Exhibit (d)(2)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of [    ], by and between Impact Shares, Corp., a Texas nonprofit corporation (the “Adviser”), and Impact Shares Trust I, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, a “Fund” and collectively, the “Funds”).

WHEREAS, the Trust is engaged in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS the Adviser is engaged principally in the business of rendering investment management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;

NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties hereto as follows:

SECTION 1. Appointment of Adviser.

The Trust hereby appoints the Adviser to act as manager and investment adviser to the Funds for the period and on the terms herein set forth. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

SECTION 2. Duties of Adviser.

The Adviser, at its own expense, shall furnish the following services and facilities to the Funds:

(a) Investment Program. The Adviser shall (i) furnish continuously an investment program for the Funds consistent with the investment objectives and policies of the Fund, (ii) determine (subject to the overall supervision and review of the Trust’s Board of Trustees (the “Board”)) the investments to be purchased, held, sold or exchanged by the Funds and the portion, if any, of the assets of the Funds to be held uninvested, subject always to the provisions of the Trust’s Declaration of Trust and By-Laws and of the 1940 Act, and to the investment objectives, policies and restrictions of each Fund, each as shall be from time to time in effect, and subject, further, to such policies and restrictions as the Trust’s Board of Trustees may from time to time establish, (iii) make changes in the investments of the Funds, (iv) monitor the Funds’ performance and consider ways to improve the performance of the Funds, including by scrutinizing security selection, style focus, sector concentration, market cap preference, and prevailing market conditions, and (v) vote, exercise consents and exercise all other rights pertaining to such investments. Subject to the foregoing, and, if required under applicable law, the approval of the Board and shareholders of any applicable Fund, the Adviser shall have the authority to engage, terminate and replace one or more sub-advisers in connection with the portfolio management of the Funds, which sub-advisers may be affiliates of the Adviser; provided, however, that the Adviser shall remain responsible to the Trust with respect to its duties and obligations on behalf of the Funds set forth in this Agreement. The Adviser agrees to furnish advice and recommendations to the Funds and the Board with respect to the selection and continued employment of any sub-adviser(s) to provide investment advisory services for the portion(s) of the Funds’ portfolios specified by the Adviser and on terms and conditions, including but not limited to the compensation payable to any such sub-adviser(s), approved in the manner provided by applicable law. The Adviser shall monitor sub-advisers, if any, to confirm their compliance with the Funds’ investment strategies and policies, for any changes that may impact the Funds or the sub-advisers’ operations or overall business continuity, for their adherence to legal and compliance procedures, for any litigation enforcement or regulatory matters relating to the sub-advisers, and with respect to the sub-advisers’ brokerage practices and trading quality.

(b) Portfolio Transactions. The Adviser, or an agent of the Adviser, shall place all orders for the purchase and sale of portfolio securities for the account of the Funds with brokers or dealers selected by the Adviser. In placing portfolio transactions for the Funds, it is recognized that the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party.

It is understood that neither the Funds nor the Adviser has adopted a formula for allocation of the Funds’ investment transaction business. It is also understood that it is desirable for the Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Funds than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any applicable guidance from the U.S. Securities and Exchange Commission, the Adviser is authorized to place orders for the purchase and sale of securities for the Funds with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients.

On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of any of the Funds as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients.

The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for a Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

(c) Administrative and Management Services. The Adviser shall manage, supervise and conduct the other affairs and business of the Funds and matters incidental thereto, subject always to the control of the Board, and to the provisions of the organizational documents of the Trust, the Registration Statement of the Trust with respect to each Fund and its shares of beneficial interest (“Shares”), including each Fund’s Prospectus and Statement of Additional Information, and the 1940 Act, in each case as from time to time amended and in effect. The Adviser may engage other parties to assist it with any of the administrative and management services set forth in this Section.

SECTION 3. Allocation of Expenses.

During the term of this Agreement, the Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a sub-adviser under its sub-advisory agreement. The Adviser further agrees to pay all fees payable to the sub-advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Adviser or its affiliates, and office rent of the Trust. The Trust shall be responsible for all of the other expenses of its operations, including, without limitation: (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 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 third parties 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

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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. Any officer or employee of the Adviser or of any entity controlling, controlled by or under common control with the Adviser, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services.

SECTION 4. Advisory Fee.

For the services and facilities to be provided to the Trust by the Adviser as provided in Section 2 hereof, each Fund will pay the Adviser a monthly fee, computed and accrued daily, based on an annual rate set forth in Exhibit A of the Fund’s “Average Daily Managed Assets”, so long as the Adviser has not waived in writing all or a portion of such compensation. “Average Daily Managed Assets” of a Fund shall mean the average daily value of the total assets of the Fund, less all accrued liabilities of the Fund (other than the aggregate amount of any outstanding borrowings constituting financial leverage). The Adviser may waive a portion of its fees, by written notice the relevant Fund and the Board. If this Agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for such month shall be computed in a manner consistent with the calculation of the fees payable on a monthly basis. The accrued fees will be payable monthly as promptly as possible after the end of each month during which this Agreement is in effect.

SECTION 5. Indemnification.

(a) The Trust hereby agrees to indemnify the Adviser and each of the Adviser’s partners, officers, employees, and agents (including any individual who serves at the Adviser’s request as director, officer, partner, trustee or the like of another corporation) and controlling persons (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth above in this paragraph or thereafter by reason of his having acted in any such capacity, except with respect to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust and furthermore, in the case of any criminal proceeding, so long as he had no reasonable cause to believe that the conduct was unlawful, provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “Disabling Conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such Indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve Disabling Conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of the Trust. Notwithstanding the foregoing, the Trust shall not be obligated to provide any such indemnification to the extent such provision would waive any right that the Trust cannot lawfully waive.

(b) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Trust unless it is subsequently determined that he is entitled to such indemnification and if the Trustees of the Trust determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (1) the Indemnitee shall provide adequate security for his undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, (3) a majority of a quorum of the Board who are neither “interested persons” of the Trust (as defined in Section 2(a)(19) of the 1940

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Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification or (4) if there is not a Disinterested Non-Party Trustee, Indemnitee provides the written affirmation referred to above.

(c) All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body of competent jurisdiction before whom the proceeding was brought that such Indemnitee is not liable by reason of Disabling Conduct or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or even if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion.

(d) Each Indemnitee shall, in the performance of its duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or other person may also be a Trustee.

(e) The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which he may be lawfully entitled.

SECTION 6. Relations with Funds.

Subject to and in accordance with the organizational documents of the Adviser and the Trust, as well as their policies and procedures and codes of ethics, it is understood that Trustees, officers, agents and shareholders of the Funds are or may be interested in the Adviser (or any successor thereof) as directors, officers or otherwise, that partners, officers and agents of the Adviser (or any successor thereof) are or may be interested in the Funds as Trustees, officers, agents, shareholders or otherwise, and that the Adviser (or any such successor thereof) is or may be interested in the Funds as a shareholder or otherwise.

SECTION 7. Liability of Adviser.

(a) The Adviser shall not be liable to the Funds for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates; provided, however, that no provision of this Agreement shall be deemed to protect the Adviser against any liability to the Funds or its shareholders to which it might otherwise be subject by reason of any Disabling Conduct nor shall any provision hereof be deemed to protect any trustee or officer of the Funds against any such liability to which he might otherwise be subject by reason of any Disabling Conduct.

(b) The rights of exculpation and indemnification are not to be construed so as to provide for exculpation or indemnification provided under Sections 7 and 8 of any person for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that exculpation or indemnification would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this section to the maximum extent permitted by applicable law.

SECTION 8. Duration and Termination of this Agreement.

(a) Duration. This Agreement shall become effective on the date first set forth above with respect to the initial Funds on Exhibit A, such date being the date on which this Agreement has been executed following: (1) the approval of the Board, including approval by a vote of a majority of the members of the Board who are not “interested persons” (as defined in the 1940 Act) of the Adviser or the Funds, cast in person at a meeting called for the purpose of voting on such approval; and (2) the approval by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of a Fund. Unless terminated as herein provided, this Agreement shall remain in full force and effect until the date that is two years after the effective date of this Agreement. Subsequent to such initial period of effectiveness, this Agreement shall continue in full force and effect, subject to paragraph 8(c), so long as such

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continuance is approved at least annually (a) by either the Board or by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of a Fund and (b) in either event, by the vote of a majority of the members of the Board who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. With respect to each new Fund added to the Agreement on or after the initial effective date, this Agreement shall have an initial term of up to two years beginning on the date indicated on Exhibit A and thereafter, if not terminated, shall continue in effect if approved at least annually as set forth above.

(b) Amendment. No provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act including the interpretation thereof that amendments that do not increase the compensation of the Adviser or otherwise fundamentally alter the relationship of the Trust with the Adviser do not require shareholder approval if approved by the requisite majority of the Trust’s Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust. The amendment of Exhibit A to this Agreement for the sole purpose of (i) adding or deleting one or more Funds or (ii) making other non-material changes to the information included in the Schedule shall not be deemed an amendment of this Agreement.

(c) Termination. This Agreement may be terminated at any time, without payment of any penalty, by vote of the Board, or by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of a Fund, or by the Adviser, in each case on not more than 60 days’ nor less than 30 days’ prior written notice to the other party.

(d) Automatic Termination. This Agreement shall automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act).

SECTION 9. Services Not Exclusive.

(a) The services of the Adviser to the Funds hereunder are not to be deemed exclusive, and the Adviser (and its affiliates) shall be free to render similar services to others so long as its services hereunder are not impaired thereby; provided, however, that the Adviser will undertake no activities that, in its reasonable good faith judgment, will adversely affect the performance of its obligations under this Agreement. In addition, the parties may enter into other agreements pursuant to which the Adviser provides administrative or other, non-investment advisory services to the Funds, and the Adviser may be compensated for such other services.

(b) Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Adviser to engage in any other business or to render services of any kind to any other corporation, firm individual or association.

SECTION 10. Use of the Name “Impact Shares”

Each Fund acknowledges that, as between each Fund and the Adviser, the Adviser owns and controls the term “Impact Shares.” The Adviser grants to each Fund a royalty-free, non-exclusive license to use the name “Impact Shares” in the name of the Fund for the duration of this Agreement and any extensions or renewals thereof. Such license may, upon termination of this Agreement, be terminated by the Adviser, in which event the Fund shall promptly take whatever action may be necessary (including calling a meeting of its Board or shareholders) to change its name and to discontinue any further use of the name “Impact Shares” in the name of the Fund or otherwise. The name “Impact Shares” may be used or licensed by the Adviser in connection with any of its activities, or licenced by the Adviser to any other party.

SECTION 11. Notices.

Notices under this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, to the other party at such address as such other party may designate from time to time for the receipt of such notices.

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Until further notice to the other party, the address of each party to this Agreement for this purpose shall be 2189 Broken Bend, Frisco, Texas 75034.

SECTION 12. Governing Law; Severability; Counterparts.

This Agreement shall be construed in accordance with the laws of the State of New York (without reference to its conflict of laws provisions), and the applicable provisions of the 1940 Act. To the extent that applicable law of the State of New York, or any of the provisions herein, conflict with applicable provisions of the 1940 Act, the latter shall control. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

SECTION 13. No Third Party Beneficiaries.

This Agreement is not intended and shall not convey any rights, privileges, claims or remedies to any person other than a party to this Agreement and its respective successors and permitted assigns.

SECTION 14. Miscellaneous.

(a) If the Adviser enters into a definitive agreement that would result in an assignment (within the meaning of the 1940 Act) by the Adviser, it agrees to give the Funds the lesser of 60 days’ written notice and such notice as is reasonably practicable before consummating the transaction.

(b) Where the effect of a requirement of the 1940 Act reflected in or contemplated by any provisions of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

(c) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(d) This Agreement, including the schedules hereto, constitutes the entire understanding between the parties pertaining to the subject matter hereof and supersedes any prior agreement between the parties on this subject matter.

[Signature Page to Follow]

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    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

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Exhibit A to Investment Advisory Agreement

As of [     ]

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Exhibit (d)(3)

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT made as of the ___ day of July 2021 by and between Impact Shares Corp, (the “Adviser”), a Texas corporation with its principal place of business at 2189 Broken Bend, Frisco, Texas 75034, and Community Capital Management, Inc. (the “Sub-Adviser”), a Florida corporation with its principal place of business at 2500 Weston Road, Suite 101, Weston, Florida 33331.

WHEREAS, Impact Shares Trust I (the “Trust”), a Delaware statutory trust, is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, pursuant to an investment advisory agreement between the Adviser and the Trust, the Adviser acts as investment adviser to each series of the Trust; and

WHEREAS, the Adviser intends to launch a new series of the Trust to be known as the Impact Shares Affordable Housing MBS ETF (the “Affordable Housing ETF”).

WHEREAS, the Adviser, with the approval of the Board of Trustees of the Trust (the “Board”), desires to retain the Sub-Adviser to provide investment sub-advisory services in connection with the portfolio management of the Affordable Housing ETF, and the Sub-Adviser is willing to render such investment sub-advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

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To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s partners, officers, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement. The Sub-Adviser may not retain, employ or associate itself with any company that would be an “investment adviser,” as that term is defined in the 1940 Act, to the Affordable Housing ETF unless the contract with such company is approved by a majority of the Trust’s Board and a majority of the Trust’s Board who are not parties to any agreement or contract with such company and who are not “interested persons,” as defined in the 1940 Act, of the Trust, or any such company, and is approved by the vote of a majority of the outstanding voting securities of the series of the Trust to the extent required by the 1940 Act.

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The Adviser shall promptly furnish the Sub-Adviser with, or make available upon request, copies of all amendments of or supplements to the foregoing. Until so provided, the Sub-Adviser may continue to rely on those documents previously provided. The Adviser shall not, nor permit the Affordable Housing ETF to, use the Sub-Adviser’s name or make representations regarding the Sub-Adviser or its affiliates without the prior written consent of the Sub-Adviser, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Sub-Adviser’s approval is not required when the information regarding the Sub-Adviser used by the Adviser or the Affordable Housing ETF is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser and the information is used (a) as required by applicable law, rule, or regulation, in the Prospectus or in Affordable Housing ETF shareholder reports or proxy statements; (b) in Adviser communications; or (c) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

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The Sub-Adviser agrees to assume or pay, or reimburse the Adviser for, certain costs associated with the Affordable Housing ETF, as set forth on Schedule A. Except for expenses assumed or agreed to be paid by the Sub-Adviser pursuant to the preceding sentence and Schedule A, or as otherwise agreed to by the parties, the Sub-Adviser shall not be liable for any costs or expenses of the Trust including, without limitation, (a) interest and taxes, (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Affordable Housing ETF and (c) custodian and administrative fees. The Sub-Adviser will pay its own expenses incurred in furnishing the services to be provided by it pursuant to this Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Affordable Housing ETF or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser for use therein.

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A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.

(a) The Sub-Adviser represents and warrants to the Adviser and the Affordable Housing ETF as follows:

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This Agreement shall terminate automatically and immediately in the event of its assignment or in the event that the Adviser no longer serves as investment adviser to the Trust. As used in this Paragraph 8, the terms “assignment”, “interested persons”, and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act.

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In the event that this Agreement is made applicable to any additional series of the Trust by way of a schedule executed subsequent to the date first indicated above, provisions of such schedule shall be deemed to be incorporated into this Agreement as it relates to such additional series of the Trust so that, for example, the execution date for purposes of Paragraph 7 of this Agreement with respect to such additional series shall be the execution date of the relevant schedule.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

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Schedule A

to the

Investment Sub-Advisory Agreement

dated as of July [     ], 2021

between

Impact Shares Corp

and

Community Capital Management, Inc.

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Exhibit (e)(2)

SCHEDULE A

List of Funds

Impact Shares NAACP Minority Empowerment ETF [Effective July 17, 2018]

Impact Shares YWCA Women’s Empowerment ETF [Effective August 27, 2018]

Impact Shares Sustainable Development Goals Global Equity ETF [Effective September 20, 2018]

Impact Shares Affordable Housing MBS ETF [Effective July 1, 2021]

Exhibit (g)(2)

AMENDMENT

TO

CUSTODY AGREEMENT

This Amendment (“Amendment”) is made as of the __th day of June, 2021, by and between IMPACT SHARES TRUST I (formerly, Impact Shares Funds I Trust) (the “Trust”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

BACKGROUND:

TERMS:

The parties hereby agree that:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

SCHEDULE II

(Amended and Restated as of June __, 2021)

Impact Shares NAACP Minority Empowerment ETF

Impact Shares YWCA Women’s Empowerment ETF

Impact Shares Sustainable Development Goals Global Equity ETF

Impact Shares Affordable Housing MBS ETF

Exhibit (h)(2)

SCHEDULE I

Funds

Impact Shares NAACP Minority Empowerment ETF [Effective July 17, 2018]

Impact Shares YWCA Women’s Empowerment ETF [Effective August 27, 2018]

Impact Shares Sustainable Development Goals Global Equity ETF [Effective September 20, 2018]

Impact Shares Affordable Housing MBS ETF [Effective July 1, 2021]

Exhibit (h)(8)

July 1, 2021

LETTER AGREEMENT

Impact Shares Trust I

2189 Broken Bend

Frisco, Texas 75034

Re: Expense Limitation Agreement

Ladies and Gentlemen:

This Letter Agreement documents an undertaking by Impact Shares, Corp. (the “Adviser”), to limit the total operating expenses of the Impact Shares Affordable Housing MBS ETF (the “Fund”), which is a series of the Impact Shares Trust I (the “Trust”). This Letter Agreement shall terminate (i) in the event that the Investment Advisory Agreement between the Trust and the Adviser terminates with respect to the Fund, (ii) at the sole discretion of the Fund’s Board of Trustees on 30 days’ prior written notice to the Adviser, or (iii) upon mutual agreement between the Adviser and the Fund’s Board of Trustees.

Effective July 1, 2021, and until at least until June 30, 2022, the Adviser hereby undertakes to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to the Fund’s distribution plan under Rule 12b-1 under the Investment Company Act of 1940, taxes, brokerage commissions and other transaction costs, interest payments, acquired fund fees and expenses, extraordinary expenses and dividend expenses on short sales (together the “Excluded Expenses”)) of the Fund to 0.30% of the average daily net assets attributable to shares of the Funds (the “Expense Cap”).

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided, that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation, or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.

Sincerely,

Impact Shares, Corp.

ACKNOWLEDGED AND ACCEPTED ON BEHALF OF:

Impact Shares Affordable Housing MBS ETF

IMPACT SHARES TRUST I

Exhibit (h)(9)

AMENDMENT

TO

TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment (“Amendment”) is made as of the __th day of June, 2021, by and between IMPACT SHARES TRUST I (formerly, Impact Shares Funds I Trust) (the “Trust”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).

BACKGROUND:

TERMS:

The parties hereby agree that:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.

APPENDIX A

(Amended and Restated as of June __, 2021)

Impact Shares NAACP Minority Empowerment ETF

Impact Shares YWCA Women’s Empowerment ETF

Impact Shares Sustainable Development Goals Global Equity ETF

Impact Shares Affordable Housing MBS ETF

Exhibit (i)(4)

		ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

July 19, 2021

Ladies and Gentlemen:

We are furnishing this opinion in connection with Post-Effective Amendment No. 18 under the Securities Act of 1933, as amended, and Amendment No. 21 under the Investment Company Act of 1940, as amended, to the Registration Statement on Form N-1A of Impact Shares Trust I (the “Trust”) for the registration of an indefinite number of shares of beneficial interest (the “Shares”) of its Impact Shares Affordable Housing MBS ETF series (the “Fund”).

In connection with this opinion, we have examined:

(a) A copy of the Certificate of Trust of the Trust, dated May 19, 2016, as amended, certified by the Secretary of State of the State of Delaware.

(b) A copy of the Amended and Restated Agreement and Declaration of Trust of the Trust, dated January 31, 2018, as amended.

(c) A copy of the By-Laws of the Trust.

(d) Such other certificates, documents, and records as we have deemed necessary for the purpose of this opinion.

We are familiar with the action taken by the Board of Trustees of the Trust to authorize the issuance of the Shares. We assume that appropriate action has been taken to register or qualify the sale of the Shares under any applicable state and federal laws regulating offerings and sales of securities. We have also assumed that each of the Shares will be sold for the consideration described in the Registration Statement of the Trust on Form N-1A, as amended to the date of such sale, and that such consideration will in each event be at least equal to the net asset value per Share of such Shares.

[The remainder of this page has been intentionally left blank]

Based upon and subject to the foregoing, we are of the opinion that the Shares being registered have been duly authorized and when sold will be validly issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Exhibit (m)(2)

EXHIBIT A TO RULE 12b-1 DISTRIBUTION AND SERVICING PLAN

As of July 16, 2021

The fees payable to the Distributor under this Plan shall not exceed, with respect to a particular Fund, if applicable, on an annualized basis, the percentage of such Fund’s average daily net assets set forth below next to the Fund’s name.

Exhibit (p)(3)

ADVISORY CODE of ETHICS

pursuant to Rule 204A-1 under the Advisers Act

initially effective November 2018

revised:

January 2020

February 15, 2021

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ADVISORY CODE of ETHICS

Community Capital Management, Inc. (hereinafter, “Adviser”), in accordance with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”), has approved and adopted this Code of Ethics (“Code”). This Code sets forth the general fiduciary principles and standards of business conduct to which all the Adviser’s Supervised Persons and Access Persons are subject. This Code further sets forth policies and procedures that are reasonably designed to prevent Supervised Persons and Access Persons, as defined herein, from engaging in conduct prohibited by the Advisers Act and establishes reporting requirements for these Supervised Persons and Access Persons. Certain capitalized terms used in this Code and not defined in the text herein, such as “Access Persons”, are defined in Appendix A-1. It is common for an individual to be considered both a Supervised Person and an Access Person.

ABOUT THE ADVISER AND THIS CODE OF ETHICS

The Adviser is an investment adviser registered with the Securities and Exchange Commission (“SEC”) pursuant to the Advisers Act. Adviser acts as investment adviser to separately managed accounts and investment adviser to open-end investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Registered Funds” or “Reportable Funds”). A current list of all Reportable Funds is attached as Appendix A-2. This list should be interpreted to include any new Funds managed by the Adviser, regardless of whether Appendix A-2 has been updated.    

This Code is based on the principle that the Adviser owes a fiduciary duty to its Clients, and that all Supervised Persons must avoid activities, relationships, and interests that may present an actual or perceived conflict of interest. At all times, Supervised Persons must comply with applicable law, put the interests of clients first, avoid using knowledge of Adviser activity for their own personal advantage, and observe the spirit of this Code of Ethics. Doubtful situations should be resolved in favor of the Adviser’s clients; compliance with the letter but not the spirit of the Code is not sufficient.

Nothing in this Code prohibits a Supervised Person or Access Person from reporting possible securities law violations or any other disclosure that is protected by “whistleblower” laws or regulations to any governmental agency or entity, including, but not limited to, the US Department of Justice, the SEC, or any other entity.

WHO IS COVERED BY THE CODE OF ETHICS

This Code applies generally to all partners, officers, directors (or other persons occupying a similar status or performing similar functions), employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser (hereinafter “Supervised Persons”) as determined by the Adviser’s Chief Compliance Officer (“CCO”). Certain sections apply only to Access Persons as defined in Appendix A-1.

The Code will not apply to those parties that are either consultants, affiliated employees or part time employees who are performing non-investment related duties for the firm, have agreed to sign a non-disclosure agreement (“NDA”), and comply with the Adviser’s Prohibition on Use of Inside Information Policy as set forth herein. It is the responsibility of each Supervised Person or Access Person to report to the Adviser’s CCO immediately any known or suspected violations of this Code, the Compliance Manual, the policies and procedures contained therein, or of any other activity of any person that could constitute a violation of law. If you are aware of any activity in this regard, you should contact the CCO immediately. Disciplinary action may result against a Supervised Person or Access Person who failed to report a potential violation.

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The Adviser will ensure that Supervised Persons and Access Persons are not subject to retaliation in their employment because of reporting a known or suspected violation.

THINGS YOU NEED TO KNOW TO USE THIS CODE

There are three forms of reporting that Supervised Persons and Access Persons must engage in under this Code: the initial and annual submissions of information (including security holdings) on the Adviser’s automated compliance system and the electronic submissions of quarterly transactions reports. Information regarding access to the automated compliance system is available from the CCO or his or her designee.

All Supervised Persons and Access Persons must acknowledge within the automated compliance system that they have received, read, and understood this Code and must renew that acknowledgment on an annual basis. As part of the annual renewal, Supervised Persons and Access Persons will be required to make certifications that they have in fact complied with this Code during the prior year.

The CCO has the authority to grant written waivers of the provisions of this Code in appropriate instances. However, (i) it is expected that waivers will be granted only in rare instances and, (ii) some provisions of the Code are prescribed by SEC rules and cannot be waived. These immutable provisions include, but are not limited to, the requirements that Access Persons file reports and obtain pre-approval of investments in IPOs, ICOs, and Limited Offerings.

The CCO will review the terms and provisions of this Code at least annually and make amendments as necessary. Any amendments to this Code will be provided to all Supervised Persons and Access Persons.

GENERAL FIDUCIARY PRINCIPLES

It is the policy of the Adviser to act in the best interest of its clients and on the principles of full disclosure, good faith and fair dealing. The Adviser recognizes that it has a fiduciary duty to its clients. Acting as a fiduciary requires that the Adviser, consistent with its other statutory and regulatory obligations, acts solely in the clients’ best interests when providing investment advice and engaging in other activities on behalf of clients. The Adviser and its Supervised Persons and Access Persons must seek to avoid situations which may result in potential or actual conflicts of interest with these duties. To this end, the following principles apply:

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If there is any doubt or uncertainty about what this Code requires or permits, ask the CCO. Do NOT guess at the answer.

COMPLIANCE WITH THE FEDERAL SECURITIES LAWS

Supervised Persons are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include the following:

CONFLICTS OF INTEREST

All Supervised Persons and Access Persons must avoid establishing financial interests or outside affiliations which may create a conflict, or appear to create a conflict, between the Supervised Person or Access Person’s personal interests and the interests of the Adviser or its clients. A potential conflict of interest exists whenever a Supervised Person or Access Person has a direct financial or other personal interest in any transaction or proposed transaction involving the Adviser or any of its clients. A conflict of interest may also exist where the Supervised Person or Access Person has an indirect interest in a transaction, for example, because the transaction will benefit someone with whom the Supervised Person or Access Person has a personal relationship.

In such situations, Supervised Persons and Access Persons must disclose the conflict to the CCO and recuse themselves from the decision-making process with respect to the transaction in question and from influencing or appearing to influence the relationship between the Adviser or any of its clients and the customer involved. Supervised Persons and Access Persons may not use non-public knowledge of a pending or currently considered securities transaction for a client to profit personally, directly or indirectly, as a result.

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CONFLICT OF INTEREST BETWEEN THE ADVISER AND CLIENTS

In certain instances, the Adviser’s relationship with a client may require the Adviser to place the client’s interest above its own interests. If a Supervised Person or Access Person becomes aware of a situation where the Adviser’s pursuit of its own interests in a transaction appears to conflict with its obligations to a client, he or she should bring the situation to the immediate attention of the CCO.

THE APPEARANCE OF A CONFLICT OF INTEREST MUST BE AVOIDED

All Supervised Persons and Access Persons are expected to be objective in making business decisions and to avoid any improper interest or influence that could arguably impair that objectivity. In determining whether there is an appearance of conflict, each Supervised Person and Access Person should determine whether a reasonable, disinterested observer (i.e., investor, supplier, broker, an acquaintance, examiner, or government representative) would have any grounds to believe that

If a Supervised Person or Access Person’s participation in a decision-making process would raise the appearance of conflict of interest, the Supervised Person or Access Person should inform the CCO immediately.

OUTSIDE BUSINESS ACTIVITIES

All Supervised Persons’ board memberships, advisory positions, trade group positions, management positions, or involvement with public or private companies must be fully disclosed and submitted for prior approval to the CCO except for purely charitable or civic involvements which do not impinge on the Supervised Person’s work commitment to the Adviser. Approval must be obtained through the CCO and will ordinarily require consideration by Senior Management of the Adviser. The Adviser can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent, subsidiary, or affiliate of the Adviser.

No Supervised Person shall serve on the board of directors of a publicly traded company unless the Supervised Person receives prior authorization from the Adviser’s CCO based upon a determination that the board service would be consistent with the interests of the Adviser’s clients. In the event the board service is authorized, the Adviser will ensure appropriate controls are in place to mitigate and to disclose any associated conflicts of interest.

PREFERENTIAL TREATMENT

Supervised Persons must make investment decisions, undertake commitments, and perform their duties and obligations without favoritism of any kind. Business and contracts must be awarded based on merit. A Supervised Person should not actively seek nor accept a discount on any item for personal use from a business contact. If such a person extends preferential treatment (for example, offers a discount) to a Supervised Person in a personal transaction, the Supervised Person must have the preferential treatment pre-approved by the CCO before proceeding with the transaction.

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BORROWING

Supervised Persons should borrow only from reputable organizations that regularly lend money. Borrowing from relatives, however, is not subject to restriction. If a Supervised Person borrows from any financial institution, the loan must not involve favored treatment of any kind based upon their employment or engagement with Adviser.

GIFTS AND GRATUITIES

No Supervised Person may give or receive on their own behalf or on behalf of the Adviser any gift or other accommodation which has a value more than a de minimis amount (currently $100) from any vendor, broker, public company, securities salesman, client or prospective client of the Adviser (a “business contact”). No Supervised Person may accept cash gifts or cash equivalents from any such person. This prohibition applies equally to gifts to members of the Family (or Household) of a Supervised Person. Any gifts or accommodations of more than a de minimis amount must be submitted to the CCO for prior approval. The CCO will maintain documentation of all such requests and resulting approvals or denials.

No Supervised Person may give on their own behalf or on behalf of the Adviser any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient. (These policies are not intended to prohibit normal business entertainment.)

ENTERTAINMENT AND MEALS

Payment for entertainment or meals where the Supervised Person is not accompanied by the person purchasing the entertainment or meals is considered a gift, subject to the rules discussed above. Acceptance of meals and entertainment where the host is present is generally permitted. However, the acceptance of lavish entertainment or excessively frequent entertainment is generally inappropriate and should be refused. Entertainment in poor taste or that adversely reflects on the morals or judgment of the individuals attending the event is considered inappropriate and should be refused. Individuals involved in the purchase of equipment, supplies, and services may not accept entertainment or meals from a vendor or potential vendor except if business is to be discussed. Finally, under no circumstances should entertainment be accepted which may improperly affect or be construed to improperly affect any future dealing with that person.

STANDARDS OF BUSINESS CONDUCT

GENERAL

Supervised Persons are expected to conduct themselves at all times in a manner consistent with the highest professional standards. Each Supervised Person accordingly must devote his or her attention and skills to the performance of his or her responsibilities and must avoid activities that interfere with that responsibility or that are detrimental to the Adviser and its reputation.

COMMUNICATIONS WITH CLIENTS

All communications with clients, whether verbal or written, must convey information clearly and fairly. Supervised Persons must comply with Adviser’s policies and procedures regarding Advertising and Performance Reporting. Exaggerated, unwarranted, or misleading statements or claims are prohibited.

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DISCLOSURE OF CONFIDENTIAL INFORMATION

In the course of conducting business, Supervised Persons and Access Persons may become privy to confidential information about Adviser, its present and prospective clients, and service providers. It is a violation of this Code, and in some cases, a violation of law, for any Supervised Person or Access Person to disclose to anyone other than another Supervised Person or Access Person any confidential information obtained while conducting business on behalf of the Adviser. Disclosure to other Supervised Persons or Access Persons should be made only when and to the extent necessary to further the legitimate business purposes of the Adviser. Supervised Persons and Access Persons may not use any such information in connection with their personal investments or investments of others subject to their control.

Client and Investor Information

Clients and investors in the Adviser have the right to expect the Adviser and its Supervised Persons and Access Persons to treat information concerning their business dealings confidentially. Accordingly, no one may divulge investor confidences except in accordance with the Adviser’s privacy policy and unless the party to whom a disclosure is made is legitimately a proper recipient of the information or the investor gives prior consent to the disclosure. Any such prior consent should be documented in advance of disclosure.

Company Information

Confidential information about Adviser, its parent, or other affiliated companies that is obtained by a Supervised Person or Access Person, including its clients, products, processes, financial condition, plans, patents, or licenses may not be disclosed to persons outside of the organization except with the approval of senior management and to further the legitimate business purposes of the Adviser.

Discretion should always be used when handling confidential client information or company information, and such information should never be disseminated to an unauthorized person. Supervised Persons and Access Persons are reminded that maintaining sensitive information off the firm’s premises or secure network is generally prohibited. In such cases where it is permitted, they should take appropriate care for its security. Specifically, Supervised Persons and Access Persons should avoid casually displaying documents or engaging in confidential business conversations in public places, including, but not limited to, elevators, hallways, restrooms, airports, and in public transportation. Supervised Persons or Access Persons are generally not permitted to take documents or computer files off the premises to work at home. In such cases where it is permitted, they should return all such materials to Adviser upon completion of the project. Any questions about the confidential nature of information or whether confidential information may be disclosed should immediately be referred to the CCO.

Corporate Assets

All information, products and services connected to or generated by the Adviser as a business are considered corporate assets to which the Adviser has ownership rights. Corporate property utilized or developed by Supervised Persons during their employment, including, but not limited to, files, analysis, reference materials, reports, written or e-mail correspondence, trade secrets, client lists, strategies, computer hardware and software, data processing systems, computer programs and databases, belongs exclusively to the Adviser both during employment and after the Supervised Person leaves the firm. Accordingly, all Supervised Persons are expected to protect the Adviser’s ownership of property including all information, products, and services and to return all information to the Adviser at termination of employment.

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Further, Supervised Persons are prohibited from misusing the Adviser’s corporate assets (including use of assets for a non-business purpose) and from misusing or removing those assets from the premises upon leaving the firm. Before beginning employment with the Adviser, each Supervised Person should give the CCO a copy of any non-competition, non-disclosure or similar agreement to which the Supervised Person is bound at the time of hiring. Any questions about this requirement should be raised with Senior Management.

MONEY LAUNDERING

Pursuant to the Adviser’s Anti-Money Laundering Policies and Procedures, every Supervised Person bears responsibility for recognizing suspicious transaction or investor activity that may constitute money laundering (including “structuring” of deposits) or may involve proceeds from unlawful activities such as drug trafficking or racketeering. In particular, Supervised Persons should be aware that even the simple receipt of funds, including through wire transfers, which are derived from illegal activities can subject them to prosecution for money laundering. Any suspicious deposit or customer activity which causes a Supervised Person concern about the source of an investor’s funds should be promptly reported to the CCO.

BRIBERY

Under federal law, it is illegal for the Adviser or any Supervised Person to pay, to offer to pay, or to authorize a payment of any money or other thing of value to

POLITICAL CONTRIBUTIONS / PAY-TO-PLAY

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The rule includes a de minimis exception that permits contributions of up to $350 for candidates for whom the contributor is entitled to vote, and $150 for candidates for whom the contributor is not entitled to vote. All requests in excess of $150 must be pre-cleared as indicated below, regardless of whether the Supervised Person is able to vote for the candidate.

Political contributions or gifts from the Adviser, their Supervised Persons and solicitors to persons who may be able to affect the award of business to the Adviser may raise various legal and regulatory issues. For instance, the SEC as well as many states and municipalities have rules disqualifying an adviser from managing assets for certain governmental entities if the adviser, any employee or an adviser’s solicitor have contributed to certain political organizations, candidates or state officials for office.

To avoid violating such rules, as well as to avoid the appearance of impropriety, all political contributions must be in compliance with the following procedures:

Pre-Approval of Contributions in Excess of $150. When making contributions, Supervised Persons must be sensitive when considering a contribution to a political party, PAC or person who is, or may in the future be, in a position to affect the award of business to the Adviser. Therefore, prior to making any political contribution or gift (including subscriptions, loans or deposit of money or anything of value given) to any political party (e.g., Republican, Democratic, Independent), Political Action Committees (“PAC”) or to any state or local official as defined by this policy more than $150 (whether in a lump sum or series of contributions in any calendar year), the Supervised Person should seek approval from the CCO or his or her designee.

Quarterly Reporting. All Supervised Persons will be requested to include as part of their Quarterly Transaction Report (submitted via the Adviser’s automated compliance system) their political contributions during the quarter. These contributions may include subscriptions, loans or deposits of money or anything of value given to any political party (e.g., Republican, Democratic, Independent), PAC or to any state official as defined by this policy.

State officials are defined in this policy as any person, who was, at the time of the political contribution or gift, a candidate for governor, treasurer or a legislative seat. A PAC is defined as a private group organized to elect or defeat government officials in order to promote legislation that is often favorable to that group’s purpose or mission. The quarterly report will ask the Supervised Person to disclose the name of recipient, amount of the contribution or gift value, office and state of the campaign and the date of the contribution. Additionally, each Supervised Person will indicate whether they are entitled to vote for the recipient of their political contribution.

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Separation of Political and Employment Activities. All political activities of Supervised Persons must be kept separate from employment and expenses may not be charged to the Adviser. Supervised Persons may not conduct political activities during working hours or use the Adviser’s facilities for political campaign purposes without the prior written approval of the CCO or his or her designee.

No Contribution on Behalf of the Adviser. Supervised Persons may not make political contributions on behalf of the Adviser to any political party, or in connection with any federal, state, or local campaigns, except with the prior written approval of the CCO or his or her designee.

RELATIONS WITH REGULATORS

It is the Adviser’s policy to cooperate with government authorities and regulators during routine audits and examinations, as well as inquiries and investigations. The CCO or his or her designee must immediately be made aware of any requests from government authorities or regulators and should be involved in responding to all such inquiries to be certain that the Adviser is providing complete and accurate information to regulators, as well as to ensure awareness of pending inquiries that may require the maintenance of certain records.

PROHIBITION ON USE OF INSIDE INFORMATION

The Adviser and its personnel may have access to confidential information about clients, investment advice provided to clients, securities transactions being affected for client accounts and other sensitive information. In addition, from time to time, the Adviser or its personnel may come into possession of information that is “material” or “nonpublic” (each as defined below) concerning a company or the trading market for its securities.

Section 204A of the Advisers Act requires that an adviser establish, maintain and enforce written policies and procedures reasonably designed to prevent the Adviser and its Access Persons from misusing material, nonpublic information. Supervised Person and Access Person violations of the laws against insider trading and tipping can expose the Adviser and any Supervised Person or Access Person involved to severe criminal and civil liability. In addition, the Adviser and its personnel have ethical and legal responsibilities to maintain the confidences of the Adviser’s clients, and to protect as valuable assets confidential and proprietary information it has developed or that has been entrusted to it.

Although the Adviser respects the rights of their Supervised Persons and Access Persons to engage in personal investment activities, it is important to avoid any appearance of impropriety and remain in full compliance with the law and the highest standards of ethics. Accordingly, Supervised Persons and Access Persons must exercise good judgment when engaging in transactions which may involve information obtained from employment or engagement with the Adviser. If a Supervised Person or an Access Person has any doubt whether a situation requires refraining from making an investment or sharing information with others, this doubt should be resolved against taking this action unless the CCO determines that it is acceptable.

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It is unlawful for the Adviser or any of its Supervised Persons or Access Persons to use information for manipulative, deceptive, or fraudulent purposes. The kinds of activities prohibited include “front-running”, “scalping”, and insider trading (trading on inside information). “Front-running” refers to a practice whereby a Supervised Person takes a position in a security to profit based on his or her advance knowledge of upcoming trading for clients. “Scalping” occurs when Supervised Persons purchase securities for clients for the sole purpose of increasing the value of the same securities held in the Supervised Person’s personal accounts.

Depending upon the circumstances, the Adviser and any Supervised Person or Access Person involved may be exposed to potential insider trading or “tipping” liability under the federal securities laws if the Adviser or any Supervised Person or Access Person advises clients concerning, or executes transactions in, securities for which the Adviser possesses material, nonpublic information. In addition, the Adviser may be deemed to possess material, nonpublic information which is known by any of its Supervised Person and Access Persons, unless it has implemented procedures to prevent the flow of that information to others within the Adviser. The Adviser has implemented these procedures, called “Information Barrier” procedures.

An Information Barrier is a set of written policies and procedures designed to control and prevent the dissemination of nonpublic information concerning an issuer of securities between the various separate departments (or entities) which regularly come into possession of, or generate, this information. An Information Barrier also controls the dissemination of nonpublic information within a department (or entity).

An effective Information Barrier permits sales, trading, and other activities to continue in the ordinary course of business even though another department is in possession of material nonpublic information. It is critical that all Supervised Persons and Access Persons follow the specific Information Barrier policies and procedures set out below.

Supervised Persons and Access Persons are prohibited from disclosing material, nonpublic and other confidential information to any person inside the Adviser, except to the extent that the person has a bona fide “need to know” in order to carry out the Adviser’s business, including management and supervisory functions and the administration of Adviser’s compliance policies and procedures.

Even after trading in a security has been restricted, the dissemination of material, nonpublic, or confidential information concerning or relating to the security should continue to be on a need-to-know basis only.

Without limiting this general prohibition, Supervised Persons and Access Persons involved in transactional or other activities for any department (or entity) which results in the receipt or generation of material, nonpublic or confidential information (“Transactional Supervised Persons and Access Persons”) must be particularly careful that they do not transmit this information to Supervised Persons and Access Persons involved with trading activities and other non-transactional Supervised Persons and Access Persons (“Non-Transactional Supervised Persons and Access Persons”). Transactional Supervised Persons and Access Persons (or other Supervised Persons and Access Persons possessing inside information) may not give, and Non-Transactional Supervised Persons and Access Persons may not ask for, this information. As a general matter, Transactional Supervised Person and Access Persons should not discuss specific issuers of securities or transactions that are or might become the subject of a firm assignment with Non-Transactional Supervised Persons or Access Persons.

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INSIDE INFORMATION POLICY

The Adviser has adopted the following policies and procedures (i) to ensure the propriety of Supervised Person and Access Person trading activity; (ii) to protect and segment the flow of material, nonpublic, and other confidential information relating to client advice and securities transactions, as well as other confidential information; (iii) to avoid possible conflicts of interest; and (iv) to identify trades that may violate the prohibitions against insider trading, tipping, front-running, scalping, and other manipulative and deceptive devices contained in federal and state securities laws and rules.

No Supervised Person or Access Person shall engage in transactions in any securities while in possession of material, nonpublic information regarding the securities (“insider trading”). Nor shall any Supervised Person or Access Person communicate this material, nonpublic information to any person who might use the information to purchase or sell securities (“tipping”). The term “securities” includes options or derivative instruments on those securities and other securities that are convertible into or exchangeable for those securities.

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Protection of Material, Nonpublic Information

On occasion, a company may, to seek investors in restricted or private placement securities issued by it, send to the Adviser materials that contain material, nonpublic or other confidential information. Typically, these materials will be accompanied by a transmittal letter (and an inner, sealed package) that indicates the confidential nature of the enclosed materials and that the opening of the inner package constitutes an agreement to maintain the confidentiality of the information. In this circumstance, any Supervised Person or Access Person receiving any of these materials should not open the inner package but should immediately consult with the CCO.

If a Supervised Person or Access Person should come into possession of information concerning any company or the market for its securities that the Supervised Person or Access Person believes may be material and nonpublic, the Supervised Person or Access Person should notify the CCO immediately. In addition, the Supervised Person or Access Person shall refrain from either disclosing the information to others or engaging in transactions (or recommending or suggesting that any person engage in transactions) in the securities to which the information relates without the prior written approval of the CCO.

Protection of Other Confidential Information

Information relating to past, present, or future activities of the Adviser, its affiliates or clients that has not been publicly disclosed shall not be disclosed to persons, within or outside of the Adviser, except for a proper purpose. Supervised Person and Access Persons are expected to use good judgment when conveying information in these areas to others.

In addition, information relating to another Supervised Person or Access Person’s medical, financial, employment, legal, or personal affairs is confidential and may not be disclosed to any person, within or outside of the Adviser, without the Supervised Person or Access Person’s consent or for a proper purpose authorized by the CCO.

Procedures to Safeguard Material, Nonpublic and Other Confidential Information

In handling material, nonpublic and other confidential information, including Advisory Information, Supervised Person and Access Persons shall take appropriate steps to safeguard the confidentiality of this information. When not in use, all documents (whether in paper or electronic form) containing

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confidential information should be stored in secure areas. Under no circumstances should confidential documents be left on desks, counter tops, or floors where others can see them. Nor should any Supervised Person or Access Person review or work on any confidential documents in any setting that would permit others to see the documents, such as in airplanes or public spaces.

RESTRICTIONS ON PERSONAL TRADING ACTIVITY

GENERAL POLICIES

No Supervised Person or Access Person shall, in connection with the direct or indirect purchase or sale of a Security “held or to be acquired” by a client, do any of the following:

No Supervised Person or Access Persons, nor any member of their Immediate Family or Household, may trade with respect to a security or issuer at a time when that person knows or should know that he or she is in possession of material nonpublic information about the issuer or security.

RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS BY ACCESS PERSONS.

Each Access Person shall take whatever action is necessary to direct his or her broker to effectuate, on a timely basis, electronic submission into the Adviser’s automated compliance system of trade confirmations for transactions within securities accounts in which the Access Person has a direct or indirect Beneficial Ownership interest other than those capable of holding only Exempt Securities. Private securities transactions and holdings shall be reported by the Access Person on appropriate forms and within the Adviser’s automated compliance system. It is the responsibility of each Access Person to ensure that authorization to obtain electronic data is provided. Any accounts not eligible for electronic submission of trades which are unable to be moved to another broker will be reviewed by the CCO on a case-by-case basis.

Pre-clearance of Investments in IPOs, ICOs or Limited Offerings

Access Persons may not directly or indirectly acquire Beneficial Ownership in any Securities in an IPO, ICO or a Limited Offering without obtaining, in advance of the transaction, clearance from Adviser’s CCO or his or her designee. To obtain pre-clearance, the Access Person must submit a request to the CCO or his or her designee, through the Adviser’s automated compliance system. The CCO or his or her designee must review each request for approval and record the decision regarding the request through the Adviser’s automated compliance system. The general standards for granting or denying pre-clearance are whether the securities are under active or potential consideration for client accounts, and whether any conflict of interest exists between the Adviser and its clients. The CCO shall also consider whether the investment opportunity should be reserved for investors, and whether the opportunity is being offered to an individual by virtue of his or her position with the Adviser. The CCO or his or her designee retains authority to grant pre-clearance in exceptional circumstances for good cause. If pre-clearance is obtained for an IPO or ICO, the approval is valid until the execution of the transaction, although the CCO or his or her designee may revoke a pre-clearance any time after it is granted and before the transaction is executed.

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Access Persons who have been authorized to acquire securities in a Limited Offering must disclose that investment when they play a part in any subsequent consideration of an investment in the issuer by the Adviser. In such circumstances, the decision to purchase securities of the issuer should be subject to an independent review by investment personnel of the Adviser with no personal interest in the issuer.

Pre-clearance of Investments in Publicly-Traded Securities

Access Persons may not buy or sell Securities, other than Exempt Securities or Reportable Funds, for any account in which he or she has any direct or indirect Beneficial Ownership, unless such person obtains, in advance of the transaction, clearance for that transaction from the CCO or his or her designee. In the event that a Security is being donated or gifted, the transaction should be pre-cleared as a sale with a comment from the access person noting that it is a gift or donation. The general standards for granting or denying pre-clearance are discussed below, although the CCO or his or her designee retains authority to grant pre-clearance in exceptional circumstances for good cause.

When and how pre-clearance must be obtained

Access Persons must obtain pre-clearance prior to acquiring or disposing of a direct or indirect Beneficial Ownership interest in any Security, other than Exempt Securities or Reportable Funds.

In order to obtain pre-clearance, an Access Person must submit to the CCO or his or her designee a request through the Adviser’s automated compliance system. If the transaction is approved by the CCO or his or her designee, that approval is valid only for the day on which it is granted. The CCO or his or her designee may revoke a pre-clearance any time after it is granted and before the transaction is executed.

When might pre-clearance be denied

Pre-clearance will be denied for a Security contained within a Restricted or Watch List, which may include instances when the Adviser is trading or considering the Security at issue for a client account. Additionally, the CCO or his or her designee retains the right to deny pre-clearance for any reason whatsoever, without disclosure of the basis for the denial to the Access Person.

BLACK OUT

No Access Person may buy or sell any publicly-traded Security within 2 days of its inclusion on Adviser’s trading rotation for an account or fund which is managed by the Adviser (also known as a Firm Trade), including re-balancing. Securities subject to a personal trading blackout will be placed for the length of the blackout on the Restricted List. This blackout includes both the day following AND the day prior to its inclusion on the Adviser’s trading rotation. A Firm Trade placed on Wednesday would result in a blackout period for Access Persons from Tuesday through Thursday.

Any personal transactions occurring within a blackout period which were pre-cleared prior to the placement of a Firm Trade will be assessed to determine whether the Access or Investment Person can establish that they had no knowledge of, or involvement with, the subsequent Firm Trade.

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Restricted or Watch List

The Adviser may maintain a Restricted or Watch list containing the names of Securities which are included on the Adviser’s trading rotation, or which are otherwise determined to be at risk for potential conflicts of interest. The contents of the Restricted or Watch List are to be maintained by the CCO or his or her designee. The basis for denials related to a Security’s presence on the Restricted or Watch Lists are not required to be disclosed to the Access Person seeking pre-clearance.

In circumstances where Access Persons are either on the board or have another role with a publicly traded company, blackout periods will be imposed in advance of quarterly earnings information release. In addition, blackouts will be imposed upon any Access Person’s receipt of potentially material non-public information on any security. Access Persons are obligated to provide the CCO with information immediately upon receipt of potentially material non-public information. (as outlined within the section of this Code relating to the Prohibition of Use of Insider Information.)

REPORTING REQUIREMENTS & PROCEDURES

To provide the Adviser with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons, the following reporting requirements regarding personal securities transactions apply.

INITIAL HOLDINGS REPORTS:

Within ten days after a person becomes an Access Person, such person shall submit to the CCO or his or her designee (through the Adviser’s automated compliance system) a holdings report containing, at a minimum, (a) the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security (other than an Exempt Security) in which the person have any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the person maintains an account in which any Securities other than Exempt Securities are held for the person’s direct or indirect benefit; and (c) the date the person submits the report. The holdings report must be current as of a date no more than 45 days prior to the date the person became an Access Person. Initial holdings should be contained within an account statement from the financial institution which should be uploaded into the automated compliance system.

ANNUAL HOLDINGS REPORTS:

In accordance with the Adviser’s standard compliance calendar, an Access Person shall certify the accuracy and completeness of reports of current holdings available through the Adviser’s automated compliance system, as of a date no more than thirty (30) days prior to the date the report is submitted. Each annual holdings system report must contain, at a minimum, (a) the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Security (other than an Exempt Security) in which the Access Person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any Securities other than Exempt Securities are held for the Access Person’s direct or indirect benefit; and (c) the date the Access Person submits the report.

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QUARTERLY TRANSACTION REPORT:

Each Access Person shall certify the accuracy and completeness of reports showing all transactions in Securities (other than Exempt Securities) in which the Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, as well as all accounts established with brokers, dealers or banks during the quarter in which any Securities, other than Exempt Securities, were held for the direct or indirect beneficial interest of the Access Person and any gifts or political contributions made during the preceding quarter. Such reports shall be submitted through the automated compliance system no later than 30 days after the end of each calendar quarter. Each quarterly transaction report must contain, at a minimum, (a) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount, and, as applicable, the exchange ticker symbol or CUSIP number, of each Security (other than an Exempt Security) involved; (b) the nature of the transaction (i.e., purchase, sale or another type of acquisition or disposition); (c) the price of the Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted by the Access Person.

RECORDKEEPING

In accordance with Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act, the Adviser shall maintain records at its principal place of business in the manner and to the extent set forth below:

ADMINISTRATION OF THE CODE

The CCO or his or her designee is responsible for the Administration of the Code of Ethics. He or she may delegate duties related to its administration; however, ultimate responsibility remains with the CCO.

CONFIDENTIALITY

The Adviser endeavors to maintain the confidentiality of all requests and reports and any other information filed pursuant to this Code. Such reports and related information, however, may be produced to the SEC and other regulatory agencies.

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APPENDIX A-1. DEFINITIONS

The definitions and terms used in this Code are intended to have the same meanings as they do under the Advisers Act and the other federal securities laws. If a definition hereunder conflicts with the definition in the Advisers Act or other federal securities laws, or if a term used in this Code is not defined, the definitions and meanings in the Advisers Act or other federal securities laws, as applicable, should be followed.

Access Person means: Any Supervised Person (i) who has access to nonpublic information regarding any clients’ purchase or sale of securities or to nonpublic information regarding the portfolio holdings of any reportable fund, (ii) who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic, (iii) any other person (whether or not an Access Person of the Adviser, such as a consultant) who is subject to Adviser’s supervision and control who has access to nonpublic information regarding any purchase or sale of securities of any client or has access to nonpublic information about the portfolio holdings of any client, or (iv) who is designated by the CCO, in his or her discretion, to be an Access Person. All of Adviser’s Supervised Persons are presumed to be Access Persons.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan is not considered to be under an Automatic Investment Plan.

Beneficial Ownership or Beneficially Owns takes its meaning from Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder. Specifically, a person is the “beneficial owner” of any securities in which he or she have a direct or indirect pecuniary (monetary) interest. Beneficial Ownership includes, but is not limited to securities or accounts held in the name or for the benefit of the following:

Control means the power to exercise a controlling influence over the management or policies of the Adviser. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of the Adviser shall be presumed to control the Adviser.