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    ROPES
                           & GRAY LLP

        THREE
        EMBARCADERO CENTER

        SAN
        FRANCISCO, CA 94111-4006

        WWW.ROPESGRAY.COM

    Jimena
                           Acuña Smith

        T
        +1 415 315 2306

        jimena.smith@ropesgray.com

April
24, 2024

BY
EDGAR

U.S.
Securities and Exchange Commission

Division
of Investment Management

100
F Street, NE

Washington,
DC 20549

Attention:
Kimberly Browning

 Re: Impax
                                         Funds Series Trust I (File Nos. 002-38679, 811-02064) (“Trust I”) and Impax
                                         Funds Series Trust III (File Nos. 333-194601, 811-22935) (“Trust III” and,
                                         together with Trust I the “Registrant” and each series of the Registrant,
                                         a “Fund” and together, the “Funds”)

Dear
Ms. Browning:

We
are writing to respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) that you provided by telephone on April 5, 2024 in connection with Post-Effective Amendment
No. 105 for Trust I and Post-Effective Amendment No. 21 for Trust III, each filed with the Commission on February 27, 2024 pursuant
to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”). The Staff’s comments
are summarized below, and each is followed by our response. Capitalized terms not otherwise defined herein have the meanings ascribed
to them in the Funds’ prospectus.

GENERAL
COMMENTS

 1. Comment.
                                         Please confirm supplementally that the Trust I and Trust III filings are substantially
                                         the same.

Response.
The Registrant confirms that the prospectus and Statement of Additional Information filed under each of Trust I and Trust III
are substantially the same.

 2. Comment.
                                         The Staff notes that there is missing or bracketed information in the registration statement.
                                         Please include all such information in the Registrant’s 485(b) filing.

    1

Response.
The Registrant confirms that all missing or bracketed information will be updated in the Registrant’s 485(b) filing.

 3. Comment.
                                         The Staff requests that, at least five days prior to the date of effectiveness of the
                                         Registrant’s 485(b) filing, the following information be submitted via EDGAR correspondence
                                         for each Fund: (i) annual fund operating expenses and (ii) expense example.

Response.
The Registrant notes that the requested information has been attached hereto as Appendix A.

 4. Comment.
                                         Whenever a comment is made in one section in the registration statement, it should be
                                         considered applicable to similar disclosure elsewhere in the registration statement.

Response.
The Registrant acknowledges the comment.

PROSPECTUS

 1. Comment.
                                         With respect to each Fund, please supplementally inform the Staff what percentage of
                                         the portfolio had to be re-positioned to implement the fossil fuel policy changes.

Response.
The Registrant notes that the implementation of the fossil fuel policy changes did not result in the re-positioning of any Fund’s
portfolio.

 2. Comment.
                                         In Impax Large Cap Fund’s Principal Investment Strategies section, the disclosure
                                         states as follows: “The tool highlights sub-industries with transition tailwinds
                                         and headwinds, assisting the investment team in identifying companies that the Adviser
                                         believes present attractive opportunities and lower risks.” Please add a cross-reference
                                         adjacent to the referenced disclosure in Item 4 to the discussion regarding sub-industries
                                         under the Sustainability Lens section in Item 9. Please also provide a few examples of
                                         the sub-industries analyzed as part of each Fund’s principal investment strategy
                                         in Item 9.

Response.
The Registrant believes that its current disclosure would be sufficiently understood by a reasonable investor and meets the
requirements of Items 4 and 9 of Form N-1A. Accordingly, the Registrant declines to make the requested changes.

 3. Comment.
                                         For each of Impax Large Cap Fund and Impax US Sustainable Economy Fund, please provide
                                         examples of “ESG trends” as used in the following disclosure: “The
                                         rating emphasizes management of ESG-related risks, incorporates ESG trends (taking into
                                         account progress or regression in a company’s ESG profile) and takes into account
                                         any involvement by the company in significant ESG-related controversies.” Please
                                         also provide the sources for these ESG trends.

Response.
The Registrant respectfully submits that the phrase “ESG trends” refers to the progression or regression in a company’s
ESG profile, meaning a company’s advances or lapses with respect to ESG matters. For example, a historically non-labor friendly
company that implements policies and procedures to increase wages and thereby reduce wage inequality could be viewed as a company
with a positive ESG trend given the progression in the company’s ESG profile. The Registrant believes that its current disclosure
would be sufficiently understood by a reasonable investor and meets the requirements of Items 4 and 9 of Form N-1A.

    2

 4. Comment.
                                         For each of Impax Large Cap Fund and Impax US Sustainable Economy Fund, please clarify
                                         what is meant by “progress or regression” in the following disclosure: “The
                                         Fund’s investment team also utilizes the Impax Systematic ESG Rating, a fundamental,
                                         bottom-up rating by the Adviser of a company’s ESG profile. The rating emphasizes
                                         management of ESG-related risks, incorporates ESG trends (taking into account progress
                                         or regression in a company’s ESG profile) and takes into account any involvement
                                         by the company in significant ESG-related controversies.”

Response.
Please see the response to Comment 3 above.

 5. Comment.
                                         If the Fund’s ESG criteria applies following initial purchase, will the Fund sell
                                         a security that no longer meets its ESG criteria?

Response.
The Registrant notes that Impax Asset Management LLC (the “Adviser”) periodically reviews the ESG profile of
each Fund’s holdings to determine whether such holdings continue to meet the Fund’s sustainability and ESG criteria
following initial purchase and, if it is determined after initial purchase that a company no longer meets such criteria, the Adviser
will seek to sell such securities as soon as practicable taking into consideration various factors. This information is also disclosed
in the Environmental, Social and Governance (ESG) Criteria section of the statutory prospectus, as follows:

“Once
a security is purchased by any of the Impax Funds, we will review that company’s ESG profile on a periodic basis to determine
whether it continues to meet the Fund’s sustainability and ESG criteria. If it is determined after the initial purchase
by a Fund that a company no longer meets Impax’s sustainability or ESG standards (due to acquisition, merger or other developments),
the Adviser will seek to sell the securities of that company from the Fund’s portfolio as soon thereafter as practicable
taking into consideration (i) any gain or loss which may be realized from such elimination, (ii) the tax implications of such
elimination, (iii) market conditions, including the availability of a purchaser. This requirement may cause a Fund to dispose
of a security at a time when it may be disadvantageous to do so.”

 6. Comment.
                                         For each of Impax Large Cap Fund, Impax Small Cap Fund, Impax Global Opportunities Fund
                                         and Impax Global Environmental Markets Funds, please identify the ESG factors referenced
                                         in the following disclosure: “The [Fund] selects equity securities on a company-by-company
                                         basis primarily through the use of fundamental financial analysis, which includes an
                                         analysis of ESG factors that the Fund’s Sub-Adviser has determined are financially
                                         material.”

    3

Response.
The Registrant believes that its current disclosure in the Environmental, Social and Governance (ESG) Criteria section of the
statutory prospectus adequately describes the ESG factors on which the Fund focuses.

 7. Comment.
                                         Please revise each Fund’s principal investment strategy disclosure to clarify that
                                         the fossil fuel policy is separate from the Fund’s integration of ESG analysis
                                         into the portfolio construction process.

Response.
The Registrant notes that the Fund’s fossil fuel policy is a component of the Fund’s integration of ESG analysis into
the portfolio construction process for each Fund. The Registrant respectfully submits that each Fund’s current disclosure
adequately describes the Fund’s principal investment strategy and meets the requirements of Items 4 and 9 of Form N-1A.
Accordingly, the Registrant declines to make the requested change.

 8. Comment.
                                         In the fossil fuel policy description for each Fund, please clarify what is meant by
                                         “credible plans for climate risk mitigation.”

Response.
The Registrant respectfully submits that, as described in the Fund’s principal investment strategy, a credible plan for
climate risk mitigation is one that aligns with the transition to net zero. For example, the Adviser will consider whether a plan
for climate risk mitigation includes externally verified greenhouse gas emissions reduction targets. The Registrant believes that
its current disclosure would be sufficiently understood by a reasonable investor and meets the requirements of Items 4 and 9 of
Form N-1A.

 9. Comment.
                                         In the fossil fuel policy description for each Fund, please explain how “exploration
                                         and production” are different from “refining and processing.” The Staff
                                         notes that fossil fuel refining and processing appear to be categories of fossil fuel
                                         production.

Response.
The Registrant notes that “exploration and production” refers to the part of the process for bringing natural resources
to market that involves finding natural resources and removing them from the ground. As explained by the U.S. Energy Information
Administration, a principal agency of the U.S. Federal Statistical System responsible for collecting, analyzing, and disseminating
energy information, “If the results of seismic surveys indicate that a site has potential for producing natural gas,
an exploratory well is drilled and tested” (emphasis added).1 In contrast, “refining and processing”
refers to the part of the process that involves the processing of natural gas for sale and consumption. As explained by the U.S.
Energy Information Administration, “At the top of the [exploratory] well, natural gas is collected in gathering pipelines
and sent to natural gas processing plants” (emphasis added).2 Accordingly, the Registrant respectfully
submits that fossil fuel refining and processing corresponds to a separate stage of the process for bringing natural resources
to market, where processing and refining happens after natural resources are found and extracted.

1 U.S.
Energy Information Administration, Natural gas explained, www.eia.gov, https://www.eia.gov/energyexplained/natural-gas/
(December 27, 2022).

2 Id.

    4

 10. Comment.
                                         Please revise Market Risk in the Principal Risks section for each Fund to (i) add the
                                         term “industries” and (ii) if the Fund plans to take significant positions
                                         in one or more specific sectors, industries, countries or regions, to add corresponding
                                         principal investment strategy and principal risk disclosures.

Response.
The Registrant respectfully notes that each of the non-concentrated Funds has a corresponding fundamental investment restriction
prohibiting it from concentrating more than 25% of the value of its assets in any one industry. Further, the Registrant believes
that its current disclosure adequately describes the market risk factors applicable to each Fund. Accordingly, the Registrant
declines to make the requested change.

 11. Comment.
                                         Please consider adding an ESG-specific risk factor for each Fund.

Response.
The Registrant notes that Management Risk in the Principal Risks section for the Funds, where applicable, states, in part, as
follows: “The investment techniques and decisions of the investment adviser and the Fund’s portfolio manager(s), including
the investment adviser’s assessment of a company’s ESG profile when selecting investments for the Fund, may not produce
the desired results and may adversely impact the Fund’s performance, including relative to other funds that do not consider
ESG factors or come to different conclusions regarding such factors. Further, in evaluating a company, the Adviser is often dependent
upon information and data obtained from the company itself or from third-party data providers that may be incomplete or inaccurate,
which could cause the investment adviser or the Fund’s portfolio manager(s) to incorrectly assess a company’s ESG
profile.” The Registrant respectfully submits that this risk factor adequately describes the risks associated with the management
of each Fund by the Adviser, including with respect to the Adviser’s consideration of ESG-related factors. Accordingly,
the Registrant declines to make the requested change.

 12. Comment.
                                         If the Fund relies on a third-party ESG data, scoring or ratings service provider, please
                                         identify the third-party service provider in the Principal Investment Strategies section
                                         for each Fund, as applicable, or, if there are multiple providers, please identify the
                                         primary third-party service provider.

Response.
The Adviser, or Sub-Adviser, as applicable, makes its own assessment of whether a company is well positioned to benefit from the
transition to a more sustainable economy based on data provided by the company itself or by third-party data providers. The Registrant
has reviewed each Fund’s current disclosure