485BPOS

As filed with the Securities and Exchange Commission on November 9, 2012

1933 Act File No. 333-168040
1940 Act File No. 811-22436

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
POST-EFFECTIVE AMENDMENT NO. 5
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 8

ENTREPRENEURSHARES SERIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

40 GROVE STREET
WELLESLEY SQUARE, MASSACHUSETTS 02482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (800) 287-9469

DR. JOEL M. SHULMAN
WESTON CAPITAL ADVISORS, LLC
40 GROVE STREET
WELLESLEY SQUARE, MASSACHUSETTS 02482
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPIES OF COMMUNICATIONS TO:

MARC T. FOSTER, ESQ.

CLEARSPIRE LAW CO., PLLC

1747 PENNSYLVANIA AVENUE, NW

SUITE 200

WASHINGTON, DC 20006

It is proposed that this filing will become effective (check appropriate box):
x	Immediately upon filing pursuant to paragraph (b)
¨	on (date) pursuant to paragraph (b)
¨	60 days after filing pursuant to paragraph (a)(1)
¨	on (date) pursuant to paragraph (a)(1)
¨	75 days after filing pursuant to paragraph (a)(2)
¨	on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
¨	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement under Rule 485(b) under the Securities Act and that it has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wellesley and State of Massachusetts on the 9th day of November, 2012.

ENTREPRENEURSHARES SERIES TRUST
(Registrant)

By: /s/ Joel Shulman
Joel Shulman, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on November 9, 2012 by the following persons in the capacities indicated.

Name	Title
/s/ Joel Shulman Joel Shulman	President (Principal Executive Officer) and Trustee
/s/ Dave Cragg Dave Cragg	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)
/s/ Thomas Stallkamp Thomas Stallkamp	Trustee
/s/ George Berbeco George Berbeco	Trustee
/s/ Stephen Sohn Stephen Sohn	Trustee

-2-

EXHIBIT INDEX

Exhibit No.	Description
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

-3-

XML

Label

Element

Value

[RiskReturnAbstract]

rr_RiskReturnAbstract

Document Type

dei_DocumentType

485BPOS

Document Period End Date

dei_DocumentPeriodEndDate

Jun. 30, 2012

Registrant Name

dei_EntityRegistrantName

EntrepreneurShares Series Trust

Central Index Key

dei_EntityCentralIndexKey

0001495922

Amendment Flag

dei_AmendmentFlag

false

Trading Symbol

dei_TradingSymbol

ENTRX

Document Creation Date

dei_DocumentCreationDate

Oct. 26, 2012

Document Effective Date

dei_DocumentEffectiveDate

Oct. 26, 2012

Prospectus Date

rr_ProspectusDate

Nov. 01, 2012

EntrepreneurShares Global Fund

[RiskReturnAbstract]

rr_RiskReturnAbstract

Risk/Return [Heading]

rr_RiskReturnHeading

SUMMARY INFORMATION

Objective [Heading]

rr_ObjectiveHeading

Investment Objective

Objective, Primary [Text Block]

rr_ObjectivePrimaryTextBlock

EntrepreneurShares Global Fund^TM (the Fund) seeks long term capital appreciation.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund

Expense Narrative [Text Block]

rr_ExpenseNarrativeTextBlock

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional and in the section entitled “How Class A Shares Sales Charges are Calculated” beginning on page 14 of this Prospectus and beginning on page 36 of the Statement of Additional Information.

Shareholder Fees Caption [Text]

rr_ShareholderFeesCaption

SHAREHOLDER FEES (fees paid directly from your investment)

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Portfolio Turnover [Heading]

rr_PortfolioTurnoverHeading

PortfolioTurnover

Portfolio Turnover [Text Block]

rr_PortfolioTurnoverTextBlock

TheFundpaystransaction costs,suchascommissions,whenitbuysand sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund sharesare held ina taxable account.These costs, whichare not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. Portfolioturnoverforthefiscal periodfromNovember11,2010 through June 30, 2011 was 32.87%.

Expense Example [Heading]

rr_ExpenseExampleHeading

Example

Expense Example Narrative [Text Block]

rr_ExpenseExampleNarrativeTextBlock

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Strategy [Heading]

rr_StrategyHeading

Principal Investment Strategies

Strategy Narrative [Text Block]

rr_StrategyNarrativeTextBlock

The Fund seeks investment results that exceed the performance, before fees and expenses, of the MSCI World Index (the “Index”), through active principles-based securities selection. The Fund mainly invests in equity securities of global companies with market capitalizations that are above $150 million at the time of initial purchase and possess entrepreneurial characteristics (“entrepreneurial companies”), as determined by the Fund’s portfolio manager. Equity securities include common stocks, preferred stocks, convertible preferred stocks, warrants, options and American Depository Receipts.

Under normal market conditions, the Fund will invest at least 40% of its assetsinequity securities ofcompanies domiciled orheadquartered outside of the United States, or whose primary business activities or principal trading markets are located outside of the United States (“foreign companies”), unless the Advisor deems market conditions and/or company valuations to be less favorable to foreign companies, in which case, the Fund will invest at least 30%ofitstotalassetsinforeigncompanies. TheFundmayinvestinabroad range of securities in both developed and emerging markets. The Fund will invest in at least three countries.

The Fund’s investment strategy is unique, in part, due to the portfolio manager’s proprietary process of identifying a universe of companies, including technology companies, that the manager believes possess entrepreneurial managementcharacteristics. The Fund utilizesquantitative models to narrow the broad universe of domestic and foreign companies in which it may invest. The Fund then uses fundamental analysis to identify from this list the entrepreneurial companies that it believes have the potential for long- term capital appreciation. Byway of example,in conducting thefundamental analysis, the Fund looks for companies with a good business, shareholder- oriented management and organic growth. The portfolio manager generally will sell a portfolio security when he believes the security has achieved its value potential; changing fundamentals signal a deteriorating value potential; or other securities with entrepreneurial characteristics have better performance potential.

Risk [Heading]

rr_RiskHeading

Principal Risks of Investing in the Fund

Risk Narrative [Text Block]

rr_RiskNarrativeTextBlock

Investors in the Fund may lose money. The Fund is intended for investors who are willing to withstand the risk of short-term price fluctuations in exchange for potential long-term capital appreciation. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation orany other government agency. There are risks associated with the Fund’s principal investment strategies. These risks include:

• Manager Risk: 

How the portfolio manager manages the Fund will affect the Fund’s performance. The Fund may lose money if the portfolio manager’s investment strategy does not achieve the Fund’s objective or the portfolio manager does not implement the strategy properly.

•  No Prior Experience Managing a Registered Mutual Fund: 

While Dr.Joel M. Shulman,the Fund’sportfolio manager, has managed private funds and accounts for over five years, the Fund is the first registered mutual fund managed by the Advisor and Dr. Shulman. As a result, the Fund is subject to risks that may result from Dr. Shulman’s lack of prior experience managing a registered mutual fund.

• Market Risk: 

The prices of the securities, particularly the common stocks, in which the Fund invests may decline for a number of reasons. The price declines of common stocks, in particular, may be steep, sudden, and/ or prolonged.

• Common Stock Risk: 

Common stocks represent an ownership interest in a company. They may or may not pay dividends or carry voting rights. Common stock occupies the most junior position in a company’s capital structure. Debtsecurities and preferredstocks have rightssenior to acompany’s common stock. Although common stocks havea history oflong-term growth in value, their prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions.

• Small and Medium Sized Companies Risk: 

The Fund invests in small and medium sized companies, which may have more limited liquidity and greater price volatility than larger, more established companies. Small companies may have limited product lines, markets or financial resources and their management may be dependent on a limited number of key individuals.

• Technology Company Investing Risk: 

Investment in technology companies, including companies engaged in Internet-related activities,is subject tothe risk ofshort product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risksmay result insignificant earnings lossand price volatility. Some technology companies also have limited operating histories and are subject to the risks of small or unseasoned companies, as described under “Small and Medium Sized Companies Risk.”

•  Foreign Securities Risk: 

The securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. The costs associated with securities transactions are often higher in foreign countries than the U.S. The U.S. dollar value of foreign securities traded in foreign currencies (and any dividends and interest earned) held by the Fund may be affected favorably or unfavorably by changes in foreign currency exchange rates. An increase in the U.S. dollar relative to theseother currencies willadversely affectthe Fund. Additionally, investments in foreign securities, even those publicly traded in the United States, may involve risks that are in addition to those inherent in domestic investments. Foreign companies may not be subject to the same regulatory requirements of U.S. companies, and as a consequence, there may be less publicly available information aboutsuchcompanies. Also,foreigncompaniesmaynotbesubject to uniform accounting, auditing, and financial reporting standards and requirements comparable to those applicable to U.S. companies. Foreigngovernments and foreigneconomies often areless stable than the U.S. Government and the U.S. economy.

•  Emerging Markets Risk: 

Investments in emerging market countries may have more risk because these markets are less developed, less liquid and subject to increased economic, political, regulatory or other uncertainties.

•  Quantitative Investment Approach Risk: 

The Fund utilizes a combined approach of quantitative and qualitative analysis. The Fund employs a number of quantitative filters in identifying a broad array of entrepreneurial companies, and then the Fund performs fundamental analysis in determining its final stock selection. While the portfolio manager continuously reviews and refines, if necessary, his investment approach, there may be market conditions where the quantitative or qualitative investment approaches perform poorly.

Bar Chart and Performance Table [Heading]

rr_BarChartAndPerformanceTableHeading

Performance

Performance Narrative [Text Block]

rr_PerformanceNarrativeTextBlock

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows performance return for the full calendar year 2011. The performance for the Institutional Class shares would differ only to the extent that the Institutional Class shares have different expenses than the Investor Class shares. No performance is shown for the Retail Class because it is no longer in operation, but it may be reopened in the future. The table shows how the Fund’s average annual returns over time compare with those of a broad measure of market performance. Please remember that the Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. It may perform better or worse in the future.

Bar Chart [Heading]

rr_BarChartHeading

EntrepreneurShares Fund - Retail Class
Calendar Year Total Returns as of 12/31

Bar Chart Closing [Text Block]

rr_BarChartClosingTextBlock

The Fund’s year-to-date return as of September 30, 2012 was 13.73%.

During the 1 year period shown above, the Funds best and worst quarters are shown below:

Best Quarter 31 Mar 2011 7.94%

Worst Quarter 30 Sept 2011 -20.86%

Performance Table Heading

rr_PerformanceTableHeading

AVERAGE ANNUAL TOTAL RETURNS

Performance Table Narrative

rr_PerformanceTableNarrativeTextBlock

(For period ending December 31, 2011)

Performance Table Closing [Text Block]

rr_PerformanceTableClosingTextBlock

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual aftertax returns depend on your situation and may differ from those shown. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”).

EntrepreneurShares Global Fund | Class A

[RiskReturnAbstract]

rr_RiskReturnAbstract

Maximum Sales Charge (Load) Imposed on Purchases

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice

4.75%

Maximum Deferred Sales Charge (Load)

rr_MaximumDeferredSalesChargeOverOther

none

Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions

rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther

none

Redemption Fee (as a percentage of amount redeemed within five business days of purchase)

rr_RedemptionFeeOverRedemption

none

Other Expenses

rr_OtherExpensesOverAssets

1.66%

Acquired Fund Fees and Expenses

rr_AcquiredFundFeesAndExpensesOverAssets

0.03%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

3.19%

Fee Waivers and/or Reimbursements

rr_FeeWaiverOrReimbursementOverAssets

(1.21%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements

rr_NetExpensesOverAssets

1.98%

^[2]

One Year

rr_ExpenseExampleYear01

670

Three Years

rr_ExpenseExampleYear03

1,280

Five Years

rr_ExpenseExampleYear05

1,914

Ten Years

rr_ExpenseExampleYear10

3,611

EntrepreneurShares Global Fund | Retail Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

Maximum Sales Charge (Load) Imposed on Purchases

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice

none

Maximum Deferred Sales Charge (Load)

rr_MaximumDeferredSalesChargeOverOther

none

Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions

rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther

none

Redemption Fee (as a percentage of amount redeemed within five business days of purchase)

rr_RedemptionFeeOverRedemption

none

Other Expenses

rr_OtherExpensesOverAssets

1.66%

Acquired Fund Fees and Expenses

rr_AcquiredFundFeesAndExpensesOverAssets

0.03%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

3.19%

Fee Waivers and/or Reimbursements

rr_FeeWaiverOrReimbursementOverAssets

(1.21%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements

rr_NetExpensesOverAssets

1.98%

^[2]

One Year

rr_ExpenseExampleYear01

211

Three Years

rr_ExpenseExampleYear03

863

Five Years

rr_ExpenseExampleYear05

1,541

Ten Years

rr_ExpenseExampleYear10

3,349

Annual Return 2011

rr_AnnualReturn2011

(10.42%)

1 Year

rr_AverageAnnualReturnYear01

(10.42%)

Since Inception

rr_AverageAnnualReturnSinceInception

(4.49%)

Inception Date

rr_AverageAnnualReturnInceptionDate

Jun. 30, 2010

EntrepreneurShares Global Fund | Institutional Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

Maximum Sales Charge (Load) Imposed on Purchases

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice

none

Maximum Deferred Sales Charge (Load)

rr_MaximumDeferredSalesChargeOverOther

none

Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions

rr_MaximumSalesChargeOnReinvestedDividendsAndDistributionsOverOther

none

Redemption Fee (as a percentage of amount redeemed within five business days of purchase)

rr_RedemptionFeeOverRedemption

none

Other Expenses

rr_OtherExpensesOverAssets

1.66%

Acquired Fund Fees and Expenses

rr_AcquiredFundFeesAndExpensesOverAssets

0.03%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.94%

Fee Waivers and/or Reimbursements

rr_FeeWaiverOrReimbursementOverAssets

(1.21%)

Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements

rr_NetExpensesOverAssets

1.73%

^[2]

One Year

rr_ExpenseExampleYear01

184

Three Years

rr_ExpenseExampleYear03

783

Five Years

rr_ExpenseExampleYear05

1,408

Ten Years

rr_ExpenseExampleYear10

3,092

1 Year

rr_AverageAnnualReturnYear01

(10.14%)

Since Inception

rr_AverageAnnualReturnSinceInception

(4.20%)

Inception Date

rr_AverageAnnualReturnInceptionDate

Jun. 30, 2010

EntrepreneurShares Global Fund | After Taxes on Distributions | Retail Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

(10.43%)

Since Inception

rr_AverageAnnualReturnSinceInception

(4.51%)

EntrepreneurShares Global Fund | After Taxes on Distributions | Institutional Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

(10.15%)

Since Inception

rr_AverageAnnualReturnSinceInception

(4.23%)

EntrepreneurShares Global Fund | After Taxes on Distributions and Sales | Retail Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

(6.76%)

Since Inception

rr_AverageAnnualReturnSinceInception

(3.81%)

EntrepreneurShares Global Fund | After Taxes on Distributions and Sales | Institutional Class

[RiskReturnAbstract]

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

(6.58%)

Since Inception

rr_AverageAnnualReturnSinceInception

(3.56%)

EntrepreneurShares Global Fund | MSCI World Index

[RiskReturnAbstract]

rr_RiskReturnAbstract

1 Year

rr_AverageAnnualReturnYear01

(5.02%)

Since Inception

rr_AverageAnnualReturnSinceInception

(2.06%)

[1] Acquired Fund Fees and Expenses are indirect fees and expenses that funds incur from investing in the shares of other securities. The Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for the Fund in the table above differs from the Ratio of Expenses to Average Net Assets found within the "Financial Highlights" section of the prospectus because the audited information in the "Financial Highlights" reflects the operating expenses and does not include indirect expenses such as Acquired Fund Fees and Expenses.

[2] The Fund's investment advisor has contractually agreed to waive fees and/or reimburse expenses (excluding borrowing and investment-related costs and fees, taxes, extraordinary expenses and fees and expenses of underlying funds) to limit the total annualized expenses of Class A shares, Retail Class shares and Institutional Class shares of the Fund to the amounts of 1.95%, 1.95% and 1.70% per annum, respectively, of net assets attributable to such shares of the Fund.

XML

EntrepreneurShares Global Fund

SUMMARY INFORMATION

Investment Objective

EntrepreneurShares Global Fund^TM (the Fund) seeks long term capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts on Class A shares if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional and in the section entitled “How Class A Shares Sales Charges are Calculated” beginning on page 14 of this Prospectus and beginning on page 36 of the Statement of Additional Information.

SHAREHOLDER FEES (fees paid directly from your investment)

Shareholder Fees EntrepreneurShares Global Fund	Class A	Retail Class	Institutional Class
Maximum Sales Charge (Load) Imposed on Purchases	4.75%	none	none
Maximum Deferred Sales Charge (Load)	none	none	none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions	none	none	none
Redemption Fee (as a percentage of amount redeemed within five business days of purchase)	none	none	none

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses EntrepreneurShares Global Fund		Class A	Retail Class	Institutional Class
Other Expenses		1.66%	1.66%	1.66%
Acquired Fund Fees and Expenses	[1]	0.03%	0.03%	0.03%
Total Annual Fund Operating Expenses		3.19%	3.19%	2.94%
Fee Waivers and/or Reimbursements		(1.21%)	(1.21%)	(1.21%)
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements	[2]	1.98%	1.98%	1.73%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example EntrepreneurShares Global Fund (USD $)	One Year	Three Years	Five Years	Ten Years
Class A	670	1,280	1,914	3,611
Retail Class	211	863	1,541	3,349
Institutional Class	184	783	1,408	3,092

PortfolioTurnover

TheFundpaystransaction costs,suchascommissions,whenitbuysand sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund sharesare held ina taxable account.These costs, whichare not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. Portfolioturnoverforthefiscal periodfromNovember11,2010 through June 30, 2011 was 32.87%.

Principal Investment Strategies

The Fund seeks investment results that exceed the performance, before fees and expenses, of the MSCI World Index (the “Index”), through active principles-based securities selection. The Fund mainly invests in equity securities of global companies with market capitalizations that are above $150 million at the time of initial purchase and possess entrepreneurial characteristics (“entrepreneurial companies”), as determined by the Fund’s portfolio manager. Equity securities include common stocks, preferred stocks, convertible preferred stocks, warrants, options and American Depository Receipts.

Under normal market conditions, the Fund will invest at least 40% of its assetsinequity securities ofcompanies domiciled orheadquartered outside of the United States, or whose primary business activities or principal trading markets are located outside of the United States (“foreign companies”), unless the Advisor deems market conditions and/or company valuations to be less favorable to foreign companies, in which case, the Fund will invest at least 30%ofitstotalassetsinforeigncompanies. TheFundmayinvestinabroad range of securities in both developed and emerging markets. The Fund will invest in at least three countries.

The Fund’s investment strategy is unique, in part, due to the portfolio manager’s proprietary process of identifying a universe of companies, including technology companies, that the manager believes possess entrepreneurial managementcharacteristics. The Fund utilizesquantitative models to narrow the broad universe of domestic and foreign companies in which it may invest. The Fund then uses fundamental analysis to identify from this list the entrepreneurial companies that it believes have the potential for long- term capital appreciation. Byway of example,in conducting thefundamental analysis, the Fund looks for companies with a good business, shareholder- oriented management and organic growth. The portfolio manager generally will sell a portfolio security when he believes the security has achieved its value potential; changing fundamentals signal a deteriorating value potential; or other securities with entrepreneurial characteristics have better performance potential.

Principal Risks of Investing in the Fund

Investors in the Fund may lose money. The Fund is intended for investors who are willing to withstand the risk of short-term price fluctuations in exchange for potential long-term capital appreciation. An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation orany other government agency. There are risks associated with the Fund’s principal investment strategies. These risks include:

• Manager Risk: 

How the portfolio manager manages the Fund will affect the Fund’s performance. The Fund may lose money if the portfolio manager’s investment strategy does not achieve the Fund’s objective or the portfolio manager does not implement the strategy properly.

•  No Prior Experience Managing a Registered Mutual Fund: 

While Dr.Joel M. Shulman,the Fund’sportfolio manager, has managed private funds and accounts for over five years, the Fund is the first registered mutual fund managed by the Advisor and Dr. Shulman. As a result, the Fund is subject to risks that may result from Dr. Shulman’s lack of prior experience managing a registered mutual fund.

• Market Risk: 

The prices of the securities, particularly the common stocks, in which the Fund invests may decline for a number of reasons. The price declines of common stocks, in particular, may be steep, sudden, and/ or prolonged.

• Common Stock Risk: 

Common stocks represent an ownership interest in a company. They may or may not pay dividends or carry voting rights. Common stock occupies the most junior position in a company’s capital structure. Debtsecurities and preferredstocks have rightssenior to acompany’s common stock. Although common stocks havea history oflong-term growth in value, their prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions.

• Small and Medium Sized Companies Risk: 

The Fund invests in small and medium sized companies, which may have more limited liquidity and greater price volatility than larger, more established companies. Small companies may have limited product lines, markets or financial resources and their management may be dependent on a limited number of key individuals.

• Technology Company Investing Risk: 

Investment in technology companies, including companies engaged in Internet-related activities,is subject tothe risk ofshort product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risksmay result insignificant earnings lossand price volatility. Some technology companies also have limited operating histories and are subject to the risks of small or unseasoned companies, as described under “Small and Medium Sized Companies Risk.”

•  Foreign Securities Risk: 

The securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. The costs associated with securities transactions are often higher in foreign countries than the U.S. The U.S. dollar value of foreign securities traded in foreign currencies (and any dividends and interest earned) held by the Fund may be affected favorably or unfavorably by changes in foreign currency exchange rates. An increase in the U.S. dollar relative to theseother currencies willadversely affectthe Fund. Additionally, investments in foreign securities, even those publicly traded in the United States, may involve risks that are in addition to those inherent in domestic investments. Foreign companies may not be subject to the same regulatory requirements of U.S. companies, and as a consequence, there may be less publicly available information aboutsuchcompanies. Also,foreigncompaniesmaynotbesubject to uniform accounting, auditing, and financial reporting standards and requirements comparable to those applicable to U.S. companies. Foreigngovernments and foreigneconomies often areless stable than the U.S. Government and the U.S. economy.

•  Emerging Markets Risk: 

Investments in emerging market countries may have more risk because these markets are less developed, less liquid and subject to increased economic, political, regulatory or other uncertainties.

•  Quantitative Investment Approach Risk: 

The Fund utilizes a combined approach of quantitative and qualitative analysis. The Fund employs a number of quantitative filters in identifying a broad array of entrepreneurial companies, and then the Fund performs fundamental analysis in determining its final stock selection. While the portfolio manager continuously reviews and refines, if necessary, his investment approach, there may be market conditions where the quantitative or qualitative investment approaches perform poorly.

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund. The bar chart shows performance return for the full calendar year 2011. The performance for the Institutional Class shares would differ only to the extent that the Institutional Class shares have different expenses than the Investor Class shares. No performance is shown for the Retail Class because it is no longer in operation, but it may be reopened in the future. The table shows how the Fund’s average annual returns over time compare with those of a broad measure of market performance. Please remember that the Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. It may perform better or worse in the future.

EntrepreneurShares Fund - Retail Class
Calendar Year Total Returns as of 12/31

The Fund’s year-to-date return as of September 30, 2012 was 13.73%.

During the 1 year period shown above, the Funds best and worst quarters are shown below:

Best Quarter 31 Mar 2011 7.94%

Worst Quarter 30 Sept 2011 -20.86%

AVERAGE ANNUAL TOTAL RETURNS

(For period ending December 31, 2011)

Average Annual Total Returns EntrepreneurShares Global Fund	1 Year	Since Inception	Inception Date
Retail Class	(10.42%)	(4.49%)	Jun. 30, 2010
Retail Class After Taxes on Distributions	(10.43%)	(4.51%)
Retail Class After Taxes on Distributions and Sales	(6.76%)	(3.81%)
Institutional Class	(10.14%)	(4.20%)	Jun. 30, 2010
Institutional Class After Taxes on Distributions	(10.15%)	(4.23%)
Institutional Class After Taxes on Distributions and Sales	(6.58%)	(3.56%)
MSCI World Index	(5.02%)	(2.06%)

After tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual aftertax returns depend on your situation and may differ from those shown. In certain cases, the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and provides an assumed tax deduction that benefits the investor. Furthermore, the after-tax returns shown are not relevant to those who hold their shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”).

[1] Acquired Fund Fees and Expenses are indirect fees and expenses that funds incur from investing in the shares of other securities. The Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for the Fund in the table above differs from the Ratio of Expenses to Average Net Assets found within the "Financial Highlights" section of the prospectus because the audited information in the "Financial Highlights" reflects the operating expenses and does not include indirect expenses such as Acquired Fund Fees and Expenses.

[2] The Fund's investment advisor has contractually agreed to waive fees and/or reimburse expenses (excluding borrowing and investment-related costs and fees, taxes, extraordinary expenses and fees and expenses of underlying funds) to limit the total annualized expenses of Class A shares, Retail Class shares and Institutional Class shares of the Fund to the amounts of 1.95%, 1.95% and 1.70% per annum, respectively, of net assets attributable to such shares of the Fund.