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, 2022

Date of reporting period: June 30, 2022

 


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

Impact Shares Affordable Housing MBS ETF

 

 

 

 

Annual Report

June 30, 2022


 

 

Impact Shares Trust I

Table of Contents

    

 

 

 

Letter to Shareholders

     1  

Definition of Comparative Indices

     2  

Management Discussion of Fund Performance

     3  

Schedules of Investments

     14  

Statements of Assets and Liabilities

     25  

Statements of Operations

     27  

Statements of Changes in Net Assets

     29  

Financial Highlights

     33  

Notes to Financial Statements

     35  

Report of Independent Registered Public Accounting Firm

     56  

Board of Trustees and Officers of the Trust

     58  

Disclosure of Fund Expenses

     61  

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

     62  

Review of Liquidity Risk Management Program

     66  

Notice to Shareholders

     67  

Supplemental Information

     69  

 

 

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, 2022 (Unaudited)

 

 

 

Dear Impact Shares Funds Shareholder:

At Impact Shares we invest in change. Our equity ETFs 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 equity 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. During the year we launched our first fixed income ETF which seeks to invest in the dignity of homeownership for traditionally underserved communities.

The indices which our equity 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 Comparative Indices

June 30, 2022 (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 U.S. 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 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.

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.

 

2


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (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 “Parent Index”). The Fund’s underlying benchmark is the Morningstar Women’s Empowerment Index (the “Underlying Index”). The Parent Index is our primary broad-market benchmark for the Fund’s performance. We also consider the Lipper Large-Cap Core Universe when evaluating the Fund’s performance. From July 1, 2021 through June 30, 2022 (the “Reporting Period”), the total return for the Fund was -11.98%, and the return for the Underlying Index was -11.32%. In comparison to the Fund’s performance, during the Reporting Period, the Parent Index’s total return was -13.61% and the total return of the Lipper Large-Cap Core Universe was -11.98%.

The trailing twelve months ending June 2022 was defined by the S&P 500 negative 20.6% performance during the first half of 2022, the worst start to a year in 50 years. Much of these downward trends can be attributed to a combination of Federal Reserve rate tightening and declining investor confidence. Even after the recent rout of tech stocks (the tech-heavy NASDAQ is down 29.5%), the top 6 holdings in the S&P 500 still make up 22% of the index, and 5 out of 6 of those holdings (TSLA is the only “non” technology stock out of those 6) are technology names, which typically experience a relatively high negative correlation with interest rates due to their terminal values representing a higher proportion of overall enterprise value.

The Fund outperformed the broad parent index and performed in line with the lipper category, with the removal of fossil fuel sectors and replacement with alternative energy being a top contributor as commodities rallied due to increased demand and supply constraints attributable to the war in the Ukraine. On an individual security level, the top negative detractors to the Fund’s performance during the Reporting Period were dominated by high growth technology companies Meta, Amazon and Paypal. The top positive contributors to the Fund’s performance during the Reporting Period were Verizon, Morgan Stanley and Bristol-Myers Squibb.

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, 2022 (Unaudited)

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

    

AVERAGE TOTAL RETURN FOR THE YEAR ENDED

JUNE 30, 2022

     ONE YEAR RETURN   THREE YEAR
RETURN
 

ANNUALIZED
INCEPTION TO

DATE*

     Net
Asset
Value
  Market
Price
  Net
Asset
Value
  Market
Price
  Net
Asset
Value
   Market
Price
Impact Shares YWCA Women’s Empowerment ETF    -11.98%   -12.22%   14.62%   14.57%   12.55%    12.49%
Morningstar® Women’s Empowerment Index    -11.32%   -11.32%   10.20%   10.20%   8.93%    8.93%

Morningstar® US Large-Mid Cap Index

   -13.61%   -13.61%   9.56%   9.56%   9.66%    9.66%

 

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.

 

4


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

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 indices on page 2.

 

5


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (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 “Parent Index”). The Fund’s underlying benchmark is the Morningstar Minority Empowerment Index (the “Underlying Index”). The Parent Index is our primary broad-market benchmark for the Fund’s performance. We also use the Lipper Large-Cap Core Universe when evaluating the Fund’s performance. From July 1, 2021 through June 30, 2022 (the “Reporting Period”), the total return for the Fund was -12.70%, and the return for the Underlying Index was -12.17%. In comparison to the Fund’s performance, during the Reporting Period the Parent Index’s total return was -13.61% and the total return of the Lipper Large-Cap Core Universe was -11.98%.

The trailing twelve months ending June 2022 was defined by the S&P 500 negative 20.6% performance during the first half of 2022, the worst start to a year in 50 years. Much of these downward trends can be attributed to a combination of Federal Reserve rate tightening and declining investor confidence. Even after the recent rout of tech stocks (the tech-heavy NASDAQ is down 29.5%), the top 6 holdings in the S&P 500 still make up 22% of the index, and 5 out of 6 of those holdings (TSLA is the only “non” technology stock out of those 6) are technology names, which typically experience a relatively high negative correlation with interest rates due to their terminal values representing a higher proportion of overall enterprise value.

The Fund outperformed the broad parent index and performed in line with the lipper category, with the removal of fossil fuel sectors and replacement with alternative energy being a top contributor as commodities rallied due to increased demand and supply constraints attributable to the war in the Ukraine. On an individual security level, the top negative detractors to the Fund’s performance during the Reporting Period were dominated by high growth technology companies Meta, Amazon and Paypal. The top positive contributors to the Fund’s performance during the Reporting Period were S&P Global, Morgan Stanley and Bristol-Myers Squibb.

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.

 

6


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

    

AVERAGE TOTAL RETURN FOR THE YEAR ENDED

JUNE 30, 2022

     ONE YEAR RETURN   THREE YEAR
RETURN
  ANNUALIZED
INCEPTION TO
DATE*
     Net
Asset
Value
  Market
Price
  Net
Asset
Value
  Market
Price
  Net
Asset
Value
   Market
Price
Impact Shares NAACP Minority Empowerment ETF    -12.70%   -12.70%   11.48%   11.65%   10.57%    10.63%

Morningstar Minority Empowerment Index

   -12.17%   -12.17%   8.79%   8.79%   8.55%    8.55%

Morningstar US Large-Mid Cap® Index

   -13.61%   -13.61%   9.56%   9.56%   8.73%    8.73%

 

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.

 

7


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

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 indices on page 2.

 

8


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (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 seeks to exhibit risk and return characteristics similar to those of the Morningstar® Global Markets Large-Mid Index (the “Parent Index”). The Fund’s underlying benchmark is the Morningstar® Societal Development Index (the “Underlying Index”). The Parent Index is our primary broad-market benchmark for the Fund’s performance. We also use the Lipper Global Large-Cap Core Universe when evaluating the Fund’s performance. From July 1, 2021 through June 30, 2022 (the “Reporting Period”), the total return for the Fund was -12.29%, and the return for the Underlying Index was -13.18%. In comparison to the Fund’s performance, during the Reporting Period, total return of the Parent Index was -15.71%, and total return of the Lipper Global Large-Cap Core Universe Classification was -16.08%.

The trailing twelve months ending June 2022 was defined by the S&P 500 negative 20.6% performance during the first half of 2022, the worst start to a year in 50 years. Much of these downward trends can be attributed to a combination of Federal Reserve rate tightening and declining investor confidence. Even after the recent rout of tech stocks (the tech-heavy NASDAQ is down 29.5%), the top 6 holdings in the S&P 500 still make up 22% of the index, and 5 out of 6 of those holdings (TSLA is the only “non” technology stock out of those 6) are technology names, which typically experience a relatively high negative correlation with interest rates due to their terminal values representing a higher proportion of overall enterprise value.

The Fund outperformed the broad parent index and performed in line with the lipper category, with the removal of fossil fuel sectors and replacement with alternative energy being a top contributor as commodities rallied due to increased demand and supply constraints attributable to the war in the Ukraine. On an individual security level, the top negative detractors to the Fund’s performance during the Reporting Period were JP Morgan Chase, Intel and Salesforce. The top positive contributors to the Fund’s performance during the Reporting Period were Merk, Banco Santander and Fortescue Metals.

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.

 

9


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

    

AVERAGE TOTAL RETURN FOR THE YEAR ENDED

JUNE 30, 2022

     ONE YEAR
RETURN
  THREE YEAR
RETURN
  ANNUALIZED
INCEPTION TO
DATE*
     Net
Asset
Value
  Market
Price
  Net
Asset
Value
  Market
Price
  Net
Asset
Value
   Market
Price
Impact Shares Sustainable Development Goals Global Equity ETF    -12.29%   -12.17%   5.99%   6.16%   6.00%    6.27%

Morningstar Societal Development Index

   -13.18%   -13.18%   4.94%   4.94%   5.16%    5.16%

Morningstar Global® Markets Large-Mid Index

   -15.71%  

-15.71%

  6.47%  

6.47%

  5.73%   

5.73%

 

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.

 

10


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

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 indices on page 2.

 

11


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

OWNS

The Impact Shares Affordable Housing MBS ETF (the “Fund”) seeks to approximate the broader agency mortgage-backed securities (MBS) market by investing in MBS backed by pools of mortgage loans made to minority families, low- and moderate-income (LMI) families, and/or families that live in persistent poverty areas. OWNS seeks to invest in the dignity of homeownership for these traditionally underserved communities. Home loans include those in census tracts where more than 50% of the population is non-white and at least 40% of the population is living at or below the poverty line. Additionally, OWNS will include loans in counties where 20% or more of the population has lived in poverty for more than 20 years and loans to minority borrowers or loans originated in a census tract where more than 50% of the population is a minority. OWNS also looks to invest in MBS backed by pools of loans sourced from non-traditional originators including Community Development Financial Institutions (CDFIs) and minority-owned banks. The Fund’s inception date was July 26, 2021. Since inception through June 30, 2022 (the “Reporting Period”), the total return for the Fund was –9.22%, and the return for the Lipper US Mortgage Funds was -8.31%.

The first half of 2022 was marked by extreme volatility in both the equity and fixed income markets. In the second quarter, we began to see the effects of higher interest rates and inflation take a toll on the economy. The rate of inflation continued to rise throughout the first half, accelerating through June to levels not seen since the early 1980s. Subsequently, the Federal Reserve (Fed) raised the federal funds rate in June by 0.75%, the greatest one-time increase in over 25 years, to 1.75%. Despite signals that the economy is slowing, the Fed has stated its intention to remain diligent in combatting inflation.

Second quarter asset flows seemed to support increased levels of market fear and concerns over the implications of higher-than-expected inflation. With credit spreads widening to levels not seen since 2012 and the worst half-year performance in the S&P 500 in 50 years, both the credit and stock markets looked to be signaling a recession. Estimates for second-half of 2022 economic growth have been lowered as evidence points to the stress of greater inflation and higher interest rates.

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.

 

12


 

 

Impact Shares Trust I

Management Discussion of Fund Performance

June 30, 2022 (Unaudited)

 

 

 

Growth of a $10,000 Investment

(at Net Asset Value)

 

     AVERAGE TOTAL RETURN FOR THE  PERIOD
ENDED JUNE 30, 2022
     CUMULATIVE INCEPTION TO DATE*
     Net Asset Value    Market Price

Impact Shares Affordable Housing MBS ETF

   -9.22%    -6.27%

Bloomberg U.S. MBS Index

   -9.43%    -9.43%

 

LOGO

* Fund commenced operations on July 26, 2021.

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 indices on page 2.

 

13


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares      Fair Value  

COMMON STOCK — 99.6%

     

Communication Services— 7.2%

 

AT&T

     13,383      $ 280,508    

Comcast, Cl A

     8,505        333,736  

Interpublic Group

     739        20,345  

Lumen Technologies

     1,696        18,503  

Meta Platforms, Cl A*

     4,227        681,604  

Omnicom Group

     393        24,999  

Paramount Global, Cl A

     4        109  

Paramount Global, Cl B

     1,122        27,691  

Verizon Communications

     7,895        400,671  

Walt Disney*

     3,411        321,998  

Warner Bros Discovery*

     4,063        54,526  
     

 

 

 
        2,164,690  
     

 

 

 

Consumer Discretionary— 10.3%

 

Amazon.com*

     10,920        1,159,813  

Aptiv*

     697        62,082  

Autoliv

     196        14,027  

Best Buy

     531        34,616  

Carnival*

     2,079        17,983  

Deckers Outdoor*

     67        17,108  

eBay

     1,635        68,131  

Etsy*

     306        22,402  

Expedia Group*

     386        36,604  

Ford Motor

     10,030        111,634  

Gap

     488        4,021  

General Motors*

     3,709        117,798  
Description    Shares      Fair Value  

Hasbro

     326      $ 26,693  

Hilton Worldwide Holdings

     709        79,011  

Lululemon Athletica*

     291        79,330  

Marriott International, Cl A

     698        94,935  

McDonald’s

     1,944        479,935  

PVH

     173        9,844  

Starbucks

     3,092        236,198  

Target

     894        126,260  

TJX

     3,018        168,555  

VF

     819        36,175  

Yum! Brands

     751        85,246  
     

 

 

 
        3,088,401  
     

 

 

 

Consumer Staples— 8.5%

 

Archer-Daniels-Midland

     1,062        82,411  

Brown-Forman, Cl A

     99        6,696  

Brown-Forman, Cl B

     344        24,135  

Campbell Soup

     371        17,827  

Church & Dwight

     458        42,438  

Clorox

     226        31,862  

Coca-Cola

     7,400        465,534  

Colgate-Palmolive

     1,592        127,583  

Conagra Brands

     895        30,645  

Estee Lauder, Cl A

     435        110,782  

General Mills

     1,143        86,239  

Hershey

     276        59,384  

J M Smucker

     207        26,498  

Kellogg

     480        34,243  

Kimberly-Clark

     636        85,955  

Kraft Heinz

     1,334        50,879  

Kroger

     1,260        59,636  

Molson Coors Beverage, Cl B

     350        19,079  

PepsiCo

     2,629        438,149  

Procter & Gamble

     4,584        659,133  

Tyson Foods, Cl A

     555        47,763  

Walgreens Boots Alliance

     1,360        51,544  
     

 

 

 
        2,558,415  
     

 

 

 

Energy— 5.5%

 

Baker Hughes, Cl A

     1,694        48,906  

Chevron

     3,640        526,999  

ConocoPhillips

     2,452        220,214  

Exxon Mobil

     7,974        682,893  

Occidental Petroleum

     1,671        98,389  

Phillips 66

     866        71,003  
     

 

 

 
        1,648,404  
     

 

 

 
 

 

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

14


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

Financials— 10.1%

 

Aflac

     1,148      $ 63,519  

Allstate

     538        68,181  

American Express

     1,160        160,799  

American International Group

     1,594        81,501  

Ameriprise Financial

     207        49,200  

Bank of America

     13,455        418,854  

Bank of New York Mellon

     1,388        57,893  

BlackRock, Cl A

     265        161,396  

Capital One Financial

     775        80,748  

Citigroup

     3,708        170,531  

Fifth Third Bancorp

     1,282        43,075  

First Republic Bank

     339        48,884  

Goldman Sachs Group

     647        192,172  

Hartford Financial Services Group

     640        41,875  

Huntington Bancshares

     2,683        32,276  

KeyCorp

     1,735        29,894  

Lincoln National

     312        14,593  

MetLife

     1,337        83,950  

Moody’s

     304        82,679  

Morgan Stanley

     2,673        203,308  

Northern Trust

     388        37,434  

Principal Financial Group

     456        30,456  

Progressive

     1,112        129,292  

Prudential Financial

     722        69,081  

Regions Financial

     1,754        32,888  

S&P Global

     662        223,134  

State Street

     685        42,230  

T Rowe Price Group

     426        48,398  

US Bancorp

     2,553        117,489  

Voya Financial

     198        11,787  

Wells Fargo

     5,083        199,101  
     

 

 

 
     3,026,618  
     

 

 

 

Health Care— 19.3%

 

Abbott Laboratories

     3,352        364,195    

AbbVie

     3,366        515,537  

Agilent Technologies

     565        67,105  

AmerisourceBergen, Cl A

     285        40,322  

Amgen

     1,059        257,655  

Baxter International

     981        63,010  

Becton Dickinson

     546        134,605  

Biogen*

     276        56,287  

BioMarin Pharmaceutical*

     338        28,010  

Bristol-Myers Squibb

     4,128        317,856  

Cardinal Health

     525        27,442  

Cigna

     620        163,382  

CVS Health

     2,510        232,577  

Elevance Health

     469        226,330  
Description    Shares      Fair Value  

Eli Lilly

     1,516      $ 491,533  

Embecta*

     191        4,836  

Gilead Sciences

     2,336        144,388  

Johnson & Johnson

     5,043        895,183  

Medtronic PLC

     2,578        231,375  

Merck

     4,777        435,519  

Pfizer

     10,791        565,772  

Quest Diagnostics

     227        30,186  

Regeneron Pharmaceuticals*

     202        119,408  

UnitedHealth Group

     517        265,547  

Vertex Pharmaceuticals*

     477        134,414  
     

 

 

 
     5,812,474  
     

 

 

 

Industrials— 6.2%

 

3M

     1,082        140,022  

Booz Allen Hamilton Holding, Cl A

     158        14,277  

Caterpillar

     1,017        181,799  

Cummins

     266        51,479  

Delta Air Lines*

     1,198        34,706  

Eaton PLC

     759        95,626  

Emerson Electric

     1,122        89,244  

General Electric

     2,083        132,624  

Johnson Controls International PLC

     1,324        63,393  

Lyft, Cl A*

     1,048        13,918  

Nielsen Holdings PLC

     659        15,302  

Norfolk Southern

     453        102,962  

Owens Corning

     185        13,747  

Pentair

     305        13,960  

Robert Half International

     200        14,978  

Rockwell Automation

     221        44,048  

Southwest Airlines*

     1,109        40,057  

Sunrun*

     681        15,908  

TransUnion

     360        28,797  

Trex*

     208        11,320  

Union Pacific

     1,219        259,988  

United Parcel Service, Cl B

     1,391        253,913  

Verisk Analytics, Cl A

     302        52,273  

Waste Management

     732        111,981  

WW Grainger

     81        36,809  

Xylem

     335        26,190  
     

 

 

 
     1,859,321  
     

 

 

 

Information Technology— 26.4%

 

Accenture PLC, Cl A

     2,305        639,983  

Adobe*

     1,699        621,936  

Autodesk*

     786        135,161  

Automatic Data Processing

     791        166,142  
 

 

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

15


 

 

Impact Shares YWCA Women’s Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

HP

     3,859      $ 126,498  

Intel

     14,573        545,176  

International Business Machines

     3,286        463,950  

Intuit

     1,001        385,825  

Keysight Technologies*

     668        92,084  

Mastercard, Cl A

     1,623        512,024  

Microsoft

     5,665        1,454,942  

Motorola Solutions

     616        129,114  

NVIDIA

     3,978        603,025  

PayPal Holdings*

     2,120        148,061  

QUALCOMM

     3,955        505,212  

Salesforce*

     3,520        580,941  

TE Connectivity

     1,188        134,422  

Visa, Cl A

     3,131        616,462  

Workday, Cl A*

     694        96,868  
     

 

 

 
     7,957,826  
     

 

 

 

Materials— 2.1%

 

Air Products and Chemicals

     414        99,558  

Avery Dennison

     155        25,090  

Celanese, Cl A

     203        23,875  

Dow

     1,390        71,738  

DuPont de Nemours

     964        53,579  

Ecolab

     471        72,421  

International Flavors & Fragrances

     491        58,488  

International Paper

     995        41,621  

Mosaic

     682        32,211  

Newmont

     1,535        91,593  

PPG Industries

     450        51,453  
     

 

 

 
        621,627  
     

 

 

 

Real Estate— 1.6%

 

CBRE Group, Cl A*

     627        46,154  

Equinix

     170        111,693  

Equity LifeStyle Properties

     325        22,903  

Essex Property Trust

     124        32,427  

Healthpeak Properties

     1,002        25,962  

Host Hotels & Resorts

     1,334        20,917  

Iron Mountain

     547        26,633  

Jones Lang LaSalle*

     93        16,262  

Mid-America Apartment Communities

     218        38,078  

STORE Capital

     449        11,710  

Ventas

     749        38,521  

VICI Properties

     1,197        35,659  

Welltower

     822        67,692  
     

 

 

 
        494,611  
     

 

 

 
Description    Shares      Fair Value  

Utilities— 2.4%

 

American Water Works

     349      $ 51,921  

CenterPoint Energy

     1,187        35,112  

CMS Energy

     547        36,923  

Consolidated Edison

     672        63,907  

Constellation Energy

     30        1,718  

Dominion Energy

     1,548        123,546  

Edison International

     717        45,343  

Entergy

     380        42,803  

Essential Utilities

     438        20,082  

Exelon

     1,863        84,431  

NiSource

     737        21,734  

PG&E*

     2,862        28,563  

PPL

     1,423        38,606  

Sempra Energy

     616        92,566  

UGI

     389        15,019  

Vistra

     899        20,542  
     

 

 

 
        722,816  
     

 

 

 

Total Common Stock
(Cost $33,441,207)

     29,955,203  
     

 

 

 

SHORT-TERM INVESTMENT — 0.4%

 

Invesco Government & Agency, Cl Institutional, 1.3800% (A)

     106,088        106,088  
     

 

 

 

Total Short-Term Investment
(Cost $106,088)

        106,088  
     

 

 

 

Total Investments - 100.0%
(Cost $33,547,295)

      $   30,061,291    
     

 

 

 

Percentages are based on Net Assets of $30,068,718.

 

*

Non-income producing security.

 

Real Estate Investment Trust.

(A)

Rate shown represents the 7-day effective yield as of June 30, 2022.

Cl — Class

PLC — Public Limited Company

As of June 30, 2022, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

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.

16


 

 

Impact Shares NAACP Minority Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares      Fair Value  

COMMON STOCK — 99.6%

     

Communication Services— 10.2%

 

Alphabet, Cl A*

     391      $ 852,091    

Alphabet, Cl C*

     360        787,482  

AT&T

     17,253        361,623  

Electronic Arts

     668        81,262  

Lumen Technologies

     2,194        23,936  

Meta Platforms, Cl A*

     5,427        875,104  

Twitter*

     1,535        57,394  

Verizon Communications

     10,169        516,077  

Warner Bros Discovery*

     4,172        55,988  
     

 

 

 
        3,610,957  
     

 

 

 

Consumer Discretionary— 11.7%

 

Amazon.com*

     13,160        1,397,724  

Aptiv*

     510        45,425  

Autoliv

     142        10,163  

Chegg*

     221        4,150  

Dollar Tree*

     397        61,873  

eBay

     1,199        49,962  

Ford Motor

     7,399        82,351  

Gap

     344        2,835  

General Motors*

     2,727        86,610  

Hilton Worldwide Holdings

     520        57,949  

Home Depot

     1,959        537,295  

Lear

     109        13,722  

Lowe’s

     1,266        221,132  

Marriott International, Cl A

     512        69,637  
Description    Shares      Fair Value  

MercadoLibre*

     85      $ 54,134  

NIKE, Cl B

     2,407        245,995  

Royal Caribbean Cruises*

     419        14,627  

Target

     823        116,232  

Tesla*

     1,503        1,012,150  

VF

     599        26,458  
     

 

 

 
        4,110,424  
     

 

 

 

Consumer Staples— 4.7%

 

Archer-Daniels-Midland

     981        76,126  

Bunge

     238        21,584  

Bunge

     5        453  

Campbell Soup

     341        16,385  

Clorox

     208        29,324  

Coca-Cola

     6,834        429,927  

Constellation Brands, Cl A

     291        67,820  

Hormel Foods

     489        23,159  

J M Smucker

     189        24,194  

Kellogg

     441        31,461  

Kimberly-Clark

     585        79,062  

Kraft Heinz

     1,229        46,874  

Kroger

     1,162        54,997  

Molson Coors Beverage, Cl B

     321        17,498  

Mondelez International, Cl A

     2,442        151,624  

PepsiCo

     2,427        404,484  

Sysco

     877        74,291  

Tyson Foods, Cl A

     513        44,149  

Walgreens Boots Alliance

     1,255        47,565  
     

 

 

 
        1,640,977  
     

 

 

 

Energy— 5.3%

 

Cheniere Energy

     410        54,542  

Chevron

     3,365        487,185  

ConocoPhillips

     2,270        203,869  

Devon Energy

     1,082        59,629  

Exxon Mobil

     7,387        632,623  

Hess

     472        50,004  

Kinder Morgan

     3,365        56,397  

Marathon Petroleum

     1,003        82,457  

ONEOK

     775        43,012  

Phillips 66

     803        65,838  

Valero Energy

     712        75,671  

Williams

     2,113        65,947  
     

 

 

 
        1,877,174  
     

 

 

 

Financials— 7.5%

 

American Express

     1,071        148,462  

Aon PLC, Cl A

     378        101,939  
 

 

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

17


 

 

Impact Shares NAACP Minority Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

Bank of America

     12,442      $ 387,320  

Bank of New York Mellon

     1,282        53,472  

Charles Schwab

     2,660        168,059  

Citigroup

     3,429        157,700  

Huntington Bancshares

     2,474        29,762  

JPMorgan Chase

     5,145        579,378  

MetLife

     1,234        77,483  

Moody’s

     281        76,424  

Morgan Stanley

     2,468        187,716  

Nasdaq

     201        30,661  

PNC Financial Services Group

     725        114,383  

Prudential Financial

     668        63,914  

Regions Financial

     1,619        30,356  

S&P Global

     611        205,944  

Synchrony Financial

     886        24,471  

T Rowe Price Group

     155        17,609  

Travelers

     427        72,219  

Truist Financial

     2,325        110,275  
     

 

 

 
        2,637,547  
     

 

 

 

Health Care— 15.6%

 

Abbott Laboratories

     3,088        335,511  

AbbVie

     3,107        475,868  

Agilent Technologies

     520        61,760  

Baxter International

     905        58,128  

Becton Dickinson

     504        124,251  

Biogen*

     253        51,597  

Boston Scientific*

     2,527        94,181  

Bristol-Myers Squibb

     3,811        293,447  

Cigna

     573        150,997  

CVS Health

     2,318        214,786  

Edwards Lifesciences*

     1,115        106,025  

Embecta*

     79        2,000  

Gilead Sciences

     2,153        133,077  

Illumina*

     271        49,962  

Johnson & Johnson

     4,654        826,132  

Laboratory Corp of America Holdings

     162        37,966    

Medtronic PLC

     2,382        213,785  

Merck

     4,415        402,516  

Pfizer

     9,950        521,678  

Quest Diagnostics

     208        27,660  

ResMed

     255        53,456  

Teleflex

     83        20,406  

Thermo Fisher Scientific

     693        376,493  

UnitedHealth Group

     1,659        852,112  
     

 

 

 
     5,483,794  
     

 

 

 
Description    Shares      Fair Value  

Industrials— 6.9%

 

3M

     997      $ 129,022  

American Airlines Group*

     1,103        13,986  

AMETEK

     402        44,176  

Boeing*

     953        130,294  

Booz Allen Hamilton Holding, Cl A

     229        20,692  

CSX

     3,861        112,201  

Cummins

     245        47,415  

Deere

     489        146,441  

Delta Air Lines*

     1,103        31,954  

Eaton PLC

     699        88,067  

Emerson Electric

     1,035        82,324  

Expeditors International of Washington

     290        28,264  

FedEx

     430        97,485  

General Electric

     1,926        122,629  

Honeywell International

     1,198        208,224  

Howmet Aerospace

     657        20,663  

Illinois Tool Works

     501        91,307  

JB Hunt Transport Services

     148        23,305  

Nordson

     93        18,827  

Northrop Grumman

     257        122,992  

Rockwell Automation

     204        40,659  

Southwest Airlines*

     1,024        36,987  

Stanley Black & Decker

     280        29,361  

Textron

     381        23,268  

Uber Technologies*

     7,687        157,276  

Union Pacific

     1,123        239,513  

United Airlines Holdings*

     557        19,729  

United Parcel Service, Cl B

     1,284        234,381  

United Rentals*

     126        30,607  

XPO Logistics*

     168        8,091  

Xylem

     307        24,001  
     

 

 

 
     2,424,141  
     

 

 

 

Information Technology— 29.9%

 

Accenture PLC, Cl A

     2,933        814,347  

Apple

     12,238        1,673,179  

Automatic Data Processing

     729        153,119  

Cisco Systems

     19,688        839,496  

Dell Technologies, Cl C

     1,329        61,413  

HP

     4,919        161,245  

Intel

     18,627        696,836  

International Business Machines

     4,194        592,151  

Mastercard, Cl A

     1,498        472,589  

Micron Technology

     5,139        284,084  

Microsoft

     6,373        1,636,778  

NVIDIA

     5,032        762,801  

Palo Alto Networks*

     367        181,276  
 

 

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

18


 

 

Impact Shares NAACP Minority Empowerment ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

PayPal Holdings*

     1,951      $ 136,258  

QUALCOMM

     5,045        644,448  

Salesforce*

     4,482        739,709  

Visa, Cl A

     2,886        568,225  

Western Union

     661        10,887  

Workday, Cl A*

     884        123,389  
     

 

 

 
     10,552,230  
     

 

 

 

Materials— 1.7%

 

Albemarle

     201        42,005  

Alcoa

     315        14,358  

CF Industries Holdings

     363        31,120  

DuPont de Nemours

     889        49,411  

Eastman Chemical

     220        19,749  

Ecolab

     435        66,886  

FMC

     216        23,114  

Freeport-McMoRan, Cl B

     2,560        74,905  

International Flavors & Fragrances

     454        54,080  

Martin Marietta Materials

     108        32,318  

Mosaic

     629        29,708  

Newmont

     1,416        84,493  

PPG Industries

     413        47,222  

Vulcan Materials

     231        32,825  
     

 

 

 
     602,194  
     

 

 

 

Real Estate— 1.7%

 

American Homes 4 Rent, Cl A

     512        18,145  

AvalonBay Communities

     246        47,786  

Crown Castle International

     755        127,127  

Duke Realty

     663        36,432  

Equinix

     157        103,152  

Equity Residential

     599        43,260  

Healthpeak Properties

     922        23,889  

Prologis

     680        80,002  

Regency Centers

     265        15,717  

Ventas

     689        35,435  

Welltower

     758        62,421  
     

 

 

 
        593,366  
     

 

 

 

Utilities— 4.4%

 

AES

     1,149        24,140  

Alliant Energy

     434        25,437  

American Electric Power

     884        84,811  

American Water Works

     320        47,606  

Avangrid

     111        5,119  

CMS Energy

     503        33,952  

Consolidated Edison

     618        58,772  
Description    Shares      Fair Value  

Constellation Energy

     11      $ 630  

Dominion Energy

     1,428        113,969  

DTE Energy

     339        42,968  

Duke Energy

     1,355        145,270  

Edison International

     661        41,802  

Entergy

     349        39,311  

Eversource Energy

     601        50,766  

Exelon

     1,716        77,769  

FirstEnergy

     991        38,045  

NextEra Energy

     3,441        266,540  

NiSource

     677        19,965  

NRG Energy

     421        16,070  

PPL

     1,309        35,513  

Public Service Enterprise Group

     887        56,129  

Sempra Energy

     567        85,203  

Southern

     1,874        133,635  

WEC Energy Group

     551        55,453  

Xcel Energy

     936        66,231  
     

 

 

 
        1,565,106  
     

 

 

 

Total Common Stock
(Cost $36,582,463)

     35,097,910  
     

 

 

 

SHORT-TERM INVESTMENT — 0.4%

 

Invesco Government & Agency, Cl Institutional, 1.3800% (A)

     129,891        129,891  
     

 

 

 

Total Short-Term Investment
(Cost $129,891)

     129,891  
     

 

 

 

Total Investments - 100.0% (Cost $36,712,354)

      $   35,227,801    
     

 

 

 

Percentages are based on Net Assets of $35,236,442.

 

*

Non-income producing security.

 

Real Estate Investment Trust.

(A)

Rate shown represents the 7-day effective yield as of June 30, 2022.

Cl — Class

PLC — Public Limited Company

As of June 30, 2022, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

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.

19


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2022

 

 

 

Sector Weightings (Unaudited):

 

LOGO

Percentages based on total investments.

 

Description    Shares      Fair Value  

COMMON STOCK — 97.1%

     

Australia — 3.3%

  

Aurizon Holdings

     64      $ 168    

Australia & New Zealand Banking Group

     2,145        32,617  

Brambles

     1,166        8,620  

Cromwell Property Group

     2,113        1,101  

Dexus

     893        5,474  

Downer EDI

     671        2,339  

Fortescue Metals Group

     1,312        15,875  

Iluka Resources

     405        2,639  

Mirvac Group

     3,288        4,482  

National Australia Bank

     2,473        46,754  

Newcrest Mining

     692        9,978  

OZ Minerals

     283        3,469  

Qantas Airways*

     874        2,697  

QBE Insurance Group

     1,184        9,930  

Scentre Group

     4,191        7,492  

South32

     3,719        10,114  

Stockland

     2,007        5,001  

Vicinity Centres

     3,446        4,365  
     

 

 

 

Total Australia

        173,115  
     

 

 

 

Austria — 0.1%

     

Mondi PLC

     384        6,801  

Raiffeisen Bank International*

     109        1,181  
     

 

 

 

Total Austria

        7,982  
     

 

 

 
Description    Shares      Fair Value  

Burkina Faso — 0.0%

     

Endeavour Mining

     135      $ 2,797  
     

 

 

 

Total Burkina Faso

        2,797  
     

 

 

 

Canada — 6.0%

     

Agnico Eagle Mines

     316        14,464  

Air Canada*

     288        3,589  

B2Gold

     958        3,245  

Bank of Nova Scotia

     922        54,567  

CAE*

     263        6,481  

Gildan Activewear

     161        4,634  

Kinross Gold

     1,085        3,861  

Ritchie Bros Auctioneers

     94        6,116  

Royal Bank of Canada

     1,078        104,383  

Stantec

     95        4,162  

Thomson Reuters

     131        13,657  

Toronto-Dominion Bank

     1,387        90,955  

Yamana Gold

     870        4,049  
     

 

 

 

Total Canada

        314,163  
     

 

 

 

Chile — 0.1%

     

Lundin Mining

     554        3,512  
     

 

 

 

Total Chile

        3,512  
     

 

 

 

China — 0.1%

     

China Eastern Airlines, Cl H*

     5,950        2,282  

China Southern Airlines, Cl H*

     4,125        2,387  

COSCO SHIPPING Holdings, Cl H

     3,041        4,247  
     

 

 

 

Total China

        8,916  
     

 

 

 

France — 2.9%

     

AXA

     1,630        36,999  

BNP Paribas

     898        42,691  

Covivio

     38        2,109  

ICADE

     26        1,268  

Kering

     59        30,302  

Societe Generale

     1,712        37,479  

Valeo

     186        3,591  
     

 

 

 

Total France

        154,439  
     

 

 

 

Germany — 3.5%

     

Bayerische Motoren Werke

     256        19,708  

Commerzbank*

     788        5,521  

Merck KGaA

     105        17,716  

SAP

     866        78,891  

Siemens

     637        64,812  
     

 

 

 

Total Germany

        186,648  
     

 

 

 
 

 

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

20


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

Hong Kong — 0.2%

     

Hong Kong & China Gas

     8,450      $ 9,100  
     

 

 

 

Total Hong Kong

        9,100  
     

 

 

 

Italy — 1.4%

     

Intesa Sanpaolo

     29,134        54,345  

UniCredit

     2,505        23,797  
     

 

 

 

Total Italy

        78,142  
     

 

 

 

Japan — 3.3%

     

Asics

     218        3,941  

Astellas Pharma

     1,369        21,340  

Bridgestone

     452        16,490  

Canon

     779        17,712  

DMG Mori

     202        2,501  

East Japan Railway

     285        14,573  

Eisai

     234        9,874  

Fast Retailing

     47        24,622  

FUJIFILM Holdings

     295        15,824  

Fujitsu

     135        16,880  

Konica Minolta

     780        2,604  

Mizuho Financial Group

     1,857        21,118  

NEC

     226        8,778  
     

 

 

 

Total Japan

        176,257  
     

 

 

 

Mexico — 0.5%

     

Cemex*

     13,115        5,120  

Grupo Aeroportuario del Sureste, Cl B

     227        4,475  

Wal-Mart de Mexico

     4,050        13,937  
     

 

 

 

Total Mexico

 

     23,532  
     

 

 

 

Netherlands — 0.4%

     

ABN AMRO Bank

     329        3,694  

Koninklijke Philips

     719        15,488  
     

 

 

 

Total Netherlands

 

     19,182  
     

 

 

 

Norway — 0.4%

     

DNB Bank

     690        12,368  

Norsk Hydro

     1,169        6,547  

SpareBank 1 SR-Bank

     247        2,676  
     

 

 

 

Total Norway

 

     21,591  
     

 

 

 

Philippines — 0.2%

     

AC Energy

     867        127  

Ayala

     289        3,154  

International Container Terminal Services

     1,078        3,607  
     

 

 

 

Total Philippines

 

     6,888  
     

 

 

 
Description    Shares      Fair Value  

Romania — 0.1%

     

NEPI Rockcastle

     594      $ 3,180  
     

 

 

 

Total Romania

 

     3,180  
     

 

 

 

Singapore — 0.1%

     

BOC Aviation

     383        3,219  

Olam Group

     1,192        1,304  
     

 

 

 

Total Singapore

 

     4,523  
     

 

 

 

South Africa — 0.8%

     

Anglo American Platinum

     58        5,080  

Gold Fields

     780        7,336  

Impala Platinum Holdings

     702        7,816  

Kumba Iron Ore

     103        3,328  

Nedbank Group

     472        6,013  

Scatec

     183        1,573  

Standard Bank Group

     1,059        10,101  

Vodacom Group

     702        5,658  
     

 

 

 

Total South Africa

 

     46,905  
     

 

 

 

Spain — 1.1%

     

Acciona

     20        3,678  

Atlantica Sustainable Infrastructure PLC

     7        226  

Banco Santander

     12,099        34,082  

Industria de Diseno Textil

     898        20,318  
     

 

 

 

Total Spain

 

     58,304  
     

 

 

 

Switzerland — 3.7%

     

Barry Callebaut

     3        6,693  

Holcim

     407        17,416  

Novartis

     1,925        163,030  

Sonova Holding

     47        14,967  
     

 

 

 

Total Switzerland

 

     202,106  
     

 

 

 

Tanzania — 0.1%

     

AngloGold Ashanti

     377        5,678  
     

 

 

 

Total Tanzania

 

     5,678  
     

 

 

 

Thailand — 0.4%

     

Airports of Thailand*

     3,930        7,892  

Delta Electronics Thailand

     462        4,352  

SCB X

     1,556        4,577  

Siam Cement

     369        3,903  
     

 

 

 

Total Thailand

 

     20,724  
     

 

 

 

United Kingdom — 3.5%

     

abrdn

     1,688        3,285  

Burberry Group PLC

     322        6,432  

Investec PLC

     506        2,740  

ITV

     2,721        2,162  
 

 

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

21


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares      Fair Value  

Lloyds Banking Group PLC

     57,028      $ 29,372  

NatWest Group

     4,056        10,778  

Ninety One PLC

     69        166  

Pearson PLC

     585        5,339  

Pennon Group

     207        2,400  

Unilever PLC

     2,848        129,002  
     

 

 

 

Total United Kingdom

        191,676  
     

 

 

 

United States — 64.9%

 

  

Communication Services— 4.5%

  

Alphabet, Cl A*

     78        169,982  

Alphabet, Cl C*

     32        69,999  

Interpublic Group

     6        165  
     

 

 

 
     240,146  
     

 

 

 

Consumer Discretionary— 7.0%

  

Ford Motor

     3,040        33,835  

Gap

     179        1,475  

General Motors*

     1,075        34,142  

Lululemon Athletica*

     96        26,171  

McDonald’s

     586        144,672  

NIKE, Cl B

     1,009        103,120  

VF

     257        11,352  

Yum! Brands

     230        26,107  
     

 

 

 
        380,874  
     

 

 

 

Consumer Staples— 10.4%

  

Colgate-Palmolive

     663        53,133  

Mondelez International, Cl A

     1,084        67,306  

Nestle

     2,244        261,951  

PepsiCo

     1,052        175,326  
     

 

 

 
        557,716  
     

 

 

 

Financials— 8.0%

  

Bank of America

     5,521        171,869  

Hannon Armstrong Sustainable Infrastructure Capital

     5        189  

JPMorgan Chase

     2,030        228,598  

Moody’s

     129        35,084  

Morgan Stanley

     2        152  
     

 

 

 
        435,892  
     

 

 

 

Health Care— 17.5%

  

AbbVie

     1,382        211,667  

Edwards Lifesciences*

     492        46,784  
Description    Shares      Fair Value  

Elevance Health

     188      $ 90,725  

GlaxoSmithKline PLC

     4,087        87,840  

Johnson & Johnson

     1,954        346,854  

Medtronic PLC

     1,049        94,148  

Roche Holding - GENUS

     167        55,725  

Viatris, Cl W*

     957        10,020  
     

 

 

 
        943,763  
     

 

 

 

Industrials— 3.4%

  

AECOM

     114        7,435  

American Airlines Group*

     517        6,556  

CSX

     1,745        50,710  

Nielsen Holdings PLC

     292        6,780  

Nordson

     43        8,705  

Otis Worldwide

     336        23,745  

Regal Rexnord

     55        6,244  

Signify

     103        3,414  

United Airlines Holdings*

     256        9,067  

United Parcel Service, Cl B

     191        34,865  

Verisk Analytics, Cl A

     129        22,328  

Xylem

     143        11,180  
     

 

 

 
        191,029  
     

 

 

 

Information Technology— 13.1%

     

Accenture PLC, Cl A

     500        138,825  

Cisco Systems

     3,308        141,053  

Dell Technologies, Cl C

     230        10,628  

Enphase Energy*

     2        391  

First Solar*

     3        205  

Hewlett Packard Enterprise

     1,018        13,499  

HP

     855        28,027  

Intel

     3,164        118,365  

NVIDIA

     48        7,276  

QUALCOMM

     880        112,411  

Salesforce*

     747        123,285  

SolarEdge Technologies*

     1        274  

VMware, Cl A*

     2        228  

Western Digital*

     248        11,118  
     

 

 

 
        705,585  
     

 

 

 

Materials— 0.7%

     

Newmont

     683        40,755  
     

 

 

 
 

 

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

22


 

 

Impact Shares Sustainable Development Goals Global Equity ETF

Schedule of Investments

June 30, 2022

 

 

 

Description    Shares/Number
of Warrants
     Fair Value  

 

Real Estate— 0.3%

     

Healthpeak Properties

     429      $ 11,115  

Weyerhaeuser

     224        7,419  
     

 

 

 
        18,534  
     

 

 

 

Utilities— 0.0%

     

Brookfield Renewable, Cl A

     5        178  
     

 

 

 

Total United States

        3,514,472  
     

 

 

 

Total Common Stock
(Cost $5,784,077)

        5,233,832  
     

 

 

 

PREFERRED STOCK — 0.1%

 

Germany — 0.1%

     

Bayerische Motoren Werke(A)

     45        3,188  
     

 

 

 

Total Germany

        3,188  
     

 

 

 

Total Preferred Stock
(Cost $3,726)

        3,188  
     

 

 

 

WARRANT — 0.0%

     

Occidental Petroleum Expires, 8/6/27 Strike Price $22.00*

     14        517  
     

 

 

 

Total Warrant
(Cost $644)

        517  
     

 

 

 

SHORT-TERM INVESTMENT — 0.3%

 

Invesco Government & Agency, Cl Institutional, 1.3800% (B)

     17,467        17,467  
     

 

 

 

Total Short-Term Investment
(Cost $17,467)

        17,467  
     

 

 

 

Total Investments - 97.5%
(Cost $5,805,914)

      $  5,255,004  
     

 

 

 

Percentages are based on Net Assets of $5,391,405.

 

 

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, 2022.

Cl — Class

PLC — Public Limited Company

As of June 30, 2022, all of the Fund’s investments were considered Level 1 in accordance with the authoritative guidance under U.S. Generally Accepted Accounting Principles.

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.

23


 

 

Impact Shares Affordable Housing MBS ETF

Schedule of Investments

June 30, 2022

 

 

 

Sector Weightings (Unaudited):

 

LOGO

 

 

Percentages based on total investments.

 

     
Description   Face
Amount
     Fair Value  

MORTGAGE-BACKED SECURITIES — 92.2%

 

Agency Mortgage-Backed Obligations — 92.2%

 

FHLMC

    

6.000%,12/01/2023

  $ 101,443      $ 106,290    

5.500%,02/01/2029

    97,250        101,079  

5.000%,03/01/2050

    26,456        27,227  

4.500%, 01/01/2049 to 03/01/2050

    697,810        703,194  

4.000%, 04/01/2048 to 05/01/2052

    1,651,830        1,649,296  

3.500%, 10/01/2051 to 05/01/2052

    1,943,206        1,872,563  

3.000%, 09/01/2034 to 05/01/2052

    7,954,775        7,458,305  

2.500%, 08/01/2051 to 02/01/2052

    5,957,145        5,384,577  

2.000%, 08/01/2035 to 12/01/2051

    11,971,185        10,694,789  

1.500%,08/01/2036

    462,077        420,796  

FNMA

    

5.500%,04/01/2031

    143,662        149,221  

5.000%, 12/01/2048 to 03/01/2050

    484,846        498,109  

4.500%, 11/01/2048 to 06/01/2052

    1,408,996        1,418,584  

4.000%, 07/01/2048 to 05/01/2052

    3,324,375        3,302,229  

3.500%, 06/01/2028 to 06/01/2052

    6,591,868        6,419,974  

3.000%, 04/01/2025 to 05/01/2052

    3,908,529        3,726,450  

2.500%, 05/01/2026 to 04/01/2052

    16,492,684        15,095,350  

2.000%, 04/01/2036 to 02/01/2052

    18,776,224        16,581,909  

1.500%, 10/01/2036 to 09/01/2051

    1,669,678        1,432,357  

GNMA

    

5.000%,03/20/2050

    160,207        165,828  

4.500%,02/20/2050

    437,849        448,009  

4.000%, 10/20/2050 to 01/20/2051

    1,018,178        1,018,645    

3.500%,12/20/2050

    2,042,711        1,996,987  
     
Description   Face
Amount/Shares
    Fair Value  

3.000%,03/20/2050

  $   2,586,421     $ 2,449,589  

2.500%,08/20/2051

    1,625,077       1,479,506  
   

 

 

 

Total Mortgage-Backed Securities
(Cost $94,023,424)

    84,600,863  
   

 

 

 

SHORT-TERM INVESTMENT — 7.7%

 

 

Morgan Stanley Institutional Liquidity Fund, Government Portfolio, Cl Institutional, 1.3400% (A)

    7,089,497       7,089,497  
   

 

 

 

Total Short-Term Investment
(Cost $7,089,497)

      7,089,497  
   

 

 

 

Total Investments - 99.9%
(Cost $101,112,921)

    $   91,690,360  
   

 

 

 

Percentages are based on Net Assets of $91,812,313.

 

(A)

Rate shown represents the 7-day effective yield as of June 30, 2022.

Cl — Class

 

The following is a summary of the inputs used as of June 30, 2022 in valuing the Fund’s investments carried at value:

 

Investments in
Securities
  Level 1     Level 2     Level 3     Total  
 

 

 

 

Mortgage-Backed Securities

  $     $ 84,600,863     $     —     $ 84,600,863  

Short-Term Investment

    7,089,497                   7,089,497  
 

 

 

 

Total Investments in Securities

  $ 7,089,497     $ 84,600,863     $     —     $ 91,690,360  
 

 

 

 

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.

24


 

 

Impact Shares Trust I

Statements of Assets and Liabilities

June 30, 2022

 

 

 

    Impact Shares
YWCA
Women’s
Empowerment
ETF
     Impact Shares
NAACP
Minority
Empowerment
ETF
 

Assets:

    

Investments, at Cost

  $   33,547,295         $   36,712,354     
 

 

 

    

 

 

 

Investments, at Fair Value

  $ 30,061,291         $ 35,227,801     

Dividends Receivable

    24,981           22,839     

Reclaims Receivable

    1,189           516     
 

 

 

    

 

 

 

Total Assets

    30,087,461           35,251,156     
 

 

 

    

 

 

 

Liabilities:

    

Advisory Fees Payable

    18,743           14,714     
 

 

 

    

 

 

 

Total Liabilities

    18,743           14,714     
 

 

 

    

 

 

 

Net Assets

  $ 30,068,718         $ 35,236,442     
 

 

 

    

 

 

 

Net Assets Consist of:

    

Paid-in Capital

  $ 31,356,460         $ 36,131,912     

Total Accumulated Loss

    (1,287,742)          (895,470)     
 

 

 

    

 

 

 

Net Assets

  $ 30,068,718         $ 35,236,442     
 

 

 

    

 

 

 

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

    1,075,001           1,275,000     

Net Asset Value, Offering and Redemption Price Per Share

  $ 27 .97         $ 27 .64     
 

 

 

    

 

 

 

 

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

25


 

 

Impact Shares Trust I

Statements of Assets and Liabilities

June 30, 2022

 

 

 

     Impact Shares
Sustainable
Development
Goals Global
Equity ETF
     Impact Shares
Affordable
Housing MBS
ETF
 

Assets:

     

Investments, at Cost

   $   5,805,914         $   101,112,921     
  

 

 

    

 

 

 

Investments, at Fair Value

   $ 5,255,004         $ 91,690,360     

Cash and Cash Equivalents

     307           —     

Foreign Currency, at Value (Cost $130,479 and $–)

     119,541           —     

Reclaims Receivable

     12,433           —     

Dividend and Interest Receivable

     7,568           226,479     

Receivable for Sub-Adviser Expense Reimbursement

     —           23,105     
  

 

 

    

 

 

 

Total Assets

     5,394,853           91,939,944     
  

 

 

    

 

 

 

Liabilities:

     

Advisory Fees Payable

     3,444           22,639     

Payable for Trustees’ Fee

     —           10,000     

Unrealized loss on spot contracts

     4           —     

Payable for Legal Fees

     —           8,414     

Payable for Exchange Listing Fees

     —           10,000     

Payable due to Administrator

     —           4,528     

Payable for Printing Fees

     —           10,000     

Payable for Miscellaneous Fees

     —           7,889     

Payable for Insurance Fees

     —           10,000     

Payable for Registration Fees

     —           9,542     

Payable for Audit Fees

     —           25,000     

Other Accrued Expenses

     —           9,619     
  

 

 

    

 

 

 

Total Liabilities

     3,448           127,631     
  

 

 

    

 

 

 

Net Assets

   $ 5,391,405         $ 91,812,313     
  

 

 

    

 

 

 

Net Assets Consist of:

     

Paid-in Capital

   $ 5,775,924         $ 102,935,761     

Total Accumulated Loss

     (384,519)          (11,123,448)    
  

 

 

    

 

 

 

Net Assets

   $ 5,391,405         $ 91,812,313     
  

 

 

    

 

 

 

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

     250,001           5,150,000     

Net Asset Value, Offering and Redemption Price Per Share

   $ 21 .57         $ 17 .83     
  

 

 

    

 

 

 

Amounts designated as “-” are either $0 or have been rounded to $0.

 

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

26


 

 

Impact Shares Trust I

Statements of Operations

Year ended June 30, 2022

 

 

 

    Impact Shares
YWCA
Women’s
Empowerment
ETF
     Impact Shares
NAACP
Minority
Empowerment
ETF
 

Investment Income:

    

Dividend Income

  $ 531,944         $ 554,075     

Less: Foreign Taxes Withheld

    (223)          (8)    
 

 

 

    

 

 

 

Total Investment Income

    531,721           554,067     
 

 

 

    

 

 

 

Expenses:

    

Advisory Fees

    252,236           182,310     
 

 

 

    

 

 

 

Total Expenses

    252,236           182,310     
 

 

 

    

 

 

 

Net Investment Income

    279,485           371,757     
 

 

 

    

 

 

 

Net Realized Gain on:

    

Investments

    3,201,122           1,015,412     
 

 

 

    

 

 

 

Net Realized Gain on Investments and Foreign Currency Transactions

    3,201,122           1,015,412     
 

 

 

    

 

 

 

Net Change in Unrealized Depreciation:

    

Investments

    (7,917,685)          (6,871,089)    
 

 

 

    

 

 

 

Net Change in Unrealized Depreciation on Investments and Foreign Currency Translation

    (7,917,685)          (6,871,089)    
 

 

 

    

 

 

 

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

    (4,716,563)          (5,855,677)    
 

 

 

    

 

 

 

Net Decrease in Net Assets Resulting from Operations

  $   (4,437,078)        $   (5,483,920)    
 

 

 

    

 

 

 

 

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

27


 

 

Impact Shares Trust I

Statements of Operations

Year/Period ended June 30, 2022

 

 

 

    Impact Shares
Sustainable
Development
Goals Global
Equity ETF
     Impact Shares
Affordable
Housing MBS
ETF(1)
 

Investment Income:

    

Dividend Income

  $ 146,714         $ 28,388     

Less: Foreign Taxes Withheld

    (11,376)          —     

Interest Income

    –           954,159     
 

 

 

    

 

 

 

Total Investment Income

    135,338           982,547     
 

 

 

    

 

 

 

Expenses:

    

Advisory Fees

    42,219           264,557     

Trustee Fees

    —           10,000     

Administration fees

    —           58,116     

Audit fees

    —           25,000     

Legal fees

    —           22,917     

Custodian Fees

    —           32,024     

Pricing fees

    —           7,652     

Printing Fees

    —           10,000     

Registration fees

    —           9,542     

Exchange Listing Fees

    —           10,000     

Transfer Agent Fees

    —           1,561     

Other Fees

    —           20,124     
 

 

 

    

 

 

 

Total Expenses

    42,219           471,493     
 

 

 

    

 

 

 

Less:

    

Advisory Waiver

    —           (66,139)    

Sub-Adviser Expense Reimbursement

    —           (141,005)    
 

 

 

    

 

 

 

Net Expenses

    42,219           264,349     
 

 

 

    

 

 

 

Net Investment Income

    93,119           718,198     
 

 

 

    

 

 

 

Net Realized Gain (Loss) on:

    

Investments

    189,085           (687,053)    

Foreign Currency Transactions

    (4,463)          —     
 

 

 

    

 

 

 

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

    184,622           (687,053)    
 

 

 

    

 

 

 

Net Change in Unrealized Depreciation:

    

Investments

    (998,361)          (9,422,561)    

Foreign Currency Translation

    (11,449)          —     
 

 

 

    

 

 

 

Net Change in Unrealized Depreciation on Investments and Foreign Currency Translation

      (1,009,810)          (9,422,561)    
 

 

 

    

 

 

 

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

    (825,188)            (10,109,614)    
 

 

 

    

 

 

 

Net Decrease in Net Assets Resulting from Operations

  $ (732,069)        $ (9,391,416)    
 

 

 

    

 

 

 

(1) Commenced operations on July 26, 2021.

Amounts designated as “-” are either $0 or have been rounded to $0.

 

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

28


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

      

 

 

 

     Impact Shares YWCA Women’s
Empowerment ETF
 
     Year ended
June 30, 2022
     Year ended
June 30, 2021
 

Operations:

     

Net Investment Income

   $ 279,485         $ 102,403     

Net Realized Gain on Investments

     3,201,122           1,269,849     

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (7,917,685)          3,863,812     
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (4,437,078)          5,236,064     
  

 

 

    

 

 

 

Distributions

     (1,236,425)          (770,423)    
  

 

 

    

 

 

 

Capital Share Transactions:

     

Issued

     9,454,889           17,681,768     

Redeemed

     (3,274,454)          –     
  

 

 

    

 

 

 

Increase in Net Assets from Capital Share Transactions

     6,180,435           17,681,768     
  

 

 

    

 

 

 

Total Increase in Net Assets

     506,932           22,147,409     
  

 

 

    

 

 

 

Net Assets:

     

Beginning of Year

     29,561,786           7,414,377     
  

 

 

    

 

 

 

End of Year

   $     30,068,718         $     29,561,786     
  

 

 

    

 

 

 

Share Transactions:

     

Issued

     275,000           575,000     

Redeemed

     (100,000)          –     
  

 

 

    

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     175,000           575,000     
  

 

 

    

 

 

 

Amounts designated as “-” are $0.

 

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

29


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

      

 

 

 

     Impact Shares NAACP Minority
Empowerment ETF
 
     Year ended
June 30, 2022
     Year ended
June 30, 2021
 

Operations:

     

Net Investment Income

   $ 371,757         $ 188,380     

Net Realized Gain on Investments

     1,015,412           882,950     

Net Change in Unrealized Appreciation (Depreciation) on Investments

     (6,871,089)          5,143,120     
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (5,483,920)          6,214,450     
  

 

 

    

 

 

 

Distributions

     (1,258,151)          (317,178)    
  

 

 

    

 

 

 

Capital Share Transactions:

     

Issued

     10,960,006           20,185,823     

Redeemed

     (856,098)          –     
  

 

 

    

 

 

 

Increase in Net Assets from Capital Share Transactions

     10,103,908           20,185,823     
  

 

 

    

 

 

 

Total Increase in Net Assets

     3,361,837           26,083,095     
  

 

 

    

 

 

 

Net Assets:

     

Beginning of Year

     31,874,605           5,791,510     
  

 

 

    

 

 

 

End of Year

   $     35,236,442         $     31,874,605     
  

 

 

    

 

 

 

Share Transactions:

     

Issued

     325,000           725,000     

Redeemed

     (25,000)          –     
  

 

 

    

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     300,000           725,000     
  

 

 

    

 

 

 

Amounts designated as “-” are $0.

 

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

30


 

 

Impact Shares Trust I

Statements of Changes in Net Assets

      

 

 

 

     Impact Shares Sustainable
Development Goals Global Equity
ETF
 
     Year ended
June 30, 2022
     Year ended
June 30, 2021
 

Operations:

     

Net Investment Income

   $ 93,119         $ 48,037     

Net Realized Gain on Investments and Foreign Currency Transactions

     184,622           580,112     

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

         (1,009,810)         556,082     
  

 

 

    

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

     (732,069)         1,184,231     
  

 

 

    

 

 

 

Distributions

     (645,717)         (65,595)    
  

 

 

    

 

 

 

Capital Share Transactions:

     

Issued

     1,313,720           1,328,612     
  

 

 

    

 

 

 

Increase in Net Assets from Capital Share Transactions

     1,313,720           1,328,612     
  

 

 

    

 

 

 

Total Increase (Decrease) in Net Assets

     (64,066)         2,447,248     
  

 

 

    

 

 

 

Net Assets:

     

Beginning of Year

     5,455,471           3,008,223     
  

 

 

    

 

 

 

End of Year

   $ 5,391,405         $     5,455,471     
  

 

 

    

 

 

 

Share Transactions:

     

Issued

     50,000           50,000     
  

 

 

    

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     50,000           50,000     
  

 

 

    

 

 

 

Amounts designated as “-” are $0.

 

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

31


 

 

Impact Shares Trust I

Statement of Changes in Net Assets

      

 

 

 

     Impact Shares
Affordable
Housing MBS
ETF
 
     Period Ended
June 30, 2022(1)
 

Operations:

  

Net Investment Income

   $ 718,198     

Net Realized Loss on Investments

     (687,053)    

Net Change in Unrealized Depreciation on Investments

     (9,422,561)    
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

     (9,391,416)    
  

 

 

 

Distributions

     (1,732,032)    
  

 

 

 

Capital Share Transactions:

  

Issued

     107,781,233     

Redeemed

     (4,845,472)    
  

 

 

 

Increase in Net Assets from Capital Share Transactions

     102,935,761     
  

 

 

 

Total Increase in Net Assets

     91,812,313     
  

 

 

 

Net Assets:

  

Beginning of Period

     —     
  

 

 

 

End of Period

   $ 91,812,313     
  

 

 

 

Share Transactions:

  

Issued

     5,400,000     

Redeemed

     (250,000)    
  

 

 

 

Net Increase in Shares Outstanding from Share Transactions

     5,150,000     
  

 

 

 

 

(1)

Commenced operations on July 26, 2021.

Amount designated as “-” is $0.

 

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

32


 

 

Impact Shares Trust I

Financial Highlights

      

 

 

 

Selected Per Share Data & Ratios

For the year/period ended June 30,

For a Share Outstanding Throughout the Year/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

 

           

2022

    32.85       0.27       (3.99     (3.72     (0.27     (0.89   —       (1.16     27.97       27.92       (11.98     30,069       0.75       0.83       36  

2021

    22.81       0.21       11.59       11.80       (0.47     (1.29   —       (1.76     32.85       32.88       52.85       29,562       0.75 (9)      0.73       39  

2020

    20.63       0.28       2.16       2.44       (0.26     —         —       (0.26     22.81       22.77       11.92       7,414       0.75 (8)      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

 

2022

    32.69       0.33       (4.25     (3.92     (0.32     (0.81   —       (1.13     27.64       27.70       (12.70     35,236       0.49       1.00       35  

2021

    23.17       0.30       9.68       9.98       (0.35     (0.11   —       (0.46     32.69       32.76       43.35       31,875       0.50 (10)      1.03       49  

2020

    21.16       0.28       1.97       2.25       (0.24     —         —       (0.24     23.17       23.23       10.71       5,792       0.75 (8)      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  

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)

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.

(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 0.86% for the year ended June 30, 2021.

(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 0.61% for the year ended June 30, 2021.

 

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

33


 

 

Impact Shares Trust I

Financial Highlights

      

 

 

Selected Per Share Data & Ratios

For the year/period ended June 30,

For a Share Outstanding Throughout the Year/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 ($)
    Distributions
from Net
Realized Capital
Gains ($)
    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 Sustainable Development Goals Global Equity ETF

 

           

2022

    27.28       0.43       (3.27     (2.84     (0.39     (2.48     (2.87     21.57       21.78       (12.29     5,391       0.75       1.65       30  

2021

    20.05       0.30       7.33       7.63       (0.35     (0.05     (0.40     27.28       27.51       38.16       5,455       0.75 (7)      1.21       77  

2020

    20.54       0.35       (0.70     (0.35     (0.14     —           (0.14     20.05       20.00       (1.75     3,008       0.75 (6)      1.72       41  

2019(3)

    20.00       0.32       0.60       0.92       (0.38     —           (0.38     20.54       20.66       4.67       1,027       0.75 (4)(5)      2.08 (4)      25  

Impact Shares Affordable Housing MBS ETF

 

2022(8)

    20.00       0.14       (1.97     (1.83     (0.34     —           (0.34     17.83       17.88       (9.22     91,812       0.30 (4)(9)      0.81 (4)      78  

Amounts designated as “-” are $0.

 

*

Per share data calculated using average shares method.

(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 September 20, 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 1.38% for the period ended June 30, 2019.

(6)

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.

(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 0.86% for the year ended June 30, 2021.

(8)

Commenced operations on July 26, 2021.

(9)

The ratio of Expenses to Average Net Assets excluding waivers is 0.53% for the period ended June 30, 2022.

 

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

34


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

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 four 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”), Impact Shares Sustainable Development Goals Global Equity ETF (the “Sustainable Development ETF”) and the Impact Shares Affordable Housing MBS ETF (the “Affordable Housing ETF”) (each a “Fund” and collectively, the “Funds”). The Women’s ETF, Minority ETF and the Sustainable Development ETF each 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 primary investment objective of the Affordable Housing MBS ETF is to generate current income. 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 Minority ETF commenced operations on July 18, 2018.

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

The Affordable Housing ETF commenced operations on July 26, 2021.

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, including Affordable Housing ETF, will issue and redeem Shares on a continuous basis at NAV only in large blocks of Shares, each of which currently comprises 50,000 shares (“Creation Units”) or such other amount as may be from time to time determined to be in the best interests of a Fund by the President of the Fund (The President of the Funds has determined that it is in the best interests of the Minority ETF, Women’s ETF and Sustainable Development ETF, that the size of a creation unit in each of these Funds remain at 25,000 shares indefinitely). 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.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

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 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

 

36


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

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 or period ended June 30, 2022 maximized the use of observable inputs and minimized the use of unobservable inputs.

For the year or period ended June 30, 2022, 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 or period ended June 30, 2022, 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 Statements of Operations. For the year or period ended June 30, 2022, 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 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.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

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 Statements of Operations.

Deferred Offering Costs — Offering costs of the Fund, including costs of printing the initial prospectus, legal, and registration fees, are being amortized to expense over a twelve month period. As of June 30, 2022, the Affordable Housing MBS ETF has $7,816 remaining to be amortized.

Creation Units — The Funds issue and redeem shares (“Shares”) at Net Asset Value (“NAV”) and only in large blocks of Shares currently comprised of 50,000 shares for the Affordable Housing ETF and 25,000 shares for the remaining Funds. Shares (each such 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.

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.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

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, 2022:

 

    Creation Unit
Shares
    Creation
Transaction Fee
    Value     Redemption
Transaction

Fee
 

Impact Shares YWCA Women’s Empowerment ETF

    25,000     $             500     $     699,250   $         500

Impact Shares NAACP Minority Empowerment ETF

    25,000       500       691,000     500

Impact Shares Sustainable Development Goals Global Equity ETF

    25,000       500       539,250     500

Affordable Housing MBS ETF

    50,000       500       891,500     500

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 Statements 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.

Impact Shares Corp. has entered into the following three separate advisory agreements with the series of the Trust at the advisory fee rates noted below:

Amended & Restated Investment Advisory Agreement*, Dated July 16, 2021:

Impact Shares YWCA Women’s Empowerment ETF 0.75%

Impact Shares NAACP Minority Empowerment ETF 0.49%

Impact Shares Sustainable Development Goals Global Equity ETF 0.75%

 

*

The advisory fee was 0.75% for all three funds prior to amended advisory agreement dated July 16, 2021.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

Investment Advisory Agreement, Dated July 16, 2021:

Impact Shares Affordable Housing MBS ETF 0.30%

For the services it provides to the Women’s ETF, Minority ETF and the Sustainable Development ETF, 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 Women’s ETF and the Sustainable Development ETF, and 0.49% of average daily net assets with respect to Minority ETF. 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: (i) distribution and service fees payable pursuant to a Rule 12b-1 plan, if any; (ii) taxes and governmental fees, if any, levied against a Fund; (iii) brokerage fees and commissions, and other portfolio transaction expenses incurred by or for a Fund; (iv) 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; (v) 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 Charities and the legal obligations of a Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vi) expenses of a Fund 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.

For the services it provides to the Affordable Housing ETF, the Fund pays the Adviser an annual fee, payable monthly, at the rate of 0.30% of the Fund’s Average Daily Managed Assets. The Adviser has voluntarily agreed to waive all advisory fees payable by the Affordable Housing ETF under the Advisory Agreement in excess of 0.25% of the average daily managed net assets of the Affordable Housing ETF until the Affordable Housing ETF’s net assets are greater than $100 million.

Sub-Advisory Agreement

The Adviser has entered into a Sub-advisory Agreement with Community Capital Trust, Inc. (“CCM”) (the “Sub-Advisory Agreement”). Under the terms of the Sub-Advisory Agreement, CCM acts as Sub-Adviser to the Affordable Housing ETF. In such capacity, CCM, subject to the supervision of the Adviser and the Board, regularly shall provide the Fund with portfolio management, investment research, advice, and supervision and shall furnish continuously an investment program, consistent with the investment objective and policies of the Fund. The Sub-Adviser shall determine, from time to time, what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the investment objective, policies, and restrictions of the Fund, as each of the same from time to time shall be in effect. To carry out these obligations, the Sub-Adviser can exercise full discretion and act for the Adviser in the same manner and with the same force and effect as the Adviser itself might or could do with respect to purchases, sales, or other transactions.

The Adviser pays the Sub-Adviser, as compensation for the Sub-Adviser’s services, a fee equal to 0.25% of the Fund’s Average Daily Managed Assets. The Fund has no responsibility for any fee payable to the Sub-Adviser. The Sub-Adviser has agreed to assume the Fund’s organization and offering costs. The Fund does not have an obligation to reimburse the Sub-Adviser for organization and offering costs paid on its behalf. CCM has contractually agreed to limit the total annual operating

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, taxes, brokerage commissions and other transaction costs, interest payments, acquired fund fees and expenses, extraordinary expenses and dividend expenses on short sales) of the Fund to 0.30% through July 30, 2022. This contract may not be terminated without the action or consent of the Fund’s Board of Trustees.

The Fund is a party to contractual arrangements with various parties, including, among others, the Fund’s investment adviser, administrator, distributor, and shareholder servicing agent, who provide services to the Fund. Shareholders are not parties to, or intended (“third-party”) beneficiaries of, any such contractual arrangements, and such contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Fund.

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 or period ended June 30, 2022, 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 or period ended June 30, 2022, the Trustees of the Funds are paid $40,000 annually in aggregate and the fee is allocated equally to each of the Funds. The trustee fees are the responsibility of the Adviser for the Women’s ETF, Minority ETF, and Sustainable Development ETF under the investment advisory agreement dated July 16, 2021 for those Funds. The trustee fees for the Affordable Housing ETF are the responsibility of the Fund and are presented on the Statement of Operations.

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.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

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 or period ended June 30, 2022, the purchases and sales of investments in securities, excluding in-kind transactions and short-term securities were:

 

    Purchases     Purchases -
U.S. Govt.
    Sales     Sales -
U.S. Govt.
 

YWCA Women’s Empowerment ETF

  $ 12,075,643   $ -     $   13,110,942   $ -  

NAACP Minority Empowerment ETF

      12,872,458     -       13,649,743     -  

Sustainable Development Goals Global Equity ETF

    1,645,385     -       2,138,260     -  

Affordable Housing MBS ETF

    -         164,520,405     -         68,631,381

For the year or period ended June 30, 2022, in-kind transactions associated with creations and redemptions were:

 

     Purchases      Sales and
Maturities
     Realized
Gain/(Loss)
 

YWCA Women’s Empowerment ETF

   $ 9,404,223    $   3,252,055    $   922,508

NAACP Minority Empowerment ETF

       10,892,585        847,046      325,365

Sustainable Development Goals Global Equity ETF

     1,178,366      -        -  

Affordable Housing MBS ETF

     -        -        -  

For the year or period ended June 30, 2021, in-kind transactions associated with creations and redemptions were:

 

     Purchases      Sales and
Maturities
     Realized
Gain/(Loss)
 

YWCA Women’s Empowerment ETF

   $   18,655,967    $                 -      $             -

NAACP Minority Empowerment ETF

     19,754,503        -        -  

Sustainable Development Goals Global Equity ETF

     1,130,595      -        -  

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 permanent differences primarily consist of reclassification of foreign currency translations, reclassification of long term capital gain distribution on REITs, paydown gain (loss), investments in

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

PFICs and in-kind redemptions. The permanent differences that are credited or charged to distributable earnings or Paid in Capital as of June 30, 2022 are primarily related to in-kind redemption gain/loss.

 

     Distributable
Earnings/

(Loss)
    Paid-in
Capital
 

YWCA Women’s Empowerment ETF

   $   (922,507 )   $   922,507

NAACP Minority Empowerment ETF

     (325,365     325,365

The tax character of dividends and distributions paid during the last two fiscal years ending June 30, were as follows:

 

     Ordinary
Income
     Long-Term
Capital Gain
     Total  

YWCA Women’s Empowerment ETF

        

2022

     $787,659        $448,766        $1,236,425  

2021

     665,602        104,821        770,423  

NAACP Minority Empowerment ETF

        

2022

     $1,026,449        $231,702        $1,258,151  

2021

     290,187        26,991        317,178  

Sustainable Development Goals Global Equity ETF

        

2022

     $98,098        $547,619        $645,717  

2021

     39,855        25,740        65,595  

Affordable Housing MBS ETF*

        

2022

     $1,732,032      $ -      $ 1,732,032  

 

*

The period covered is from July 26, 2021 to June 30, 2022.

As of June 30, 2022, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

 

    Undistributed
Ordinary
Income
    Undistributed
Long Term
Capital Gains
    Capital Loss
Carryforwards
    Post
October
Losses
    Unrealized
Appreciation/
(Depreciation)
    Other
Temporary
Differences
    Total
Distributable
Earnings/(Loss)
 

YWCA Women’s Empowerment ETF

  $   911,568     $   1,463,528                 $   (3,662,836   $ (2   $ (1,287,742

NAACP Minority Empowerment ETF

    397,130       460,743                   (1,753,343           (895,470

Sustainable Development Goals Global Equity ETF

    67,514       127,187                   (579,325       105       (384,519

Affordable Housing MBS ETF

    60,588             (467,660     (1,281,762     (9,434,612     (2       (11,123,448

For Federal income tax purposes, capital losses incurred may be carried forward and applied against future capital gains.

 

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Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

Funds are permitted to carry forward capital losses for an unlimited period. Additionally, capital losses that are carried forward will retain their character as either short-term or long-term capital. Capital loss carryforwards are as follows:

 

     Short-Term
Loss
     Long-Term
Loss
     Total  

Affordable Housing MBS ETF

   $     467,660    $                 -    $     467,660

The Federal tax cost and aggregate gross unrealized appreciation and depreciation on investments and foreign currency transactions held by the Funds at June 30, 2022, were as follows:

 

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

(Depreciation)
 

YWCA Women’s Empowerment ETF

   $ 33,724,127      $   1,878,782      $   (5,541,618   $   (3,662,836

NAACP Minority Empowerment ETF

     36,981,144        2,897,003        (4,650,346     (1,753,343

Sustainable Development Goals Global Equity ETF

     5,822,880        220,083        (799,408     (579,325

Affordable Housing MBS ETF

     101,124,972        2,042        (9,436,654     (9,434,612

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

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.

Active Investment Management Risk (Affordable Housing ETF only) - The Fund is actively managed. The Adviser’s judgments about the attractiveness, relative value, or potential appreciation of a particular sector, security or investment strategy.

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.

 

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June 30, 2022

 

 

 

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 during a transition period that ended on December 31, 2020, negotiated an agreement that governs the terms of the ongoing relationship between the United Kingdom and the European Union. At present the political and economic consequences of Brexit remain 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.

Call Risk (Affordable Housing ETF only) - Some debt securities may be redeemed, or “called,” at the option of the issuer before their stated maturity date. In general, an issuer will call its debt securities if they can be refinanced by issuing new debt securities which bear a lower interest rate. The Fund is subject to the possibility that during periods of falling interest rates an issuer will call its high yielding debt securities. The Fund would then be forced to invest the proceeds at lower interest rates, likely resulting in a decline in the Fund’s income.

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.

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.

Credit Risk (Affordable Housing ETF only) - An issuer or other obligated party of a debt security may be unable or unwilling to make dividend, interest and/or principal payments when due. In addition, the value of a debt security may decline because of concerns about the issuer’s ability or unwillingness to make such payments. In certain cases, the issuer could be late in paying interest or principal, or could fail to pay its financial obligations altogether.

 

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June 30, 2022

 

 

 

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.

Derivatives Risk – Futures Contracts Risk (All Funds). A futures contract is an exchange-traded derivative transaction between two parties in which a buyer (holding the “long” position) agrees to pay a fixed price (or rate) at a specified future date for delivery of an underlying reference from a seller (holding the “short” position). The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Certain futures contract markets are highly volatile, and futures contracts may be illiquid. Futures exchanges may limit fluctuations in futures contract prices by imposing a maximum permissible daily price movement. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. At or prior to maturity of a futures contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in futures contract prices. The liquidity of the futures markets depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants make or take delivery, liquidity in the futures market could be reduced. Because of the low margin deposits normally required in futures trading, it is possible that the Fund may employ a high degree of leverage in the portfolio. As a result, a relatively small price movement in a futures contract may result in substantial losses to the Fund, exceeding the amount of the margin paid. For certain types of futures contracts, losses are potentially unlimited. Futures markets are highly volatile, and the use of futures may increase the volatility of the Fund’s NAV. Futures contracts executed (if any) on foreign exchanges may not provide the same protection as U.S. exchanges. Futures contracts can increase the Fund’s risk exposure to underlying references and their attendant risks.

Derivatives Risk – Options Risk (All Funds). Options are derivatives that give the purchaser the option to buy (call) or sell (put)an underlying reference from or to a counterparty at a specified price (the strike price) on or before an expiration date. By investing in options, the Fund is exposed to the risk that it may be required to buy or sell the underlying reference at a disadvantageous price on or before the expiration date. Options may involve economic leverage, which could result in greater volatility in price movement. The Fund’s losses could be significant, and are potentially unlimited for certain types of options. Options may be traded on a securities exchange or in the over the-counter market. At or prior to maturity of an options contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been adverse movement in options prices. Options can increase the Fund’s risk exposure to underlying references and their attendant risks.

 

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June 30, 2022

 

 

 

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 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, except Affordable Housing ETF) - 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

 

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June 30, 2022

 

 

 

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.

Extension Risk (Affordable Housing ETF only) - Extension risk is the risk that, when interest rates rise, certain obligations will be paid off by the issuer (or other obligated party) more slowly than anticipated, causing the value of these debt securities to fall. Rising interest rates tend to extend the duration of debt securities, making their market value more sensitive to changes in interest rates. The value of longer-term debt securities generally changes more in response to changes in interest rates than shorter-term debt securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.

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

 

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June 30, 2022

 

 

 

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.

Income Risk (Affordable Housing ETF only) - The Fund’s income may decline when interest rates fall or if there are defaults in the mortgage loans underling the securities in its portfolio. This decline can occur because the Fund may subsequently invest in lower-yielding securities as debt securities in its portfolio mature, are near maturity or are called, or the Fund otherwise needs to purchase additional debt securities.

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, except Affordable Housing ETF) - 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, except Affordable Housing ETF) - 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.

Inflation Risk (All Funds) - Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline.

Intellectual Property Risk (All Funds, except Affordable Housing ETF) - 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.

Interest Rate Risk (Affordable Housing ETF only) - Interest rate risk is the risk that the value of the debt securities in the Fund’s portfolio will decline because of rising market interest rates. Interest rate risk is generally lower for shorter term debt securities and higher for longer-term debt securities. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to

 

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June 30, 2022

 

 

 

the current period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. Duration is a reasonably accurate measure of a debt security’s price sensitivity to changes in interest rates and a common measure of interest rate risk. Duration measures a debt security’s expected life on a present value basis, taking into account the debt security’s yield, interest payments and final maturity. In general, duration represents the expected percentage change in the value of a security for an immediate 1% change in interest rates. For example, the price of a debt security with a three-year duration would be expected to drop by approximately 3% in response to a 1% increase in interest rates. Therefore, prices of debt securities with shorter durations tend to be less sensitive to interest rate changes than debt securities with longer durations. As the value of a debt security changes over time, so will its duration. As of the date of this Prospectus, the United States is experiencing a low interest rate environment, which may increase the Fund’s exposure to risks associated with rising market interest rates. Rising market interest rates could have unpredictable effects on the markets and may expose fixed-income and related markets to heightened volatility. To the extent that the Fund invests in fixed-income securities, an increase in market interest rates may lead to increased redemptions and increased portfolio turnover, which could reduce liquidity for certain investments, adversely affect values, and increase costs. Increased redemptions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so and may lower returns. If dealer capacity in fixed-income markets is insufficient for market conditions, it may further inhibit liquidity and increase volatility in the fixed-income markets. Further, recent and potential future changes in government policy may affect interest rates.

Limited Fund Size Risk (All Funds) - 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.

Liquidity Risk (Affordable Housing ETF only) - The Fund may hold certain investments that may trade over-the-counter or in limited volume or lack an active trading market. Accordingly, the Fund may not be able to sell or close out of such investments at favorable times or prices (or at all), or at the prices approximating those at which the Fund currently values them. Illiquid securities may trade at a discount from comparable, more liquid investments and may be subject to wide fluctuations in market value. The prices of illiquid securities may be more volatile than more liquid investments. The risks associated with illiquid securities may be greater in times of financial stress.

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 is a non-profit organization with limited personnel and financial resources. The relative lack of resources may increase the Fund’s management risk.

Market Price Variance Risk (All Funds) - Fund shares are listed for trading on NYSE Arca, Inc. (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

 

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June 30, 2022

 

 

 

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 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, except Affordable Housing ETF) - 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.

Mortgage-Related Securities Risk (Affordable Housing ETF only) - Mortgage-related securities are subject to the same risks as investments in other types of debt securities, including credit risk, interest rate risk, liquidity risk and valuation risk. However, these investments make the Fund more susceptible to adverse economic, political or regulatory events that affect the value of real estate. Mortgage-related securities are also significantly affected by the rate of prepayments and modifications of the mortgage loans underlying those securities, as well as by other factors such as borrower defaults, delinquencies, realized or liquidation losses and other shortfalls. Mortgage related securities are particularly sensitive to prepayment risk, given that the term to maturity for mortgage loans is generally substantially longer than the expected lives of those securities. As the timing and amount of prepayments cannot be accurately predicted, the timing of changes in the rate of prepayments of the mortgage loans may

 

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June 30, 2022

 

 

 

significantly affect the Fund’s actual yield to maturity on any mortgage-related securities. Along with prepayment risk, mortgage-related securities are significantly affected by interest rate risk.

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, 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.

Passive Investment Risk (All Funds, except Affordable Housing ETF) - 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.

Prepayment Risk (Affordable Housing ETF only) - Prepayment risk is the risk that the issuer of a debt security will repay principal prior to the scheduled maturity date. Debt securities allowing prepayment may offer less potential for gains during a period of declining interest rates, as the Fund may be required to reinvest the proceeds of any prepayment at lower interest rates. These factors may cause the value of an investment in the Fund to change.

Securities Market Risk (All Funds) - Securities market risk is the risk that the value of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably, due to factors affecting particular companies or the securities markets generally. The profitability of a Fund substantially depends upon the Adviser correctly assessing the future price movements of stocks, bonds, loans, options on stocks, and other securities and the movements of interest rates. The Adviser cannot guarantee that it will be successful in accurately predicting price movements. The market prices of equities may decline for reasons that directly relate to the issuing company (such as poor management performance or reduced demand for its goods or services), factors that affect a particular industry (such as a decline in demand, labor or raw material shortages, or increased production costs) or general market conditions not specifically related to a company or industry (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, or natural and environmental disasters and systemic market dislocations). The spread of infectious disease including epidemics and pandemics such as the recent COVID-19 outbreak, the novel respiratory disease also known as “coronavirus,” also could affect the economies of many nations in ways that cannot necessarily be foreseen. The coronavirus has resulted in travel restrictions and disruptions, closed borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery,

 

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June 30, 2022

 

 

 

quarantines, event cancellations and restrictions, service cancellations or reductions, disruptions to business operations, supply chains and customer activity, lower consumer demand for goods and services, as well as general concern and uncertainty that has negatively affected the economic environment. The impact of this outbreak and any other epidemic or pandemic that may arise in the future could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of capital markets and other markets generally in potentially significant and unforeseen ways. This crisis or other public health crises may also exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty. The foregoing could lead to a significant economic downturn or recession, increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which may vary across asset classes, may adversely affect the performance of the Fund’s investments, the Fund and your investment in the Fund.

In addition, the increasing popularity of passive index-based investing may have the potential to increase security price correlations and volatility. As passive strategies generally buy or sell securities based simply on inclusion and representation in an index, securities prices will have an increasing tendency to rise or fall based on whether money is flowing into or out of passive strategies rather than based on an analysis of the prospects and valuation of individual securities. This may result in increased market volatility as more money is invested through passive strategies. As a result of the nature of a Fund’s investment activities, it is possible that such Fund’s financial performance may fluctuate substantially from period to period. Additionally, at any point in time an investment in a Fund may be worth less than the original investment, even after taking into account the reinvestment of dividends and distributions.

Significant Exposure Risk (All Funds) - To the extent that the Fund invests a large percentage of its assets in a single asset class or the securities of issuers within the same country, state, region, industry or sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if the Fund were more broadly diversified. A significant exposure makes the Fund more susceptible to any single occurrence and may subject the Fund to greater market risk than a fund that is more broadly diversified.

Small-Cap Company Risk (All Funds, except Affordable Housing ETF) - 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.

Specified Pools Risk (Affordable Housing ETF only) - The Fund is expected to primarily invest in specified pools of mortgage loans. This may cause the Fund to take longer to fully achieve its principal investment strategy.

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

 

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Notes to Financial Statements

June 30, 2022

 

 

 

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, except Affordable Housing ETF) - 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.

Trading Issues Risk (All Funds) - Although the shares of the Fund are listed for trading on the Exchange, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading in shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s “circuit breaker” rules. Market makers are under no obligation to make a market in the Fund’s shares, and authorized participants are not obligated to submit purchase or redemption orders for Creation Units (as defined below). In the event market makers cease making a market in the Fund’s shares or authorized participants stop submitting purchase or redemption orders for Creation Units, Fund shares may trade at a larger premium or discount to their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. The Fund may have difficulty maintaining its listing on the Exchange in the event the Fund’s assets are small or the Fund does not have enough shareholders.

Transactions Risk (Affordable Housing ETF only) - The Fund may purchase securities via to-be-announced transactions (“TBA Transactions”). In such a transaction, the purchase price of the securities is typically fixed at the time of the commitment, but delivery and payment can take place a month or more after the date of the commitment. At the time of delivery of the securities, the value may be more or less than the purchase or sale price. Purchasing securities in a TBA Transaction may give rise to investment leverage and may increase the Fund’s volatility. Default by, or bankruptcy of, a counterparty to a TBA Transaction would expose the Fund to possible losses because of an adverse market action, expenses or delays in connection with the purchase or sale of the pools specified in such transaction.

U.S. Government Securities Risk (Affordable Housing ETF only) - U.S. government securities are subject to interest rate risk but generally do not involve the credit risks associated with investments in other types of debt securities. As a result, the yields available from U.S. government securities are generally lower than the yields available from other debt securities. U.S. government securities are guaranteed only as to the timely payment of interest and the payment of principal when held to

 

54


 

 

Impact Shares Trust I

Notes to Financial Statements

June 30, 2022

 

 

 

maturity. While securities issued or guaranteed by U.S. federal government agencies (such as Ginnie Mae) are backed by the full faith and credit of the U.S. Department of the Treasury, securities issued by government sponsored entities (such as Fannie Mae and Freddie Mac) are solely the obligation of the issuer and generally do not carry any guarantee from the U.S. government.

Obligations of U.S. government agencies, authorities, instrumentalities and sponsored enterprises (such as Fannie Mae and Freddie Mac) have historically involved little risk of loss of principal if held to maturity. However, the maximum potential liability of the issuers of some of these securities may greatly exceed their current resources and no assurance can be given that the U.S. government would provide financial support to any of these entities if it were not obligated to do so by law. Fannie Mae and Freddie Mac have been operating under conservatorship, with the Federal Housing Finance Administration (“FHFA”) acting as their conservator, since 2008. The entities are dependent upon the continued support of the U.S. Department of the Treasury and FHFA in order to continue their business operations. These factors, among others, could affect the future status and role of Fannie Mae or Freddie Mac and the value of their securities and the securities that they guarantee. Additionally, the U.S. government and its agencies and instrumentalities do not guarantee the market values of their securities, which may fluctuate.

Valuation Risk (All Funds) - The Funds are subject to the risk of mispricing or improper valuation of their investments, in particular to the extent that their securities are fair valued.

7. OTHER

At June 30, 2022, the records of the Trust reflected that 100% of the Funds’ total Shares outstanding were held by four 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 disclosure and/or adjustments were required to the financial statements.

 

55


 

 

Impact Shares Trust I

Report of Independent Registered Public Accounting Firm

June 30, 2022

 

 

 

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 Affordable Housing MBS ETF, 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, 2022, and the related statements of operations, and 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, 2022, the results of their operations, 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
operations
  Statements of changes in net assets   Financial highlights

Impact Shares Affordable Housing MBS ETF

 

For the period from July 26, 2021 (commencement of operations) through June 30, 2022

Impact Shares NAACP Minority Empowerment ETF

  For the year ended June 30, 2022   For each of the two years in the period ended June 30, 2022  

For each of the three years in the period ended June 30, 2022 and the period from July 18, 2018 (commencement of operations) through June 30, 2019

Impact Shares Sustainable Development Goals Global Equity ETF

 

For each of the three years in the period ended June 30, 2022 and the period from September 20, 2018 (commencement of operations) through June 30, 2019

Impact Shares YWCA Women’s Empowerment ETF

 

For each of the three years in the period ended June 30, 2022 and the period from August 24, 2018 (commencement of operations) through 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 each of 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.

 

56


 

 

Impact Shares Trust I

Report of Independent Registered Public Accounting Firm

June 30, 2022

 

 

 

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, 2022, 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 29, 2022

 

57


 

 

Impact Shares Trust I

Board of Trustees and Officers of the Trust

June 30, 2022 (Unaudited)

 

 

 

The Statement of Additional Information (“SAI”) includes additional information about fund directors and is available upon request without charge, at 1-844-448-3383.

 

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

  4   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.   4   None   Significant experience running social media companies; Significant experience advising global nonprofits on social media engagement techniques and best practices.

 

 

 

 

 

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.

 

58


 

 

Impact Shares Trust I

Board of Trustees and Officers of the Trust

June 30, 2022 (Unaudited)

 

 

 

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

INTERESTED TRUSTEES

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.   4   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.

 

59


 

 

Impact Shares Trust I

Board of Trustees and Officers of the Trust

June 30, 2022 (Unaudited)

 

 

 

Name and

Date of Birth                                

  

Position(s)
with the Funds

  

Term of Office and Length of
Time Served 4

  

Principal Occupation(s)
During the Past Five Years

OFFICERS               

Ethan Powell

(6/20/1975)

   President and
Treasurer
   January 2018 – Present.    See above 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.

Marvin Owens

(02/05/1963)

   Chief Engagement Officer    November 2021 – Present    Senior Director, National Economic Programs at the NAACP (2016-2020) Consultant/Lecturer (2007-2015), Vice President, Economic Empowerment at the National Urban League, (2001-2006).

Ankit Puri

(06/22/1984)

   Assistant Chief Financial Officer and Assistant Principal Financial Officer    November 2021 – Present.    Director, Fund Accounting at SEI Investments Global Funds Services since July 2021. Associate Director, Fund Accounting Policy, at Vanguard from September 2020 to June 2021. Senior Manager at Ernst & Young LLP from October 2017 to August 2020.

 

 

 

 

4 

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

 

60


 

 

Impact Shares Trust I

Disclosure of Fund Expenses

June 30, 2022 (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, 2022 to June 30, 2022) (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
1/1/2022
     Ending
Account
Value
6/30/2022
     Annualized
Expense
Ratios
   

Expenses

Paid During

Period(1)

 

Impact Shares YWCA Women’s Empowerment ETF

 

Actual Fund Return

   $         1,000.00      $ 801.10        0.75     $3.35              

Hypothetical 5% Return

     1,000.00                1,021.08        0.75       3.76  

Impact Shares NAACP Minority Empowerment ETF

 

Actual Fund Return

   $ 1,000.00      $ 783.60        0.49     $2.17  

Hypothetical 5% Return

     1,000.00        1,022.37        0.49       2.46  

Impact Shares Sustainable Development Goals Global Equity ETF

 

Actual Fund Return

   $ 1,000.00      $ 813.70        0.75     $3.37  

Hypothetical 5% Return

     1,000.00        1,021.08        0.75       3.76  

Impact Shares Affordable Housing MBS ETF

 

Actual Fund Return

   $ 1,000.00      $ 918.10        0.30     $1.43  

Hypothetical 5% Return

     1,000.00        1,023.31        0.30       1.51  

 

(1)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied 181/365 (to reflect the one-half year period shown).

 

61


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment

Advisory Agreement

June 30, 2022 (Unaudited)

 

 

 

Board Considerations in Approving the Continuation of the Investment Advisory Agreement

At a meeting held on February 28, 2022 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 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 connection with their consideration of the Investment Advisory Agreement, the Independent Trustees considered the following factors. In the Trustees’ 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. The Independent Trustees 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, the Independent Trustees considered, among other matters, the general oversight of the Trust by the Adviser, and 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 certain noted exceptions. The Independent Trustees also took into account the Adviser’s compliance and operational functions, as well as the resources being devoted by the Adviser to these functions.

 

62


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment

Advisory Agreement

June 30, 2022 (Unaudited)

 

 

 

The Independent Trustees noted that the Adviser’s current cash flows and expenses had outpaced revenues during the reporting period. The Independent Trustees considered the Adviser’s statements as to its operating capital loan from the Rockefeller Foundation and the Adviser’s discussions others to subsidize operating expenses, as well as on-going discussions regarding potential partnerships to support the viability of the Funds.

The Independent Trustees concluded, within the context of the Independent Trustees’ overall conclusions regarding the Investment Advisory Agreement, that: (i) the scope of the services provided to each Fund under the Investment Advisory Agreement was consistent with that Fund’s operational requirements; (ii) the Adviser has the capabilities, resources, and personnel necessary to provide the advisory services required by each Fund; and (iii) 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.

Performance

The Independent Trustees considered that each Fund seeks investment results that, before fees and expenses, track the performance of that Fund’s respective underlying index and each Fund’s performance was within an acceptable level of that Fund’s underlying index. The Independent Trustees also considered that each Fund experienced three-year performance ended December 31, 2021, above the median of that Fund’s Morningstar category.

The Independent Trustees concluded, within the context of the Independent Trustees’ overall conclusions regarding the Investment Advisory Agreement, that the 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 the Adviser’s relationship with the Trust. The Independent Trustees recognized that the Adviser, in the abstract, should 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 generally is not available and is affected by numerous factors, including the structure of the particular adviser, the types and sizes of funds that the adviser manages, the adviser’s 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 Section 501(c)(3) nonprofit organization under the U.S. Internal Revenue Code of 1986, as amended, and considered whether it might be appropriate to analyze some or all of the amounts that 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 the Adviser’s expenses currently exceed revenues 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

 

63


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment

Advisory Agreement

June 30, 2022 (Unaudited)

 

 

 

term. Further the Independent Trustees concluded that, even if any said excess were to be analyzed as though said excess 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 a peer group of funds selected by Morningstar (“Peer Group”). The Independent Trustees considered that each Fund’s net expense ratio was below the median of that Fund’s Morningstar Peer Group (including both mutual funds and ETFs) and above the median of that Fund’s Morningstar Peer Group (including index funds only).

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 the Adviser’s 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; (vi) 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 the Fund’s Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vii) 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 that, within the context of the Independent Trustees’ overall conclusions regarding the Investment Advisory Agreement, 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 the Adviser’s 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 these benefits were not excessive, even if the amounts the Adviser has committed to donate to the partner nonprofits were to be analyzed as though these amounts were profits to the Adviser.

 

64


 

 

Impact Shares Trust I

Board Considerations in Approving the Continuation of the Investment

Advisory Agreement

June 30, 2022 (Unaudited)

 

 

 

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 that Fund’s 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.

The Independent Trustees then discussed the potential costs and benefits of adding a third Independent Trustee. In response to questions, Mr. McCabe explained that various exemptive rules under the 1940 Act requires that the selection and nomination of Independent Trustees be entrusted to the current Independent Trustees. Discussion followed regarding the possible timetable for adding an Independent Trustees.

 

65


 

 

Impact Shares Trust I

Review of Liquidity Risk Management Program

June 30, 2022 (Unaudited)

 

 

 

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), Impact Shares Trust I (the “Trust”) has adopted and implemented a liquidity risk management program (the “Program”) for the Impact Shares NAACP Minority Empowerment ETF, the Impact Shares YWCA Women’s Empowerment ETF, the Impact Shares Sustainable Development Goals Global Equity ETF and the Impact Shares Affordable Housing MBS ETF (each a “Fund and collectively the “Funds”) , each a series of the Trust, which is reasonably designed to assess and manage each Fund’s liquidity risk.

The Board of Directors (the “Board”) of the Trust, on behalf of the Funds, met on November 18, 2021 (the “Meeting”) to review the Program. The Board previously appointed Impact Shares Corp (“Impact Shares”), the investment adviser to the Funds, as the program administrator for each Fund’s Program. Impact Shares also previously delegated oversight of the Program to the Liquidity Risk Management Committee (the “Committee”), whose members are Mr. Ethan Powell and Mr. Donald Guiney. At the Meeting, the Committee, on behalf of Impact Shares, provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, and any material changes to the Program (the “Report”).

The Report covered the period from the implementation of the Program on November 20, 2019 through November 18, 2021 (the “Program Reporting Period”).

The Report noted that all of the Funds’ investments consisted of highly liquid publicly-traded equities and, in the case of the Impact Shares Affordable Housing MBS ETF, liquid agency MBS. The Report also discussed notable events affecting liquidity over the Program Reporting Period, including the impact of the coronavirus outbreak on the Funds and the overall market.

The Committee summarized the relevant provisions of the Program applicable to the Funds and reported that during the Program Reporting Period, the Committee had not become aware of the existence of any liquidity events that impacted any of the Funds or their ability to timely meet redemptions without dilution to existing shareholders. The Committee further reported that there had been no material changes to the Program during the Program Reporting Period.

 

66


 

 

Impact Shares Trust I

Notice to Shareholders

June 30, 2022 (Unaudited)

 

 

 

For shareholders that do not have a June 30, 2022 tax year end, this notice is for informational purposes only. For shareholders with a June 30, 2022 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended June 30, 2022, the Funds are designating the following items with regard to distributions paid during the year.

 

     Return of
Capital
    Long Term
Capital Gain
Distributions
    Ordinary
Income
Distributions
    Total
Distributions
    Dividends
Qualifying
for Corporate
Dividend
Receivable
Deduction (1)
    Qualifying
Dividend
Income (2)
    U.S.
Government
Interest (3)
    Interest
Related
Dividends (4)
    Qualified
Short
Term
Capital
Gain (5)
    Qualifying
Business
Income (6)
 

Impact Shares YWCA Women’s Empowerment ETF

    0.00     36.30     63.70     100.00     23.84     25.35     0.00     0.00     100.00     0.77

Impact Shares NAACP Minority Empowerment ETF

    0.00     18.42     81.58     100.00     33.28     34.30     0.00     0.00     100.00     0.67

Impact Shares Sustainable Development Goals Global Equity ETF

    0.00     84.81     15.19     100.00     32.72     87.24     0.00     0.00     100.00     0.08

Impact Shares Affordable Housing MBS ETF

    0.00     0.00     100.00     100.00     0.00     0.00     0.00     98.62     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 “Interest Related Dividend” is reflected as a percentage of ordinary income distribution. Interest related dividends are exempted from U.S. withholding tax when paid to foreign investors.

 

67


 

 

Impact Shares Trust I

Notice to Shareholders

June 30, 2022 (Unaudited)

 

 

 

(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.

(6)

The percentage of this column represents that amount of ordinary dividend income that qualified for 20% Business Income Deduction.

The information reported herein may differ from the information and distributions taxable to the shareholders for the tax year ending June 30, 2022. Complete information will be computed and reported in conjunction with your 2022 Form 1099-DIV.

.

 

68


 

 

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.

 

69


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-001-0400


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:

 

     2022   2021
         

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)   $102,000   N/A   N/A   $72,000   N/A   N/A

(b)

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

(c)

  Tax Fees(2)   $26,000   N/A   N/A   $15,500   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


  (2)

“Tax Fees” are the aggregate fees billed for professional services for tax advice, tax compliance, and tax planning. These fees include federal, state, and excise tax reviews.

(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:

 

     2022        2021    
Audit-Related Fees   N/A        N/A     
Tax Fees   N/A        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 $26,000 and $15,500 for 2022 and 2021, 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.

(i)            Not applicable.

(j)            Not applicable.

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.

 

3


Item 9.    Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

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.

Item 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 8, 2022

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 8, 2022

 

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

Date: September 8, 2022

 

5


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CODE OF ETHICS

302 CERTS

906 CERTS