Officers of the Trust

June 30, 2020 (Unaudited)

 

 

 

 

The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-844-448-3383. The following chart lists Trustees and Officers as of June 30, 2020:

 

Name and

Date of Birth

 

Position(s)
with the Funds

  

Term of Office and Length of
Time Served  1

  

Principal Occupation(s)
During the Past Five Years

OFFICERS

       

Ethan Powell

(6/20/1975)

  President and Treasurer    January 2018 – Present.    See on previous page under “Interested Trustees”.

Donald J. Guiney

(9/22/1956)

  Secretary, Chief Compliance Officer    January 2018 – Present.    Senior Counsel, Baker & McKenzie LLP (law firm) from 2013 to 2016); Partner, Freshfields Bruckhaus Deringer (law firm) from 1997 to 2013.

Eric Kleinschmidt

(6/16/1968)

  Assistant Treasurer    January 2018 – Present.    Director of Fund Accounting, SEI Investments (2004- present).

 

 

1 

The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified.

 

37


 

 

Impact Shares Trust I

Disclosure of Fund Expenses

June 30, 2020 (Unaudited)

 

 

 

 

All ETFs have operating expenses. As a shareholder of the Fund you incur an Advisory fee. In addition to the Advisory fee, a shareholder may pay brokerage expenses, taxes, interest, litigation expenses and other extraordinary expenses (including acquired fund fees and expenses), if any. It is important for you to understand the impact of these ongoing costs of your investment returns. Shareholders may incur brokerage commissions on their purchases and sales of Fund shares, which are not reflected in these examples.

The following examples use the annualized expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in each Fund and to compare these costs with those of other funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period (January 1, 2020 to June 30, 2020) (unless otherwise noted below).

The table below illustrates each Fund’s cost in two ways:

Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.

You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your actual account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”

Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Commission requires all funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other funds.

NOTE: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.

 

      Beginning
Account
Value
1/1/20
     Ending
Account
Value
6/30/20
     Annualized
Expense
Ratios
     Expenses
Paid During
Period(1)
 

Impact Shares YWCA Women’s Empowerment ETF

 

Actual Fund Return

   $     1,000.00      $ 995.40        0.75    $ 3.72  

Hypothetical 5% Return

     1,000.00            1,021.13        0.75        3.77  

Impact Shares NAACP Minority Empowerment ETF

 

Actual Fund Return

   $ 1,000.00      $ 1,000.40        0.75    $ 3.73  

Hypothetical 5% Return

     1,000.00        1,021.13        0.75        3.77  

Impact Shares Sustainable Development Goals Global Equity ETF

 

Actual Fund Return

   $ 1,000.00      $ 908.50        0.75    $ 3.56  

Hypothetical 5% Return

     1,000.00        1,021.13        0.75        3.77  

 

(1)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied 182/366 (to reflect the one-half year period shown).

 

38


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

June 30, 2020 (Unaudited)

 

 

 

 

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

At a meeting held on February 25, 2020 with respect to Minority ETF, Women’s ETF and Sustainable Development ETF, the trustees (collectively, the “Trustees” or the “Board”) of Impact Shares Trust I (the “Trust”), including the Trustees who are not “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Trust (such trustees, the “Independent Trustees”), met in person to consider the proposed continuation of the investment advisory agreement (“Investment Advisory Agreement”) between the Trust and Impact Shares, Corp. (the “Adviser”) for an additional one-year term. The following summarizes the Trustees’ process of requesting and evaluating the information they believed to be reasonably necessary to determine whether to approve the continuation of the Investment Advisory Agreement. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors.

In connection with their consideration of the Investment Advisory Agreement, the Independent Trustees considered the following factors. In their deliberations, the Trustees did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors.

The Nature, Extent, and Quality of the Services

In considering the Investment Advisory Agreement, the Independent Trustees evaluated the nature, extent and quality of the advisory services provided to each Fund by the Adviser. They considered the terms of the Investment Advisory Agreement and received and considered information provided by management that described, among other matters:

 

 

the nature and scope of the advisory services provided to each Fund and information regarding the experience, qualifications and adequacy of the personnel providing those services,

 

 

the investment program used by the Adviser to manage each Fund,

 

 

possible fall-out benefits and potential conflicts of interest,

 

 

anticipated brokerage practices,

 

 

the compliance functions of the Adviser, and

 

 

the financial resources of the Adviser.

In addition to considering each Fund’s investment performance (see below), the Independent Trustees considered, among other matters, the general oversight of the Trust by the Adviser. They also took into account information concerning the investment processes used by the Adviser in managing each Fund.

The Independent Trustees considered, among other matters, that the Adviser provides the Trust with office space and personnel, and, under the unitary fee structure set forth in the Investment Advisory Agreement, the Adviser is responsible for bearing all of each Fund’s expenses, including the costs of transfer agency, custody, fund administration, legal, audit and other services provided to each Fund, with the exceptions set forth below under “Fees and Other Expenses.” They also took into account the Adviser’s compliance and operational functions, as well as the resources being devoted by the Adviser to such functions.

The Independent Trustees noted that the Adviser had a relatively limited operating history and that its expenses exceeded its revenues from the Funds for the Fund’s most recent fiscal year. The Independent Trustees considered the Adviser’s statements as to its discussions with the Rockefeller foundation and others to subsidize the Adviser’s operating expenses.

The Independent Trustees concluded, within the context of their overall conclusions regarding the Investment Advisory Agreement, that the scope of the services provided to each Fund under the Investment Advisory Agreement was consistent with such Fund’s operational requirements; that the Adviser has the capabilities, resources and personnel necessary to provide the advisory services required by each Fund; and that, overall, the nature, extent and quality of the services provided by the Adviser to each Fund were sufficient to warrant approval of the Investment Advisory Agreement for an additional one-year term.

 

39


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

June 30, 2020 (Unaudited)

 

 

 

 

Performance

The Independent Trustees noted that each Fund was relatively new with a limited performance history. The Independent Trustees considered that each Fund seeks investment results that, before fees and expenses, track the performance of its respective underlying index and determined that each Fund’s performance was within an acceptable level of the its underlying index. The Independent Trustees also considered that each Fund experienced twelve-month performance ended October 31, 2019 above that of its Morningstar category universe for indexed ESG funds (“Morningstar Peer Group”) and its Morningstar category universe for actively managed ESG funds.

The Independent Trustees concluded, within the context of their overall conclusions regarding the Investment Advisory Agreement, that the limited performance history for each Fund was not inconsistent with approval of the Investment Advisory Agreement.

The Costs of the Services Provided by the Adviser and the Profits Realized by the Adviser

The Independent Trustees considered the cost of services provided by the Adviser and the profitability to the Adviser of its relationship with the Trust. The Independent Trustees recognized that the Adviser should, in the abstract, be entitled to earn a reasonable level of profit for the services provided to each Fund, and that it is difficult to make comparisons of profitability from ETF advisory contracts because comparative information is not generally available and is affected by numerous factors, including the structure of the particular adviser, the types and sizes of funds it manages, its business mix, numerous assumptions about cost allocations and the adviser’s capital structure and cost of capital.

The Independent Trustees also considered that the Adviser is a 501(c)(3) nonprofit and considered whether it might be appropriate to analyze some or all of the amounts the Adviser has committed to donate to each Fund’s partner nonprofit as analogous to the profits earned by for-profit investment advisers to investment companies. The Independent Trustees noted that for the Funds’ most recent fiscal year the Adviser’s expenses exceed its revenues from the Funds and that, based on the Adviser’s projections, it was unlikely that the fees paid to the Adviser by a Fund would significantly exceed the Adviser’s cost of providing services to that Fund in the near term. The Independent Trustees further concluded that, even if any such excess were to be analyzed as though it were profit to the Adviser, the expected “profitability” was not excessive and supported the approval of the Investment Advisory Agreement for an additional one-year term.

Fees and Other Expenses

The Independent Trustees considered the unitary fee paid by each Fund to the Adviser, as well as each Fund’s distribution and service (Rule 12b-1) plan, “other expenses” and total expenses. In doing so, the Independent Trustees reviewed information provided by Impact Shares comparing the expenses of each Fund relative to those of its Morningstar Peer Group and Morningstar category universe for active ESG funds. The Independent Trustees considered that each Fund’s gross expense ratio and net expense ratio was above that of its Morningstar Peer Group. The Trustees further considered that each Fund’s net expense ratio was below that of its Morningstar category universe for actively managed ESG funds.

The Independent Trustees noted that, under the unitary fee arrangement described in the Investment Advisory Agreement, the Adviser is responsible for substantially all expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services except for (i) distribution and service fees payable pursuant to a Rule 12b-1 plan, if any; (ii) salaries and other compensation or expenses, including travel expenses, of any of a Fund’s executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of the Adviser or its subsidiaries or affiliates; (iii) taxes and governmental fees, if any, levied against a Fund; (iv) brokerage fees and commissions, and other portfolio transaction expenses incurred by or for a Fund; (v) expenses of a Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; costs, including interest expenses, of borrowing money or engaging in other types of leverage financing; (vi) fees and expenses of any underlying funds or other pooled vehicles in which a Fund invests; (vii) dividend and interest expenses on short positions taken by a Fund; (viii) fees and expenses, including travel expenses, and fees and expenses of legal counsel retained for their benefit, of

 

40


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

June 30, 2020 (Unaudited)

 

 

 

 

Trustees who are not officers, employees, partners, shareholders or members of the Adviser or its subsidiaries or affiliates; (ix) extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, contractual arrangements with partner nonprofits and the legal obligations of a Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; (x) fees and expenses, including legal, printing and mailing, solicitation and other fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xi) organizational and offering expenses of a Fund, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing a Fund in its state of jurisdiction and in connection with the initial registration of a Fund under the 1940 Act and the initial registration of its shares under the Securities Act (i.e., through the effectiveness of the Fund’s initial registration statement on Form N-1A); (xii) fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC; and (xiii) expenses of a Fund which are capitalized in accordance with generally accepted accounting principles.

The Independent Trustees noted that the Adviser, at the time of the Meeting, did not advise any accounts other than the Funds.

Based on this and other information, the Independent Trustees concluded, within the context of their overall conclusions regarding the Investment Advisory Agreement, that the fees and expenses charged represented reasonable compensation to the Adviser in light of the services provided to each Fund.

Possible Fall-Out Benefits

The Independent Trustees considered information regarding the direct and indirect benefits to the Adviser from its relationship with each Fund, including reputational and other “fall out” benefits. The Independent Trustees considered the receipt of these benefits in light of the Adviser’s “profitability,” and concluded that such benefits were not excessive, even if the amounts the Adviser has committed to donate to the partner nonprofits were to be analyzed as though they were profits to the Adviser.

Possible Economies of Scale

The Independent Trustees considered the extent to which the Adviser may realize economies of scale or other efficiencies in managing and supporting each Fund. The Independent Trustees considered that no Fund has any breakpoints in its fee arrangement with the Adviser. The Independent Trustees concluded that each Fund’s overall fee arrangements represent an appropriate sharing at the present time between Fund shareholders and the Adviser of any economies of scale or other efficiencies in the management of each Fund at current asset levels.

Based on the factors described above, the Independent Trustees concluded that the approval of the Investment Advisory Agreement for an additional one-year term was in the best interests of the Funds and should be approved.

 

41


 

 

Impact Shares Trust I

Notice to Shareholders

June 30, 2020 (Unaudited)

 

 

 

 

For shareholders that do not have a June 30, 2020 tax year end, this notice is for informational purposes only. For shareholders with a June 30, 2020 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal period ended June 30, 2020, the Funds are designating the following items with regard to distributions paid during the period

 

    Return
of
Capital
  Long Term
Capital
Gain
Distribution
  Ordinary
Income
Distributions
  Total
Distributions
  Dividends
Qualifying
for
Corporate
Dividend
Receivable
Deduction (1)
 

Qualifying
Dividend

Income (2)

  U.S.
Government
Interest (3)
  Qualified
Interest
Income (4)
  Qualified
Short Term
Capital Gain (5)

Impact Shares YWCA Women’s Empowerment ETF

  0.00%   0.00%   100.00%   100.00%   100.00%   100.00%   0.00%   0.00%   0.00%

Impact Shares NAACP Minority Empowerment ETF

  0.00%   0.00%   100.00%   100.00%   100.00%   100.00%   0.00%   0.00%   0.00%

Impact Shares Sustainable Development Goals Global Equity ETF

  0.00%   0.00%   100.00%   100.00%   95.07%   100.00%   0.00%   0.00%   0.00%

 

(1)

Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions).

(2)

The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short term capital gain and net investment income distributions). It is the intention of each of the aforementioned funds to designate the maximum amount permitted by law.

(3)

“U.S. Government Interest” represents the amount of interest that was derived from U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short term capital gain and net investment income distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

(4)

The percentage in this column represents the amount of “Qualifying Interest Income” as created by the American Jobs Creation Act of 2004 and is a percentage of ordinary income distributions that are exempt from U.S. withholding tax when paid for foreign investors.

(5)

The percentage in this column represents the amount of “Qualifying Short-Term Capital Gain” as created by the American Jobs Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.

The information reported herein may differ from the information and distributions taxable to the shareholders for the tax year ending June 30, 2020. Complete information will be computed and reported in conjunction with your 2020 Form 1099-DIV.

 

42


 

 

Impact Shares Trust I

Supplemental Information (Unaudited)

 

 

 

 

Net asset value, or “NAV”, is the price per Share at which the Funds issue and redeem Shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The “Market Price” of the Funds generally is determined using the midpoint between the highest bid and the lowest offer on the stock exchange on which the Shares of the Funds are listed for trading, as of the time that the Fund’s NAV is calculated. The Funds’ Market Price may be at, above or below their NAV. The NAV of the Funds will fluctuate with changes in the market value of the Funds’ holdings. The Market Price of the Funds will fluctuate in accordance with changes in their NAV, as well as market supply and demand.

Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of the Funds on a given day, generally at the time NAV is calculated. A premium is the amount that the Funds are trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that the Funds are trading below the reported NAV, expressed as a percentage of the NAV.

Further information regarding premiums and discounts is available on the Funds’ website at www.impactetfs.org.

 

43


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 


 

 

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 


 

LOGO

2189 Broken Bend

Frisco, Texas 75034

844-448-3383

www.impactetfs.org

Investment Adviser:

Impact Shares, Corp.

2189 Broken Bend

Frisco, Texas 75034

Distributor:

SEI Investments Distribution Co.

One Freedom Valley Drive

Oaks, PA 19456

Administrator:

SEI Investments

Global Funds Services

One Freedom Valley Drive

Oaks, PA 19456

Transfer Agent:

Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Custodian:

Bank of New York Mellon

225 Liberty Street

New York, NY 10286

Legal Counsel:

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

This information must be preceded or accompanied by a current prospectus for the Funds.

IMP-AR-001-0200


Item 2.

Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, controller, or principal accounting officer, and any person who performs a similar function. There have been no amendments to or waivers granted to this code of ethics during the past fiscal year.

 

Item 3.

Audit Committee Financial Expert.

(a)(1) The Fund’s Audit Committee currently does not have an Audit Committee Financial Expert.

(a)(2) Not applicable.

(a)(3) At this time, the Registrant believes that the collective experience provided by the members of the Audit Committee together offer the Registrant adequate oversight for the Registrant’s level of financial complexity.

 

Item 4.

Principal Accountant Fees and Services.

Fees billed by Ernst & Young (“EY”) Related to the Trust.

EY billed the Trust aggregate fees for services rendered to the Trust for the last two fiscal years as follows:

 

     2020      2019  
          All fees and
services to
the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were pre-
approved
     All other fees
and services
to service
affiliates that
did not
require pre-
approval
     All fees and
services to
the Trust that
were pre-
approved
     All fees and
services to
service
affiliates that
were
pre-approved
     All other fees
and services
to service
affiliates that
did not
require
pre-approval
 

(a)

   Audit Fees(1)    $ 70,000        N/A        N/A      $ 70,000        N/A        N/A  

(b)

   Audit-Related Fees      N/A        N/A        N/A        N/A        N/A        N/A  

(c)

   Tax Fees    $ 15,000        N/A        N/A        N/A        N/A        N/A  

(d)

   All Other Fees      N/A        N/A        N/A        N/A        N/A        N/A  

Notes:

 

(1)

Audit fees include amounts related to the audit of the Registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.

 

2


(e)(1) Not Applicable.

(e)(2) Percentage of fees billed applicable to non-audit services approved pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) were as follows:

 

     2020      2019  

Audit-Related Fees

     N/A        N/A  

Tax Fees

   $ 15,000        N/A  

All Other Fees

     N/A        N/A  

(f) Not applicable.

(g) The aggregate non-audit fees and services billed by EY for services rendered to the Registrant, and rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the last two fiscal years were $15,000 and $0 for 2020 and 2019, respectively.

(h) During the past fiscal year, all non-audit services provided by the Registrant’s principal accountant either to the Registrant’s investment adviser or to any entity controlling, controlled by, or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant were pre-approved by the audit committee of the Registrant’s Board of Trustees. Included in the audit committee’s pre-approval was the review and consideration as to whether the provision of these non-audit services is compatible with maintaining the principal accountant’s independence.

 

Item 5.

Audit Committee of Listed Registrants.

Not applicable to open-end management investment companies.

 

Item 6.

Schedule of Investments.

The Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Item 9.

Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

 

3


Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.

 

Item 11.

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 Act (17 CFR § 270.30a-3(c))) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR § 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR § 240.13a-15(b) or § 240.15d-15(b)).

(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR § 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12.

Disclosure of Securities Lending Activities for the Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

 

Items 13.

Exhibits.

(a)(1) A copy of the Registrant’s Code of Ethics, as required by Item 2 of this Form, accompanies this filing as an exhibit.

(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR § 270.30a-2(a)), are filed herewith.

(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR § 270.30a-2(b)) also accompany this filing as an Exhibit.

 

4


SIGNATURES

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

 

(Registrant)     Impact Shares Trust I
By (Signature and Title)       /s/ Ethan Powell
      Ethan Powell, President, Principal
      Executive Officer, Treasurer, and
      Principal Financial Officer

Date: September 4, 2020

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 (Signature and Title)       /s/ Ethan Powell
      Ethan Powell, President and Principal
      Executive Officer

Date: September 4, 2020

 

By (Signature and Title)       /s/ Ethan Powell
      Ethan Powell, Treasurer and
      Principal Financial Officer

Date: September 4, 2020

 

5

CODE OF ETHICS

FOR

PRINCIPAL EXECUTIVE

AND

SENIOR FINANCIAL OFFICERS

 

I.

Covered Officers/Purpose of the Code

This code of ethics (the “Code”) applies to the Trusts Chief Executive Officer and Chief Financial Officer (the “Covered Officers”) for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with or submits to the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Fund;

 

   

compliance with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and

 

   

accountability for adherence to this Code.

Each Covered Officer should adhere to a high standard of business ethics, comply with applicable law, cultivate a culture that emphasizes a commitment to compliance and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.

Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interests interfere with, or appear to interfere with, the interests of the Fund. This Code recognizes that the Covered Officers are subject to certain conflicts of interest inherent in the operation of the Fund. This Code also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Fund govern the Covered Officers’ conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Fund, including:

 

   

the Investment Company Act of 1940 and the rules and regulations promulgated thereunder by the SEC (the “1940 Act”); and

 

   

the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the 1940 Act (the “1940 Act Code of Ethics”).

The provisions of the 1940 Act and the 1940 Act Code of Ethics are referred to herein collectively as the “1940 Act Conflict Rules.”


This Code is different from, and is intended to supplement, the 1940 Act Conflict Rules. Accordingly, a violation of the 1940 Act Conflict Rules by a Covered Officer is hereby deemed not to be a violation of this Code, unless and until the Independent Directors shall determine that any such violation of the 1940 Act Conflict Rules is also a violation of this Code.

Certain conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to the provisions of the 1940 Act. The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

Each Covered Officer must:

 

   

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

   

not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and

 

   

not use material nonpublic knowledge of portfolio or other transactions made or contemplated by the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

There are some conflict of interest situations that may be discussed with counsel if material. Examples of these include:

 

   

service as a director on the board of any public or private company in which the Fund may invest or with which the Fund has a material business relationship;

 

   

the receipt of any non-nominal gifts;

 

   

the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

   

any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers; and

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions, for selling or repurchasing the Trusts shares, or for borrowing money, other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

If a Covered Officer is in doubt as to the application or interpretation of this Code, he or she should consult with, and make full disclosure of all relevant facts and circumstances to, the Chief Compliance Officer (“CCO”).

 

2


III.

Disclosure and Compliance

 

   

Each Covered Officer should become familiar with the disclosure requirements generally applicable to the Fund.

 

   

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Trusts stockholders and auditors, governmental regulators, and self-regulatory organizations.

 

   

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Fund with the goal of promoting full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in the reports and documents the Fund files with or submits to the SEC and in other public communications made by the Fund.

 

   

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by this policy and applicable laws, rules and regulations.

 

IV.

Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands this Code (See Exhibit A);

 

   

annually thereafter affirm to the Board that the Covered Officer has complied with the requirements of this Code (See Exhibit A);

 

   

not retaliate against any other Covered Officer or any employee of the Fund or their affiliated persons for reports of potential violations that are made in good faith; and

 

   

notify the CCO promptly if the Covered Officer knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by the Covered Officer will be considered by the Board.

The Fund will follow these procedures in investigating and enforcing this Code:

 

   

The CCO will take all appropriate action to investigate any potential violations reported to the CCO.

 

   

If, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action.

 

3


   

Any matter that the CCO believes, after investigation, is a violation, will be reported to the Independent Directors.

 

   

If the Independent Directors determine that a violation has occurred, it will consider appropriate action, which may include appropriate disciplinary action and preventative action; review of and appropriate modifications to applicable policies and procedures; or a recommendation to dismiss the Covered Officer.

 

   

The Independent Directors will be responsible for granting waivers, as appropriate.

 

   

Any changes to, or waivers of, this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. The 1940 Act Conflict Rules are separate requirements applying to the Covered Officers and others and are not part of this Code.

 

VI.

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors.

 

VII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board and its counsel.

 

VIII.

Internal Use

This Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

Adopted On: July 10, 2018

 

4


EXHIBIT A

AFFIRMATIONS

The following affirmations shall be provided by the Covered Officers upon adoption of this Code:

I,                                                  , Chief Executive Officer [and Chief Financial Officer] of the Fund, hereby affirm to the Board of Trustees that I have received, read and understand the Trusts Code of Ethics for Principal Executive and Senior Financial Officers.

[I,                                                  , Chief Financial Officer of the Fund, hereby affirm to the Board of Trustees that I have received, read and understand the Trusts Code of Ethics for Principal Executive and Senior Financial Officers.]

I,                                                  , Chief Executive Officer [and Chief Financial Officer] of the Fund, hereby affirm to the Board of Trustees that I have complied with the requirements of the Trusts Code of Ethics for Principal Executive and Senior Financial Officers.

[I,                                                  , Chief Financial Officer of the Fund, hereby affirm to the Board of Trustees that I have complied with the requirements of the Trusts Code of Ethics for Principal Executive and Senior Financial Officers.]

 

5

CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Ethan Powell, certify that:

 

1.

I have reviewed this report on Form N-CSR of the Impact Shares Trust I (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  (d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 4, 2020

 

/s/ Ethan Powell
Ethan Powell
President and Principal Executive Officer


CERTIFICATION

Pursuant to Rule 30a-2(a) under the Investment Company Act of 1940

and Section 302 of the Sarbanes-Oxley Act of 2002

I, Ethan Powell, certify that:

 

1.

I have reviewed this report on Form N-CSR of the Impact Shares Trust I (the “Registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information, included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s), if any, and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

  (d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.

The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: September 4, 2020

 

/s/ Ethan Powell
Ethan Powell
Treasurer and Principal Financial Officer

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the President and Principal Executive Officer of the Impact Shares Trust I (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended June 30, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

Dated: September 4, 2020

 

/s/ Ethan Powell
Ethan Powell
President and Principal Executive Officer


CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

The undersigned, the Treasurer and Principal Financial Officer of the Impact Shares Trust I (the “Fund”), with respect to the Fund’s Form N-CSR for the period ended June 30, 2020, as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

such Form N-CSR fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund.

Dated: September 4, 2020

 

/s/ Ethan Powell
Ethan Powell
Treasurer and Principal Financial Officer