By Order of the Trustees,
	Ethan Powell
	President

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Appendix A

Board Considerations

Board Considerations in Approving the TorosoTidal Advisory Agreement and ISC Sub-Advisory Amendment

At a meetingsmeeting held on May 24, 2023, June 5, 2023 and June 12,September 28, 2023, the Trustees, including those 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, among other things, the TorosoTidal Advisory Agreement, between the Trust and Toroso pursuant to which TorosoTidal would be engaged to provide advisory services to the Equity FundsFund. The Tidal Advisory Agreement was approved at this meeting, subject to shareholder approval, for an initial two-year term.

The Nature, Extent, and Quality of the Services. In considering the Tidal Advisory Agreement, the Independent Trustees evaluated the nature, extent, and quality of the advisory services to be provided to the Fund by Tidal. They considered the terms of the Tidal Advisory Agreement and received and considered information provided by management that described, among other matters:

They also took into account information concerning the investment processes to be used by Tidal and ISC in managing the Fund. The Independent Trustees considered, among other matters, that Tidal will provide the Trust with office space and personnel, and, under the unitary-fee structure set forth in the Tidal Advisory Agreement, Tidal is responsible for bearing all of the Fund’s expenses, including the costs of transfer agency, custody, fund administration, legal, audit, and other services provided to the Fund, with certain noted exceptions. They also took into account the compliance and operational functions of Tidal, as well as the resources being devoted to such functions.

The Independent Trustees considered Tidal’s financial resources. The Independent Trustees considered that Tidal intended to financially support operating shortfalls for the Fund, inclusive of marketing expenses, through at least November of 2024 assuming moderate asset growth for the Fund.

The Independent Trustees concluded, within the context of their overall conclusions regarding the Tidal Advisory Agreement, that the scope of the services to be provided to the Fund under the Tidal Advisory Agreement was consistent with the Fund’s operational requirements; that Tidal has the capabilities, resources and personnel necessary to provide the advisory services required by the Fund; and that, overall, the nature, extent and quality of the services to be provided by Tidal to the Fund were sufficient to warrant approval of the Tidal Advisory Agreement.

Performance. The Independent Trustees considered that the Fund seeks investment results that, before fees and expenses, track the performance of the Fund’s underlying index and the Fund’s performance was within an acceptable level of the Fund’s underlying index. The Independent Trustees also considered that with ISC as adviser, the Fund experienced performance for the three-year period ended July 31, 2021, that was above the median for the Fund’s Morningstar Category, with the Fund ranking in the second quartile of its Morningstar Category. The Independent Trustees considered that under the Tidal Advisory Agreement, although ISC, as sub-adviser, would continue to provide the day-to-day portfolio management of the Fund, Tidal would be primarily responsible for trading the Fund’s securities.

The Independent Trustees concluded, within the context of the Independent Trustees’ overall conclusions regarding the Tidal Advisory Agreement, that the performance history for the Fund was not inconsistent with approval of the Tidal 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 to be provided by Tidal and the impact of the proposal on the anticipated profitability to Tidal of its arrangements with the Fund.

The Independent Trustees recognized that Tidal should, in the abstract, be entitled to earn a reasonable level of profit for the services provided and to be provided to the Fund, and that it is difficult to make comparisons of profitability from advisory

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contracts because comparative information is not generally available and is affected by numerous factors, including the structure of the particular adviser, the types and sizes of funds it manages, its business mix, numerous assumptions about cost allocations and Tidal’s capital structure and cost of capital.

The Independent Trustees also considered the compensation payable by Tidal to ISC for sub-advisory services with respect to the Fund, including the portion of the contractual fee rate that is to be paid to ISC, as compared to the compensation to be paid to Tidal. The Independent Trustees concluded that, at current assets levels, the expected profitability was not excessive and supported the approval of the Tidal Advisory Agreement.

Fees and Other Expenses. The Independent Trustees considered the unitary management fee to be paid by the Fund to Tidal, as well as the Fund’s distribution and service (Rule 12b-1) plan, “other expenses” and total expenses. In doing so, the Independent Trustees reviewed information provided by Tidal comparing the proposed unitary management fee rate of the Fund to a group of peers selected by Morningstar as mission-aligned comparables for the Fund. The Independent Trustees noted that the proposed fee rate of 0.49% of the Fund’s average daily net assets was equal to the Fund’s current unitary management fee.

The Board noted that an advisory agreement with Tidal with respect to the Fund was approved by the Board in November 2023, subject to shareholder approval, with a proposed unitary management fee rate of 0.75% of the Fund’s average daily net assets, the same unitary management fee rate at the Fund’s inception. The Board also noted that Tidal subsequently proposed that the Board approve the Tidal Advisory Agreement at the Fund’s current unitary management fee rate (0.49% of the Fund’s average daily net assets) following the failure of the proposal that shareholders approve an advisory agreement with Tidal at the unitary management fee rate of 0.75% of the Fund’s average daily net assets.

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

Possible Fall-Out Benefits. The Independent Trustees considered information regarding the direct and indirect benefits to Tidal from its relationship with the Fund, including reputational and other “fall out” benefits. The Independent Trustees considered the receipt of these benefits in light of Tidal’s estimated profitability, and concluded that such benefits were not excessive.

Possible Economies of Scale. The Independent Trustees considered the extent to which Tidal may realize economies of scale or other efficiencies in managing and supporting the Fund. The Independent Trustees considered that the Fund did not have any breakpoints in its fee arrangement with Tidal or Tidal’s fee arrangement with ISC. The Independent Trustees concluded that the Fund’s overall fee arrangements represent an appropriate sharing at the present time between Fund shareholders and Tidal of any economies of scale or other efficiencies in the management of the Fund.

Based on the factors described above, the Independent Trustees concluded that the approval of the Tidal Advisory Agreement was in the best interests of the Fund and should be approved.

Board Considerations in Approving the Tidal Advisory Agreement and ISC Sub-Advisory Amendment in connection with a Prior Shareholder Meeting

At meetings held on May 24, 2023, June 5, 2023, and June 12, 2023, the Trustees, including the Independent Trustees,¹ met to consider, among other things, an advisory agreement between the Trust and Tidal pursuant to which Tidal would be engaged to provide advisory services to the Fund (the “Initial Advisory Agreement”) and the ISC Sub-Advisory Amendment pursuant to which ISC would serve as a sub-adviser each the Fund and adding TorosoTidal as a party. The TorosoInitial Advisory Agreement and the ISC Sub-Advisory Amendment (together, the “New Investment Advisory Arrangements”) were approved at a meeting held on June 12, 2023, with respect to the NAACP Fund and the YWCA Fund, subject to shareholder approval, for an initial two-year term.²

¹ On August 31, 2023, shareholders of the Trust elected four new members of the Board, replacing two Independent Trustees. As such, the considerations of the Board at its meeting on June 12, 2023 reflect those of the Board as then constituted.

² As discussed above under “Board Considerations in Approving the Tidal Advisory Agreement,” shareholder approval was not obtained for the Initial Advisory Agreement and the Tidal Advisory Agreement was subsequently approved by the Board at its meeting held on September 28, 2022, subject to shareholder approval. The Initial Advisory Agreement is not proposed for shareholder approval at the Meeting.

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The Nature, Extent, and Quality of the Services. In considering the New Investment Advisory Arrangements, the Independent Trustees evaluated the nature, extent, and quality of the advisory services to be provided to the FundsFund by TorosoTidal and ISC. They considered the terms of the New Investment Advisory Arrangements and received and considered information provided by management that described, among other matters:

They also took into account information concerning the investment processes to be used by TorosoTidal and ISC in managing the Funds.Fund. The Independent Trustees considered, among other matters, that TorosoTidal will provide the Trust with office space and personnel, and, under the unitary-fee structure set forth in the TorosoInitial Advisory Agreement, TorosoTidal is responsible for bearing all of eachthe Fund’s expenses, including the costs of transfer agency, custody, fund administration, legal, audit, and other services provided to eachthe Fund, with certain noted exceptions. They also took into account the compliance and operational functions of TorosoTidal and ISC, as well as the resources being devoted by each to such functions.

The Independent Trustees considered Toroso’sTidal’s financial resources. The Independent Trustees also noted that ISC had limited personnel and financial resources and considered that TorosoTidal intended to financially support operating shortfalls for both Funds,the Fund, inclusive of marketing expenses, through at least April of 2024 assuming both moderate asset growth for the FundsFund and the proposed increase in the unitary management fee under the TorosoInitial Advisory Agreement.

The Independent Trustees concluded, within the context of their overall conclusions regarding the New Investment Advisory Arrangements, that the scope of the services to be provided to the Fund under the New Investment Advisory Arrangements was consistent with eachthe Fund’s operational requirements; that each of TorosoTidal and ISC has the capabilities, resources and personnel necessary to provide the advisory services required by eachthe Fund; and that, overall, the nature, extent and quality of the services to be provided by TorosoTidal and ISC to eachthe Fund were sufficient to warrant approval of the New Investment Advisory Arrangements.

Performance. The Independent Trustees considered that eachthe Fund seeks investment results that, before fees and expenses, track the performance of thatthe Fund’s respective underlying index and eachthe Fund’s performance was within an acceptable level of thatthe Fund’s underlying index. The Independent Trustees also considered that with ISC as adviser, eachthe Fund experienced performance for the three-year period ended March 31, 2023, that was above the median for thatthe Fund’s Morningstar category, with WOMN ranking in the first quartile of its Morningstar category and NAACPFund ranking in the second quartile of its Morningstar category. The Independent Trustees considered that under the New Investment Advisory Arrangements, ISC, as sub-adviser, would continue to provide the day-to-day portfolio management of eachthe Fund.

The Independent Trustees concluded, within the context of the Independent Trustees’ overall conclusions regarding New Investment Advisory Arrangements, that the performance history for eachthe Fund was not inconsistent with approval of the New Investment Advisory Arrangements.

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 and to be provided by TorosoTidal and ISC and the impact of the proposals on the anticipated profitability to TorosoTidal and ISC of their arrangements with the Equity Funds.

Fund.

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

The Independent Trustees also considered the compensation payable by TorosoTidal to ISC for sub-advisory services with respect to eachthe Fund, including the portion of the contractual fee rate that is to be paid to ISC, as compared to the compensation to be paid to Toroso.

Tidal. The Independent Trustees also considered that ISC, unlike Toroso,Tidal, is a 501(c)(3) nonprofit and that ISC expects to utilize any net profits from the FundsFund to first to repay the outstanding accounts payable, second to pay any of its own operating expenses and finally, if there are sufficient funds available, to make a charitable contribution to its impact partners. The Independent Trustees considered it was unlikely that the fees paid to ISC by athe Fund would significantly exceed the ISC’s cost of providing services to thatthe Fund in the near term, and concluded that, even if any such excess were to be analyzed as though it were profit to ISC, the expected “profitability” was not excessive and supported the approval of the New Investment Advisory Arrangements.

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Fees and Other Expenses. The Independent Trustees considered the unitary management fee paid by eachthe Fund to Toroso,Tidal, as well as eachthe Fund’s distribution and service (Rule 12b-1) plan, “other expenses” and total expenses. In doing so, the Independent Trustees reviewed information provided by ISC comparing the unitary management fee of eachthe Fund (current and as proposed under the TorosoInitial Advisory Agreement) to the advisory or unitary fee and expense ratio of those mission aligned comparable ETFs in a universe constructed by Morningstar Direct. Based on this and other information, the Independent Trustees concluded, within the context of their overall conclusions regarding the Investment Advisory Agreements, that the fees and expenses to be charged represented reasonable compensation to TorosoTidal in light of the services provided and to be provided to the Fund.

Possible Fall-Out Benefits. The Independent Trustees considered information regarding the direct and indirect benefits to each of TorosoTidal and ISC from its relationship with the Funds,Fund, including reputational and other “fall out” benefits. The Independent Trustees considered the receipt of these benefits in light of Toroso’sTidal’s and ISC’s estimated profitability, and concluded that such benefits were not excessive.

Possible Economies of Scale. The Independent Trustees considered the extent to which TorosoTidal and ISC may realize economies of scale or other efficiencies in managing and supporting the Fund. The Independent Trustees considered that the Fund did not have any breakpoints in its fee arrangement with TorosoTidal or Toroso’sTidal’s fee arrangement with ISC. The Independent Trustees concluded that eachthe Fund’s overall fee arrangements represent an appropriate sharing at the present time between Fund shareholders and TorosoTidal of any economies of scale or other efficiencies in the management of the Fund.

Based on the factors described above, the Independent Trustees concluded that the approval of the New Investment Advisory Arrangements was in the best interests of the Fund and should be approved.

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Appendix B

FORM OF

TOROSOTIDAL INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made as of [Month/Day], [Year], by and between Impact Shares Trust I, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A attached hereto, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and TorosoTidal Investments LLC, a Delaware limited liability company (the “Adviser”).

BACKGROUND

TERMS

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:

2.         Selection of Sub-Adviser(s). The Adviser shall have the authority hereunder to engage, terminate and replace one or more sub-advisers, including an affiliated person (as defined under the 1940 Act) of the Adviser (each, a “Sub-Adviser”), for each Fund referenced in Schedule A to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement.

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The Adviser shall supervise the activities of the Sub-Adviser(s), and the retention of a Sub-Adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. Any such Sub-Adviser shall be registered and in good standing with the SEC and capable of performing its sub-advisory duties pursuant to a sub-advisory agreement approved by the Board and, except as otherwise permitted by the 1940 Act or by rule, regulation or Order of the SEC, a vote of a majority of the outstanding voting securities of the applicable Fund. The Adviser will compensate each Sub-Adviser for its services to each applicable Fund.

3.             Representations of the Adviser.

4.          Compliance. The Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, and any exemptive relief therefrom, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Fund(s), and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser, and with any requirements applicable to the Fund of any national securities exchange on which the Fund’s shares are listed. In selecting each Fund’s portfolio securities and performing the Adviser’s obligations hereunder, the Adviser shall cause each Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Code. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.

5.          Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for each Fund’s securities to the Adviser. So long as proxy voting authority for a Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for each Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Trust acknowledges and agrees that the Adviser may delegate its responsibility to vote proxies for a Fund to the Fund’s Sub-Adviser(s).

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8.         Code of Ethics. The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that its Access Persons (as defined in the Adviser’s Code of Ethics) comply in all material respects with the Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Adviser shall provide the Trust with (i) a copy of the Adviser’s current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Adviser’s Code of Ethics to the Trust. The Adviser shall respond to requests for information from the Trust as to violations of the Code of Ethics by Access Persons and the sanctions imposed by the Adviser. The Adviser shall immediately notify the Trust of any material violation of the Code of Ethics, whether or not such violation relates to a security held by any Fund.

9.         Members and Employees. Members and employees of the Adviser may be trustees, officers or employees of the Trust.

10.       Custody. Nothing in this Agreement shall permit the Adviser to take or receive physical possession of cash, securities or other investments of a Fund.

11.       Unitary Fee. During the term of this Agreement, the Adviser shall bear its own costs of providing services under this Agreement. The Adviser agrees to pay all expenses incurred by the Trust and each Fund (except for advisory fees payable to the Adviser under this Agreement) pursuant to this Agreement, excluding interest charges on any borrowings, made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and litigation expenses, and other non-routine or extraordinary expenses.

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13.          Non-Exclusivity. The services to be rendered by the Adviser to the Trust on behalf of a Fund under the provisions of this Agreement are not to be deemed to be exclusive, and the Adviser shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby. Without limiting the foregoing, the Adviser, its members, employees and agents may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm, entity or individual, and may render underwriting services to the Trust on behalf of a Fund or to any other investment company, corporation, association, firm, entity or individual. Likewise, the Trust may from time to time employ other individuals or entities to furnish other separate series of the Trust with the services provided for herein.

14.           Liability and Standard of Care.

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17.           Nonpublic Personal Information. Notwithstanding any provision herein to the contrary, the Adviser agrees on behalf of itself and its managers, members, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the Trust (a) all records and other information relative to each Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B“G-L-B Act”), and (2) except after prior notification to and approval in writing by the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy policies adopted by the Trust and communicated in writing to the Adviser. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Adviser may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

18.         Anti-Money Laundering Compliance. The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the Trust’s Anti-Money Laundering Policy and the AML Laws, to the extent the same may apply to the Adviser, now and in the future. The Adviser further agrees to provide to the Trust, the Trust’s administrator, sub-administrator and/or the Trust’s anti-money laundering compliance officer such reports, certifications and contractual assurances as may be reasonably requested by the Trust. The Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

19.         Successors. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

20.         Meanings. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the meaning defined in the 1940 Act or the rules promulgated thereunder; subject, however, to such exemptions as may be granted by the SEC under the 1940 Act or any interpretations of the SEC staff.

21.         Entire Agreement and Amendments. This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto except as otherwise noted herein.

22.         Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Where the effect of a requirement of the 1940 Act reflected in or contemplated by any provisions of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

23.         Limited Recourse. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities. The Trust’s Certificate of Trust, as amended from time to time, is on file in the Office of the Secretary of State of the State of Delaware. Such Certificate of Trust and the Trust’s Agreement and Declaration of Trust describe in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest.

24.         Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Delaware and the Adviser consents to the jurisdiction of courts, both state or federal, in Delaware, with respect to any dispute under this Agreement.

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25.       Paragraph Headings. The headings of paragraphs contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.

26.      Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

27.       No Third Party Beneficiaries. This Agreement is not intended and shall not convey any rights, privileges, claims or remedies to any person other than a party to this Agreement and its respective successors and permitted assigns.

[Signature Page Follows]

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

IMPACT SHARES TRUST I

On behalf of each series listed on Schedule A attached hereto

TIDAL INVESTMENTS LLC

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Schedule A

to the

Investment Advisory Agreement

by and between

Impact Shares Trust I

and

Tidal Investments LLC

TOROSO INVESTMENTS, LLC

Schedule A

to the

Investment Advisory Agreement

by and between

Impact Shares Trust I

and

Toroso Investments, LLC

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Appendix C

FIRSTSECOND AMENDMENT TO

AMENDED AND RESTATED INVESTMENTADVISORYINVESTMENT ADVISORY AGREEMENT

This firstsecond amendment to the Amended and Restated Investment Advisory Agreement dated as of July 16, 2021 by and between Impact Shares Corp, a Texas nonprofit corporation (“Impact Shares” or the “Sub-Adviser”), and Impact Shares Trust I, a Delaware statutory trust (the “Trust”), on behalf of its series listed on Schedule A attached hereto and made a part hereof, as such Schedule A may be amended from time to time (each, a “Fund” and collectively, the “Funds”) is made this __ day of ______________,, 2023.

WHEREAS, the Board of Trustees of the Trust has approved an investment advisory agreement with TorosoTidal Investments LLC, a Delaware limited liability company (“TorosoTidal” or the “Adviser”) under which TorosoTidal will, subject to shareholder approval of such agreement in accordance with the Investment Company Act of 1940, as amended, (the “1940 Act”) serve as investment adviser to the Funds; and

WHEREAS, TorosoTidal desires to retain Impact Shares to act as sub-adviser to the Funds, and the Board of Trustees of the Trust has approved, subject to shareholder approval in accordance with the 1940 Act, this first amendment to the Agreement to make TorosoTidal a party thereto and to have the terms set forth below.

NOW, THEREFORE, the undersigned parties hereby agree to amend the Agreement to replace the terms thereof and to read as follows:

A.                TorosoTidal is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment advisory services.

B.                TorosoTidal has entered into an Investment Advisory Agreement dated _____________, 20__ (the, 20(the “Primary Investment Advisory Agreement”) with the Trust, an open-end management investment company registered under the 1940 Act, on behalf of each Fund.

C.                Impact Shares is registered as an investment adviser under the Advisers Act and engages in the business of providing investment advisory services.

D.                The Primary Investment Advisory Agreement contemplates that TorosoTidal may appoint one or more sub-advisers to perform some or all of the services for which the TorosoTidal is responsible.

E.                 Subject to the terms of this Agreement, Impact Shares is willing to furnish such services to TorosoTidal and each Fund.

TERMS

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:

1.                 Appointment of the Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Fund, subject to the supervision and oversight of the Adviser and the Board of Trustees of the Trust (the “Board”), and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

2.                Sub-Advisory Services. The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held, exchanged or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund.

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The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice.

If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary”“non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below).

If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

If Schedule A indicates “non-discretionary”“non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question.

In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.”

Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

3.            Representations of the Sub-Adviser.

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5.          Compliance. The Sub-Adviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Sub-Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Funds, and with any policies, guidelines, instructions and procedures approved by the Board or the Adviser and provided to the

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Sub-Adviser. In selecting each Fund’s portfolio investments and performing the Sub-Adviser’s obligations hereunder, the Sub-Adviser shall cause each Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company if the Fund has elected to be treated as a regulated investment company under the Code. The Sub-Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board or the Adviser shall limit the Sub-Adviser’s full responsibility for any of the foregoing.

6.            Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for each Fund’s portfolio investments to the Adviser with the authority to delegate such responsibility to sub-advisers.

To carry out such proxy voting obligations, the Sub-Adviser shall initially have the proxy voting authority, if any, as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s proxy voting authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice to the Adviser declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice.

If Schedule A indicates “full” proxy voting authority, initially, the Adviser hereby delegates such proxy voting authority for a Fund to the Sub-Adviser, subject to the approval of such Fund’s Board. So long as proxy voting authority for a Fund has been delegated to the Sub-Adviser, the Sub-Adviser shall exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep records relating to proxy voting as the Board or the Adviser may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting authority to the Sub-Adviser may be revoked or modified by the Adviser or the Board at any time.

If Schedule A indicates “advisory” proxy voting authority, initially, the Sub-Adviser shall provide the Adviser, via a mutually agreed upon methodology, the Sub-Adviser’s recommendations with respect to how to vote proxies with respect to all or a sub-set of a Fund’s proxies. Notwithstanding such recommendations, the Adviser shall retain full proxy voting authority to decide how to vote all such proxies.

If Schedule A indicates “none” with respect to proxy voting authority, the Sub-Adviser shall have no proxy voting authority or responsibilities with respect to a Fund’s proxy voting obligations.

7.           Brokerage. As described above in Section 2, the Adviser may delegate full trading authority to the Sub-Adviser, delegate shared (or partial) trading authority to the Sub-Adviser, or the Adviser may retain full trading authority (and, in that case, delegate no such authority to the Sub-Adviser). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall have the trading authority set forth below in this Section 7 (Brokerage) for a Fund’s entire portfolio. If Schedule A indicates “partially discretionary” trading authority, initially, the Sub-Adviser shall have no trading authority with respect to the Subset, but shall have the authority set forth below in this Section 7 (Brokerage) for the remaining portion of a Fund’s portfolio. Finally, if Schedule A indicates “non-discretionary”“non-discretionary” trading authority, initially, the Sub-Adviser will have no trading authority or responsibilities under this Agreement (for a Fund), nor any authority to place or execute securities transactions on behalf of such Fund.

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9.             Code of Ethics. The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it will provide to the Adviser and Trust. The Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-Adviser’s Code of Ethics) comply in all material respects with the Sub-Adviser’s Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Adviser and the Trust with a copy of the Sub-Adviser’s current Code of Ethics, as in effect from time to time. The Sub-Adviser certifies that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser’s Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser’s Code of Ethics to the Adviser and Trust. The Sub-Adviser shall respond to requests for information from the Adviser and the Trust as to violations of the Code of Ethics by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall immediately notify the Adviser of any material violation of the Code of Ethics, whether or not such violation relates to a security held by any Fund.

10.           Members and Employees. Members and employees of the Sub-Adviser may be trustees, officers or employees of the Trust.

11.           Custody. Nothing in this Agreement shall permit the Sub-Adviser to take or receive physical possession of cash, securities or other investments of a Fund.

13.           Non-Exclusivity. The services to be rendered by the Sub-Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render similar or different services to others so long as its ability to

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render the services provided for in this Agreement shall not be impaired thereby. Without limiting the foregoing, the Sub-Adviser, its members, employees and agents may engage in other businesses, may render investment advisory services to other investment companies, or to any other corporation, association, firm, entity or individual, and may render underwriting services to the Trust on behalf of a Fund or to any other investment company, corporation, association, firm, entity or individual.

14.          Liability and Standard of Care.

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19.           Notices. Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below, or such other address(es) as may be specified in writing by one party to the other party.

Notices to Adviser shall be sent to:

TorosoTidal Investments LLC

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

Attn: Chief Executive Officer

Notices to Sub-Adviser shall be sent to:

Impact Shares Corp

5950 Berkshire Lane

Suite 1420

Dallas, Texas 75225

Attn: President

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Notices to the Trust shall be sent to

Impact Shares Trust I

C/O Impact Shares Corp

5950 Berkshire Lane

Suite 1420

Dallas, Texas 75225

Attn: President

20.        Successors. This Agreement shall extend to and bind the heirs, executors, administrators and successors of the parties hereto.

21.        Meanings. For the purposes of this Agreement, the terms “vote of a majority of the outstanding voting securities;” “interested persons;” and “assignment” shall have the meaning defined in the 1940 Act or the rules promulgated thereunder; subject, however, to such exemptions as may be granted by the SEC under the 1940 Act or any interpretations of the SEC staff.

22.        Entire Agreement and Amendments. This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be added to or changed orally and may not be modified or rescinded except by a writing signed by the parties hereto except as otherwise noted herein.

23.        Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Where the effect of a requirement of the 1940 Act reflected in or contemplated by any provisions of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

24.        Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of New York and the Trust, the Adviser and Sub-Adviser consent to the jurisdiction of courts, both state and federal, in New York, with respect to any dispute under this Agreement.

25.        Section Headings. The headings of sections contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction.

26.        Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

TOROSOTIDAL INVESTMENTS LLC

IMPACT SHARES CORP

IMPACT SHARES TRUST I

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Schedule A

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Appendix D

IMPACT SHARES TRUST I

Governance Committee Charter

GOVERNANCE COMMITTEE CHARTER

The Board of Trustees (the “Board”) of Impact Shares Trust I (the “Trust”), has adopted this Charter to govern the activities of the Governance & Compliance Committee (the “Committee”) of the Board.

The Committee shall be composed of all Board members. The Committee shall nominate and the Board shall appoint the chairperson of the Committee.

After a determination by the Committee that the nomination of an additional Board Member should be considered, the Committee shall identify individuals qualified to serve as Board Members of the Trust, who may include persons suggested by shareholders and others, review the background and qualifications of such individuals, and recommend to the Independent Board Members potential candidates for selection and nomination as Board Members in accordance with Appendix A to this Charter.

The Committee will consider possible conflicts of interests involving Board Members and shall review the institutional and other affiliations of Board Members for any potential conflict of interest problems, including making recommendations to the Board with respect to the determination of Board Member independence. As necessary, the Committee shall review memoranda prepared by legal counsel relating to positions, transactions and relationships that could reasonably bear on the independence of Board Members or raise concerns regarding potential conflicts of interest.

The Committee shall not recommend the continued service as a Board Member of a Board Member who is older than 80 years of age at the time the Committee reports its findings to the Board.

The Independent Committee Members may, in their sole discretion, convene an Executive Session of the Committee. Each Executive Session shall have the resources and authority to carry out the duties and responsibilities of the full Committee.

Adopted April 12, 2018

APPENDIX A

GOVERNANCE COMMITTEE POLICY REGARDING SELECTION / RECOMMENDATION OF BOARD MEMBER NOMINEES

When a vacancy on the Board of a Fund exists or is anticipated, the Committee may make nominations for Board membership. When nominating an individual to fill a vacancy on the Board, the Committee may seek referrals from a variety of sources, including current Board Members, management of the Funds, Funds counsel and counsel to the Independent Board Members, and shareholders of a Fund who submit recommendations in accordance with these procedures. The Committee has not established specific, minimum qualifications that must be met by an individual in order for such person to be considered by the Committee for nomination as an Independent Board Member. The Committee, however, believes that the Board as a whole should reflect diversity, and will generally consider each nominee’s professional experience, education, skills, life experiences and other individual qualities.

A candidate for nomination as Board Member submitted by a shareholder of a Fund will not be deemed to be properly submitted to the Committee for the Committee’s consideration unless the following qualifications have been met and procedures followed:

“Associated Person of the Nominating Shareholder” as used in this paragraph (2) means any person required to be identified pursuant to clause (v) and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the Nominating Shareholder or (b) any person required to be identified pursuant to clause (v).

Among the qualifications considered in the selection of candidates, the Committee may look at the following attributes and criteria of candidates: experience, skills, expertise, education, knowledge, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, the candidate’s ability to qualify as an Independent Board Member and the existence of any other relationships that might give rise to a conflict of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board (e.g., whether a candidate is an “audit committee financial expert” under the federal securities laws). Prior to making a final recommendation to the Board, the Committee may conduct personal interviews with such of the candidates as it may determine. Any individuals recommended by shareholders will be evaluated in the same manner as individuals brought to the Board’s attention in some other manner.

Appendix E

Outstanding Shares

The following sets forth the total shares outstanding for eachthe Fund as of June 7,September 15, 2023:

Impact Shares YWCA Women's Empowerment ETF: 1,325,001 shares

Impact Shares NAACP Minority Empowerment ETF: 1,425,0001,250,000 shares

Impact Shares Affordable Housing MBS ETF: 6,450,000 shares

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Appendix FE

Beneficial Owners of 5% or More of Eachthe Fund

As of June 8,November 15, 2023, to ISC’s knowledge there were no beneficial owners of 5% or more of the outstanding shares of NACP.the Fund.

As of June 8, 2023, to ISC’s knowledge, the following owned 28.0% of the outstanding shares of WOMN.E-1

Steve and Jessica Sarowitz  

c/o 1849 Green Bay Road, Suite 280  

Highland Park, Illinois 60035