REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of Impact Shares YWCA Women's
Empowerment ETF, Impact Shares NAACP Minority
Empowerment ETF, and Impact Shares Affordable
Housing MBS ETF and Board of Trustees of Impact
Shares Trust I

In planning and performing our audit of the
financial statements of Impact Shares Trust I
comprising of Impact Shares YWCA Women's Empowerment
ETF, Impact Shares NAACP Minority Empowerment ETF,
and Impact Shares Affordable Housing MBS ETF (the
"Funds") as of June 30, 2023, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), we considered the
Funds' internal control over financial reporting,
including controls over safeguarding securities, as
a basis for designing our auditing procedures for
the purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-CEN, but not for the purpose
of expressing an opinion on the effectiveness of the
Funds' internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Funds is responsible for
establishing and maintaining effective internal
control over financial reporting.  In fulfilling
this responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls.  A fund's
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles (GAAP).  A fund's internal
control over financial reporting includes those
policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the fund; (2) provide
reasonable assurance that transactions are recorded
as necessary to permit preparation of financial
statements in accordance with GAAP, and that
receipts and expenditures of the fund are being made
only in accordance with authorizations of management
and trustees of the fund; and (3) provide reasonable
assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a
fund's assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements.  Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or that
the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in
the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or combination of deficiencies, in internal control
over financial reporting, such that there is a
reasonable possibility that a material misstatement
of the Funds' annual or interim financial statements
will not be prevented or detected on a timely basis.

Our consideration of the Funds' internal control
over financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the PCAOB.  However, we
noted no deficiencies in the Funds' internal control
over financial reporting and its operation,
including controls over safeguarding securities,
that we consider to be a material weakness as
defined above as of June 30, 2023.

This report is intended solely for the information
and use of management and the Board of Trustees of
the Funds and the Securities and Exchange Commission
and is not intended to be and should not be used by
anyone other than these specified parties.

/s/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.
Cleveland, Ohio
August 29, 2023