485BPOS 1 esst-485b.htm ENTREPRENEURSHARES SERIES TRUST PROSPECTUS 11-1-18

As filed with the Securities and Exchange Commission on October 30, 2018

Registration No. 333-168040
811-22436

SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549                
 
FORM N-1A
 
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(X)
     
  Pre-Effective Amendment No.      (  )  
     
 
Post-Effective Amendment No. 32 (x)
 
     
 
and/or
 
     
  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)
 
Amendment No. 35 (x)
(Check appropriate box or boxes.)
___________________________________
   
        ENTREPRENEURSHARES SERIES TRUST       
(Exact Name of Registrant as Specified in Charter)
   
175 Federal Street, Suite 875
 
            Boston, Massachusetts            
   02210   
(Address of Principal Executive Offices)
(Zip Code)
   
                            (800) 287-9469                          
(Registrant’s Telephone Number, including Area Code)
   
Dr. Joel M. Shulman
Copy to:
Capital Impact Advisors, LLC
Peter D. Fetzer
Weston Capital Advisors, LLC
Foley & Lardner LLP
470 Atlantic Avenue, Suite #400
777 East Wisconsin Avenue
        Boston, Massachusetts 02210        
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
 


Approximate Date of Proposed Public Offering:  As soon as practicable after the Registration Statement becomes effective.

It is proposed that this filing become effective (check appropriate box):

 immediately upon filing pursuant to paragraph (b)
 
 on October 31, 2018 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
 
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 32 to the Registrant’s Registration Statement relates solely to the Prospectus and Statement of Additional Information of the EntrepreneurShares Global FundTM, the Entrepreneur U.S. Small Cap FundTM, the Entrepreneur U.S. Large Cap FundTM and the ERShares Entrepreneur 30 ETF.  The prospectus and statement of additional information for the Entrepreneur Non US Small Cap Fund, as reflected in Parts A, B and C of the Registrant’s Post-Effective Amendment No. 31, as filed with the Securities and Exchange Commission on September 28, 2018, are not changed or impacted by this filing in any way.
 
 
 
 
 
 
 
 




Prospectus
EntrepreneurShares Series Trust™


EntrepreneurShares Global Fund™
Institutional Class: ENTIX
Class A: not currently offered
Retail Class: not currently offered
Entrepreneur U.S. Small Cap Fund™
Institutional Class: IMPAX
Retail Class: not currently offered
Entrepreneur U.S. Large Cap Fund™
Institutional Class: IMPLX
Retail Class: not currently offered

November 1, 2018

175 Federal Street
Suite #875
Boston, MA 02110
Toll Free: 877-271-8811

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.



TABLE OF CONTENTS
 
 
 
Summary Information: EntrepreneurShares Global Fund
3
 
Investment Objective of the Fund
3
 
Fees and Expenses of the Fund
3
 
Principal Investment Strategies of the Fund
4
 
Principal Risks of the Fund
5
 
Performance of the Fund
8
 
Management of the Fund
9
 
Dividends, Capital Gains and Taxes
9
 
Payments to Intermediaries
9
 
 
   
Summary Information: Entrepreneur U.S. Small Cap Fund
10
 
Investment Objective of the Fund
10
 
Fees and Expenses of the Fund
10
 
Principal Investment Strategies of the Fund
11
 
Principal Risks of the Fund
12
 
Performance of the Fund
14
 
Management of the Fund
15
 
Dividends, Capital Gains and Taxes
15
 
Payments to Intermediaries
15
 
 
   
Summary Information: Entrepreneur U.S. Large Cap Fund
16
 
Investment Objective of the Fund
16
 
Fees and Expenses of the Fund
16
 
Principal Investment Strategies of the Fund
17
 
Principal Risks of the Fund
18
 
Performance of the Fund
19
 
Management of the Fund
20
 
Dividends, Capital Gains and Taxes
20
 
Payments to Intermediaries
20
 
 
   
Investment Objective and Investment Strategies
20
 
Disclosure of Portfolio Holdings
25
 
Management of the Funds
25
 
The Funds Share Prices
26
 
Purchasing Shares
27
 
Redeeming Shares
36
 
Dividends, Distributions, and Taxes
40
 
Distribution and Service Plans
41
 
Financial Highlights of the Funds
43
 
Privacy Policy
44
 
 
 

2


 
EntrepreneurShares Global FundTM

 
Investment Objective
 
EntrepreneurShares Global FundTM (the “Fund” in this Summary and other Global Fund specific sections and “Global Fund” elsewhere in this Prospectus) 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 of this Prospectus entitled “How Class A Shares Sales Charges are Calculated” beginning on page 36 of this Prospectus and in the section of the Statement of Additional Information entitled “Additional Information Regarding Purchases and Sales of Fund Shares” beginning on page 31 of the Statement of Additional Information.
 
SHAREHOLDER FEES (fees paid directly from your investment)
 
 
 
 
 
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)
2%
2%
2%
 
 
 
 
 
 
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
 
 
 
 
Management Fees
1.25%
1.25%
1.25 %
 
Distribution and Service (Rule 12b-1) Fees
0.25%
0.25%
None
 
Other Expenses*
0.28%
0.28%
0.28%
 
Acquired Fund Fees and Expenses**
0.01%
0.01%
0.01%
 
Total Annual Fund Operating Expenses
1.79%
1.79%
1.54%
 
Fee Waivers and/or Expense Reimbursements***
0.17%
0.17%
0.17%
 
Total Annual Fund Operating Expenses After Fee Waivers and /or Expense Reimbursements
1.96%
1.96%
1.71%
 

 
*“Other Expenses” are based on estimated expenses for the current fiscal year for the Class A shares and the Retail Class shares.
 
**Acquired Fund Fees and Expenses (“AFFEs”) are indirect fees and expenses that funds incur from investing in the shares of other investment companies. The Total Annual Fund Operating
3

Expenses After Fee Waivers and/or Expense Reimbursements for the Fund in the table above differs from the Ratio of Expenses to Average Net Assets found within the “Financial Highlights” section of this Prospectus because the audited information in the “Financial Highlights” reflects the operating expenses and does not include indirect expenses such as AFFEs.
 
***The Fund’s investment advisor has contractually agreed to waive fees and/or reimburse expenses (excluding certain borrowing and investment-related costs and fees, taxes, extraordinary expenses and A) 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 through November 1, 2019. This waiver can be terminated only by a majority vote of the independent trustees of EntrepreneurShares Series Trust (the “Trust”), of which the Fund is a series. Subject to some limitations, Weston Capital Advisors, LLC, the Fund’s investment advisor (the “Advisor” in this Summary and other Global Fund specific sections and “Weston” elsewhere in this Prospectus), shall be permitted to recover previously waived expenses in later periods to the extent that the Fund's expenses fall below the annual rates in effect at the time such expenses were originally waived. The expense recoupment period is not to exceed three years.

Example
 
This example (the “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 expenses are equal to the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements for the first year and the Total Annual Fund Operating Expenses for the remaining years.  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
 
1 Year
3 Years
5 Year
10 Year
Class A
$665
$1,027
$1,414
$2,494
Retail Class
$199
$580
$985
$2,119
Institutional Class
$174
$503
$856
$1,850
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and 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 shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 38% of the average value of its portfolio.

Principal Investment Strategies
 
The Fund seeks investment results that exceed the performance, before fees and expenses, of the MSCI World Index (the “Index”). The Fund mainly invests in equity securities of global companies with market capitalizations that are above $300 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 (“ADRs”).
 
4

Under normal market conditions, the Fund will invest at least 40% of its net assets (plus any borrowing for investment purposes) in equity securities of companies domiciled or headquartered 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 portfolio manager deems market conditions and/or company valuations to be less favorable to Foreign Companies, in which case, the Fund will invest at least 30% of its total assets in Foreign Companies. The Fund may invest in a broad range of securities in both developed and emerging markets across different industry sectors. The Fund will invest in at least three countries. Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.

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 characteristics (as detailed below in “Portfolio Manager Investment Philosophy”). The portfolio manager presumes that company managers with better entrepreneurial vision will select more efficient and more economically effective growth vehicles, without taking on undue risk. This trait might be represented by superior growth characteristics compared to other non-entrepreneurial peer companies in the same industry.  These characteristics include: (i) more organic growth, (ii) more strategic alliances/partnerships/licensing deals, (iii) lower debt levels, (iv) lower or no dividends, and (v) higher sales turnover (sales divided by total assets). 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. The portfolio manager generally will sell a portfolio security when he believes the security will no longer increase in value at the same rate as it has in the past, changing fundamentals signal a deteriorating value potential, or other securities with entrepreneurial characteristics have better price 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. 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.
 
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. Adverse market conditions, sometimes in response to general economic or industry news, may cause the prices of the Fund’s holdings to fall as part of a broad market decline. The financial crisis in the U.S. and foreign economies over the past several years, including the European sovereign debt crisis, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both U.S. and foreign, and in the net asset values (“NAV”) of many mutual funds, including to some extent the Fund. Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region may adversely affect issuers in another country or region, which may adversely affect securities held by the Fund.
5

These circumstances have also decreased liquidity in some markets and may continue to do so. In addition, certain unanticipated events, such as natural disasters, terrorist attacks, and other geopolitical events, can have a dramatic adverse effect on securities held by the Fund.
 
Common Stock Risk: 
Common stock 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 to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and 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.”
 
•  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 using factors that are indicative of entrepreneurial behavior. After this quantitative analysis, 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.
 
•  Preferred Stock Risk:
 
Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
 
•  Rights and Warrants Risk: 
 
The Fund may purchase rights and warrants to purchase equity securities. Investments in rights and warrants are pure speculation in that they have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. They do not represent ownership of the securities, but only the right to buy them. The prices of rights (if traded independently) and warrants do not necessarily move parallel to the prices of the underlying securities. Rights and warrants involve the risk that the Fund could lose the purchase value of the warrant if the warrant is not exercised prior to its expiration. They also involve the risk that the effective price paid for the warrant added to
6

the subscription price of the related security may be greater than the value of the subscribed security’s market price.
 
•  Convertible Securities Risk: 
 
Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities.
 
•  Options on Securities Risk: 
 
One risk of any put or call that is held is that the put or call is a wasting asset. If it is not sold or exercised prior to its expiration, it becomes worthless. The time value component of the premium decreases as the option approaches expiration, and the holder may lose all or a large part of the premium paid. In addition, there can be no guarantee that a liquid secondary market will exist on a given exchange, in order for an option position to be closed out. Furthermore, if trading is halted in an underlying security, the trading of options is usually halted as well. In the event that an option cannot be traded, the only alternative to the holder is to exercise the option.
 
•  American Depository Receipts Risk: 
 
One risk of investing in an ADR is the political risk of the home country. Instability in the home country increases the risk of investing in an ADR. Another risk is exchange rate risk. ADR shares track the shares in the home country. If a country's currency is devalued, it will trickle down to the ADR. This can result in a significant loss, even if the company had been performing well. Another related risk is inflationary risk. Inflation is the rate at which the general level of prices for goods and services is rising and, subsequently, purchasing power is falling. Inflation can have a serious negative impact on business because the currency of a country with high inflation becomes less and less valuable each day.
 
•  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 these other currencies will adversely affect the 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 about such companies. Also, Foreign Companies may not be subject to uniform accounting, auditing, and financial reporting standards and requirements comparable to those applicable to U.S. companies. Foreign governments and foreign economies often are less 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.
 
7

Liquidity Risk:
Liquidity risk is the risk, due to certain investments trading in lower volumes or to market and economic conditions, that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Fund’s valuation of the investments.  Events that may lead to increased redemptions, such as market disruptions, may also negatively impact the liquidity of the Fund’s investments when it needs to dispose of them.  If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund.  Liquidity issues may also make it difficult to value the Fund’s investments.
 
Investments in Other Investment Companies Risk: 
Shareholders will indirectly be subject to the fees and expenses of the other investment companies in which the Fund invests and these fees and expenses are in addition to the fees and expenses that Fund shareholders directly bear in connection with the Fund’s own operations. In addition, shareholders will be indirectly subject to the investment risks of the other investment companies.
 
Performance
 
The following bar chart and table provide some indication of the risks of investing in the Fund.  The following performance information shows changes in performance from year to year and how the Fund’s average annual returns for 1 year, 5 years and since inception compare with those of an index that reflects a broad measure of market performance, the MSCI The World Index. If interim performance information is requested by shareholders, it will be provided upon request by calling 877-271-8811. No performance is shown for the Class A and Retail Class because they are no longer in operation, but they may be reopened in the future.  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.
 
 
8

 

EntrepreneurShares Global Fund - Institutional Class

Calendar Year Returns as of 12/31

 
 
 
The Fund’s return for most recent 9-month period ended September 30, 2018 was 8.60%.
 
During the period shown in the bar chart, the Fund’s best and worst quarters are shown below:
 
Best Quarter      31 Mar 2012        15.05%
 
Worst Quarter   30 Jun 2011       -20.82%
 
 
AVERAGE ANNUAL TOTAL RETURNS
 
(For period ending December 31, 2017)
 
Institutional Class
1 year
5 year
Since Inception (Nov. 11, 2010)
Returns before taxes
30.13%
12.63%
10.09%
Returns after taxes on distribution
26.91%
11.20%
9.09%
Returns after taxes on distributions and sale of fund shares
18.10%
9.74%
7.90%
Index
     
MSCI The World Index (Net)*    **
22.40%
11.64%
9.81%
 
*reflects no deductions for fees, expenses or taxes.
 
**MSCI publishes two versions of this index reflecting the reinvestment of dividends using two different methodologies: gross dividends and net dividends.  While both versions reflect
9

reinvested dividends, they differ with respect to the manner in which taxes associated with dividend payments are treated.  In calculating the net dividends version, MSCI incorporates reinvested dividends applying the withholding tax rate applicable to foreign non-resident institutional investors that do not benefit from double taxation treaties.  The Fund believes that the net dividends version better reflects the returns U.S. investors might expect were they to invest directly in the component securities of the index. 
 
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 after-tax returns depend on your situation and may differ from those shown. 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”).
 
Management
 
Investment Advisor
 
Weston Capital Advisors, LLC is the Fund’s investment advisor.
 
Investment Sub-Advisor
 
EntrepreneurShares, LLC is the Fund’s investment sub-advisor (the “Sub-Advisor”).
 
Portfolio Manager
 
Dr. Joel M. Shulman has been the Fund’s portfolio manager since November 11, 2010 and is Managing Director of the Advisor and President of the Sub-Advisor.
 
Purchase and Sale of Fund Shares
 
You may redeem or purchase shares of the Fund by contacting your broker-dealer or other financial intermediary, or directly by calling 877-271-8811. You may buy and redeem shares of the Fund each day the New York Stock Exchange (the “NYSE”) is open. The minimum initial investment in the Fund’s Institutional Class, Class A, and Retail Class shares is $2,500 and $1,000 for IRAs. There is a $100 minimum subsequent investment requirement for Class A and Retail Class shares. There is no minimum subsequent investment requirement for Institutional Class shares. A $50 minimum exists for each additional investment made through the Automatic Investment Plan.  Currently, Retail Class shares and Class A shares are not being offered by the Fund.
 
You may redeem or purchase Fund shares by sending the letter of instruction to EntrepreneurShares Global FundTM, 235 West Galena Street, Milwaukee, Wisconsin 53212, or by telephone at 877-271-8811. Investors who wish to redeem (or purchase) shares through a broker-dealer or other financial intermediary should contact the intermediary regarding the hours during which orders to redeem shares of the Fund may be placed.
 
Dividends, Capital Gains, and Taxes
 
The Fund’s distributions will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case investment distributions may be taxed when withdrawn from the tax-deferred account.
 

10

Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
 
 
 
 
 
 
 
 
 

11



 
Entrepreneur U.S. Small Cap FundTM


Investment Objective
 
Entrepreneur U.S. Small Cap FundTM (the “Fund” in this Summary and other U.S. Small Cap Fund specific sections and “U.S. Small Cap Fund” elsewhere in this Prospectus) 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.
 
SHAREHOLDER FEES (fees paid directly from your investment)
 
 
 
 
 
Retail
Class
Institutional
Class
   
 
 
 
   
Maximum Sales Charge (Load) Imposed on Purchases
None
None
   
Maximum Deferred Sales Charge (Load)
None
None
   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions
None
None
   
Redemption Fee (as a percentage of amount redeemed within five business days of purchase)
2%
2%
   
 
 
 
   
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
 
 
   
Management Fees
0.75%
 0.75%
   
Distribution and Service (Rule 12b-1) Fees
0.25%
None
   
Other Expenses*
0.15%
0.15%
   
Acquired Fund Fees and Expenses**
0.01%
0.01%
   
Total Annual Fund Operating Expenses
1.16%
0.91%
   
Fee Waivers and/or Expense Reimbursements***
(0.05)%
(0.05)%
   
Total Annual Fund Operating Expenses After Fee Waivers and /or Expense Reimbursements
1.11%
0.86%
   
 
*“Other Expenses” are based on estimated expenses for the current fiscal year for the Retail Class shares.
 
**Acquired Fund Fees and Expenses (“AFFEs”) are indirect fees and expenses that funds incur from investing in the shares of other investment companies. The Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements for the Fund in the table above differs from the Ratio of Expenses to Average Net Assets found within the “Financial Highlights” section of this Prospectus because the audited information in the “Financial Highlights” reflects the operating expenses and does not include indirect expenses such as AFFEs.

***The Fund’s investment advisor has contractually agreed to waive fees and/or reimburse expenses (excluding certain borrowing and investment-related costs and fees, taxes, extraordinary expenses and acquired fund fees and expenses) to limit the total annualized expenses of Retail Class shares and Institutional Class shares of the Fund to the amounts of
12

1.10% and 0.85% per annum, respectively, of net assets attributable to such shares of the Fund through November 1, 2019. This waiver can be terminated only by a majority vote of the independent trustees of the Trust, of which the Fund is a series. Subject to some limitations, Capital Impact Advisors, LLC, the Funds’ investment advisor (the “Advisor” in this Summary and other U.S. Small Cap Fund specific sections and “Capital Impact Advisors” elsewhere in this Prospectus), shall be permitted to recover previously waived expenses in later periods to the extent that the Fund's expenses fall below the annual rates in effect at the time such expenses were originally waived. The expense recoupment period is not to exceed three years.

Example
 
This example (the “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 expenses are equal to the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements for the first year and the Total Annual Fund Operating Expenses for the remaining years.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
 
1 Year
3 Years
5 Years
10 Years
         
Retail Class
$113
$364
$633
$1,405
Institutional Class
$88
$285
$499
$1,115
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and 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 shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 72% of the average value of its portfolio.
 
Principal Investment Strategies
 
The Fund seeks investment results that exceed the performance, before fees and expenses, of the Russell 2000® Index (the “Index”). Under normal market conditions, the Fund will invest at least 80% of its assets in equity securities of small or mid capitalization companies domiciled or headquartered within the United States, or whose primary business activities or principal trading markets are located within the United States (“Entrepreneurial Companies”). Small capitalization companies are companies with market capitalizations that are above $300 million at the time of initial purchase.  Equity securities include common stocks, preferred stocks, convertible preferred stocks, warrants, options and ADRs.  If the Fund’s Advisor deems market conditions and/or company valuations to be less favorable to either small, mid or large capitalization companies, the Fund may invest at its discretion, outside of the above stated general parameters. The Fund may invest in a broad range of securities with discretion to invest across different industry sectors. Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.
 
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 characteristics. The Fund then uses fundamental
13

analysis to identify from this list the Entrepreneurial Companies that it believes have the potential for long- term capital appreciation. By way of example, in conducting the fundamental 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. 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.
 
·
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. Adverse market conditions, sometimes in response to general economic or industry news, may cause the prices of the Fund’s holdings to fall as part of a broad market decline. The financial crisis in the U.S. and foreign economies over the past several years, including the European sovereign debt crisis, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both U.S. and foreign, and in the NAVs of many mutual funds, including to some extent the Fund. Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region may adversely affect issuers in another country or region, which may adversely affect securities held by the Fund. In addition, certain unanticipated events, such as natural disasters, terrorist attacks, and other geopolitical events, can have a dramatic adverse effect on securities held by the Fund.
 
·
Common Stock Risk:
Common stock 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 to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology
14

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.”
 
·
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, using factors that are indicative of entrepreneurial behavior. After this quantitative analysis, 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.
 
·
Preferred Stock Risk:
Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
 
·
Rights and Warrants Risk:
The Fund may purchase rights and warrants to purchase equity securities. Investments in rights and warrants are pure speculation in that they have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. They do not represent ownership of the securities, but only the right to buy them. The prices of rights (if traded independently) and warrants do not necessarily move parallel to the prices of the underlying securities. Rights and warrants involve the risk that the Fund could lose the purchase value of the warrant if the warrant is not exercised prior to its expiration. They also involve the risk that the effective price paid for the warrant added to the subscription price of the related security may be greater than the value of the subscribed security’s market price.
 
·
Convertible Securities Risk:
Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities.
 
·
Options on Securities Risk:
One risk of any put or call that is held is that the put or call is a wasting asset. If it is not sold or exercised prior to its expiration, it becomes worthless. The time value component of the premium decreases as the option approaches expiration, and the holder may lose all or a large part of the premium paid. In addition, there can be no guarantee that a liquid secondary market will exist on a given exchange, in order for an option position to be closed out. Furthermore, if trading is halted in an underlying security, the trading of options is usually halted as well. In the event that an option cannot be traded, the only alternative to the holder is to exercise the option.
 
·
Liquidity Risk:
Liquidity risk is the risk, due to certain investments trading in lower volumes or to market and economic conditions, that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Fund’s valuation of the investments.  Events that may lead to increased redemptions, such as market disruptions,
15

may also negatively impact the liquidity of the Fund’s investments when it needs to dispose of them.  If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund.  Liquidity issues may also make it difficult to value the Fund’s investments.
 
·
Investments in Other Investment Companies Risk:
Shareholders will indirectly be subject to the fees and expenses of the other investment companies in which the Fund invests and these fees and expenses are in addition to the fees and expenses that Fund shareholders directly bear in connection with the Fund’s own operations. In addition, shareholders will be indirectly subject to the investment risks of the other investment companies.
 
Performance
 
The following bar chart and table provide some indication of the risks of investing in the Fund.  The following performance information shows changes in performance from year to year and how the Fund’s average annual returns for 1 year and since inception compare with those of an index that reflects a broad measure of market performance, the Russell 2000® Total Return Index.  No performance is shown for the Retail Class because it is not in operation, but it may be opened in the future.  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.
 
 

Entrepreneur U.S. Small Cap 

 Fund - Institutional Class

Calendar Year Returns as of 12/31

 

 
The Fund’s return for most recent 9-month period ended September 30, 2018 was 30.43%.
 
During the period shown in the bar chart, the Fund’s best and worst quarters are shown below:
 
Best Quarter      30 June 2018        17.10%
 
Worst Quarter   30 Sept 2015      -12.58%
 

 
16

AVERAGE ANNUAL TOTAL RETURNS
 
(For period ending December 31, 2017)
 
 
 
Institutional Class                                              
1 year          
Since Inception (Dec. 17, 2013)
Return before taxes                                               
23.78%               
10.43%
Return after taxes on distribution                        
20.63%             
9.32%
Return after taxes on distribution                       
15.48%              
8.04%
   and sale of fund shares
   
Index
   
Russell 2000® Total Return Index*                    
14.65%             
9.66%
 
*reflects no deduction for fees, expenses or taxes
 
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 after-tax 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 IRAs.
 
Management
 
Investment Advisor
 
Capital Impact Advisors, LLC is the Fund’s investment advisor.
 
Portfolio Manager
 
Dr. Joel M. Shulman has been the Fund’s portfolio manager since December 17, 2013 and is Chief Executive Officer of the Advisor.
 
Purchase and Sale of Fund Shares
 
You may purchase shares of the Fund by contacting your broker-dealer or other financial intermediary, or directly by calling 877-271-8811. You may buy and redeem shares of the Fund each day the NYSE is open. The minimum initial investment in the Fund’s Institutional and Retail Class is $2,500 and $1,000 for IRAs. There is no minimum subsequent investment requirement for Retail Class shares or Institutional Class shares. A $50 minimum exists for each additional investment made through the Automatic Investment Plan.  Currently, Retail Class shares are not being offered by the Fund.
 
You may redeem or purchase Fund shares by sending the letter of instruction to Entrepreneur U.S. Small Cap FundTM, 235 West Galena Street, Milwaukee, Wisconsin 53212, or by telephone at 877-271-8811. Investors who wish to redeem or purchase shares through a broker-dealer or other financial intermediary should contact the intermediary regarding the hours during which orders to redeem shares of the Fund may be placed.
 
 
17

Dividends, Capital Gains, and Taxes
 
The Fund’s distributions will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case investment distributions may be taxed when withdrawn from the tax-deferred account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker- dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
 
 
 
 
 
 
 
 
 
 
 

 

18


 
Entrepreneur U.S. Large Cap FundTM


Investment Objective
 
Entrepreneur U.S. Large Cap FundTM (the “Fund” in this Summary and other U.S. Large Cap Fund specific sections and “U.S. Large Cap Fund” elsewhere in this Prospectus) 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.
 
SHAREHOLDER FEES (fees paid directly from your investment)
 
 
 
 
 
Retail
Class
Institutional
Class
   
 
 
 
   
Maximum Sales Charge (Load) Imposed on Purchases
None
None
   
Maximum Deferred Sales Charge (Load)
None
None
   
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions
None
None
   
Redemption Fee (as a percentage of amount redeemed within five business days of purchase)
2%
2%
   
 
 
 
   
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
 
 
   
Management Fees
0.65%
 0.65%
   
Distribution and Service (Rule 12b-1) Fees
0.25%
None
   
Other Expenses*
0.16%
0.16%
   
Total Annual Fund Operating Expenses
1.06%
0.81%
   
Fee Waivers and/or Expense Reimbursements**
(0.06)%
(0.06)%
   
Total Annual Fund Operating Expenses After Fee Waivers and /or Expense Reimbursements
1.00%
0.75%
   
 
*“Other Expenses” are based on estimated expenses for the current fiscal year for the Retail Class shares.

** The Fund’s investment advisor has contractually agreed to waive fees and/or reimburse expenses (excluding certain borrowing and investment-related costs and fees) to limit the total annualized expenses of the Retail share class and Institutional share class of the Fund to 1.00% and 0.75% per annum, respectively, of net assets attributable to such shares through November 1, 2019. This waiver can be terminated only by a majority vote of the independent trustees of the Trust. Subject to some limitations, Capital Impact Advisors, LLC (the “Advisor” in this Summary and other U.S. Large Cap Fund specific sections and “Capital Impact Advisors” elsewhere in this Prospectus) shall be permitted to recover expenses it has borne subsequent to the effective date of this agreement in later periods to the extent that the Fund’s expenses fall below the annual rates set forth above.  The expense recoupment period is not to exceed three years.

19

Example
 
This example (the “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 expenses are equal to the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements for the first year and the Total Annual Fund Operating Expenses for the remaining years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 
1 Year
3 Years
5 Years
10 Years
         
Retail Class
$102
$331
$579
$1,289
Institutional Class
$77
$253
$444
$996
 
Portfolio Turnover
 
The Fund pays transaction costs, such as commissions, when it buys and 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 shares are held in a taxable account. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 43% of the average value of its portfolio.

Principal Investment Strategies
 
The Fund seeks investment results that exceed the performance, before fees and expenses, of the S&P 500 Index (the “Index”). The Fund will invest at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of U.S. companies with market capitalizations that are above $5 billion 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, rights, warrants, options and ADRs.
 
Under normal market conditions, the Fund will invest approximately 85% - 100% of its assets in equity securities of large capitalization companies the business of which is tied economically to the United States, through being domiciled or headquartered within the United States, or whose primary business activities or principal trading markets are located within the United States. The Fund may invest in a broad range of securities with discretion to invest across industry sectors.  Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.
 
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 characteristics. The portfolio manager presumes that company managers with better entrepreneurial vision will select more efficient and economically effective growth vehicles, without taking on undue risk. This trait might be represented by superior growth characteristics compared to other non-entrepreneurial peer companies in the same industry. These characteristics include: (i) more organic growth; (ii) more strategic alliances/partnerships/licensing deals; (iii) lower debt levels; (iv) lower or no dividends; and (v) higher sales turnover (sales divided by total assets). The Fund then uses fundamental analysis to
20

identify from this list the Entrepreneurial Companies that it believes have the potential for long- term capital appreciation. The portfolio manager generally will sell a portfolio security when he believes the security will no longer increase in value at the same rate it has in the past, changing fundamentals signal a deteriorating value potential, or other securities with entrepreneurial characteristics have better price 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. 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.
 
·
 
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. Adverse market conditions, sometimes in response to general economic or industry news, may cause the prices of the Fund’s holdings to fall as part of a broad market decline. The financial crisis in the U.S. and foreign economies over the past several years, including the European sovereign debt crisis, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both U.S. and foreign, and in the NAVs of many mutual funds, including to some extent the Fund. Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region may adversely affect issuers in another country or region, which may adversely affect securities held by the Fund. In addition, certain unanticipated events, such as natural disasters, terrorist attacks, and other geopolitical events, can have a dramatic adverse effect on securities held by the Fund.
 
·
 
Common Stock Risk:
 
Common stock prices fluctuate based on changes in a company’s financial condition and on overall market and economic conditions. Common stock is also subordinate to other securities in a company’s capital structure.
 
·
 
Technology Company Investing Risk:
 
Investment in technology companies, including companies engaged in Internet-related activities, is subject to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology companies also have limited operating histories and are subject to the risks of unseasoned companies.
 
·
 
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, using factors that are indicative of entrepreneurial behavior. After this
21

quantitative analysis, 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.
 
·
 
Preferred Stock Risk:
 
Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
 
·
Rights and Warrants Risk:
 
The Fund may purchase rights and warrants to purchase equity securities. Investments in rights and warrants are pure speculation in that they have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. They do not represent ownership of the securities, but only the right to buy them. The prices of rights (if traded independently) and warrants do not necessarily move parallel to the prices of the underlying securities. Rights and warrants involve the risk that the Fund could lose the purchase value of the warrant if the warrant is not exercised prior to its expiration. They also involve the risk that the effective price paid for the warrant added to the subscription price of the related security may be greater than the value of the subscribed security’s market price.
 
·
 
Convertible Securities Risk:
 
Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities.
 
·
 
Options on Securities Risk:
 
One risk of any put or call option that is held is that the put or call option is a wasting asset. If it is not sold or exercised prior to its expiration, it becomes worthless. The time value component of the premium decreases as the option approaches expiration, and the holder may lose all or a large part of the premium paid. In addition, there can be no guarantee that a liquid secondary market will exist on a given exchange, in order for an option position to be closed out. Furthermore, if trading is halted in an underlying security, the trading of options is usually halted as well. In the event that an option cannot be traded, the only alternative to the holder is to exercise the option.
 
·
Liquidity Risk:
Liquidity risk is the risk, due to certain investments trading in lower volumes or to market and economic conditions, that the Fund may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Fund’s valuation of the investments.  Events that may lead to increased redemptions, such as market disruptions, may also negatively impact the liquidity of the Fund’s investments when it needs to dispose of them.  If the Fund is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Fund.  Liquidity issues may also make it difficult to value the Fund’s investments.
 
22

·
Investments in Other Investment Companies Risk: 
Shareholders will indirectly be subject to the fees and expenses of the other investment companies in which the Fund invests and these fees and expenses are in addition to the fees and expenses that Fund shareholders directly bear in connection with the Fund’s own operations. In addition, shareholders will be indirectly subject to the investment risks of the other investment companies.
 
Performance
 
The following bar chart and table provide some indication of the risks of investing in the Fund.  The following performance information shows changes in performance from year to year and how the Fund’s average annual returns for 1 year and since inception compare with those of an index that reflects a broad measure of market performance, the S&P 500 Index.  No performance is shown for the Retail Class because it is not in operation, but it may be opened 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.
 
 

Entrepreneur U.S. Large Cap Fund - Institutional Class

Calendar Year Returns as of 12/31

 
 
The Fund’s return for most recent 9-month period ended September 30, 2018 was 20.55%.
 
During the period shown in the bar chart, the Fund’s best and worst quarters are shown below:
 
Best Quarter      31 Dec 2017         8.84%
 
Worst Quarter   30 Sept 2015      -6.50%
 

 
23

AVERAGE ANNUAL TOTAL RETURNS
 
(For period ending December 31, 2017)
 
 
Institutional Class                                              
1 year          
Since Inception (June 30, 2014)
Return before taxes                                               
27.39%                
11.56%
Return after taxes on distribution                         
24.45%                
10.65%
Return after taxes on distribution                         
17.62%                
9.00%
   and sale of fund shares
   
Index
   
S&P 500 Index*                                                   
21.83%               
11.57%
 
*reflects no deduction for fees, expenses or taxes
 
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 after-tax returns depend on your situation and may differ from those shown. 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 IRAs.
 
Management
 
Investment Advisor
 
Capital Impact Advisors, LLC is the Fund’s investment advisor.
 
Portfolio Manager
 
Dr. Joel M. Shulman has been the Fund’s portfolio manager since June 30, 2014 and is Managing Director of the Advisor.

Purchase and Sale of Fund Shares
 
You may redeem or purchase shares of the Fund by contacting your broker-dealer or other financial intermediary, or directly by calling 877-271-8811. You may buy and redeem shares of the Fund each day the NYSE is open. The minimum initial investment in the Fund’s Retail and Institutional Class is $2,500 and $1,000 for Individual Retirement Accounts. There is no minimum subsequent investment requirement for Retail Class shares or Institutional Class shares. A $50 minimum exists for each additional investment made through the Automatic Investment Plan.  Currently, Retail Class shares are not being offered by the Fund.
 
You may redeem or purchase Fund shares by sending the letter of instruction to Entrepreneur U.S. Large Cap FundTM, 235 West Galena Street, Milwaukee, Wisconsin 53212, or by telephone at 877-271-8811. Investors who wish to redeem or purchase shares through a broker-dealer or other financial intermediary should contact the intermediary regarding the hours during which orders to redeem shares of the Fund may be placed.
 
Dividends, Capital Gains, and Taxes
 
The Fund’s distributions will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
24

account, in which case investment distributions may be taxed when withdrawn from the tax-deferred account.

Payments to Broker-Dealers and Other Financial Intermediaries
 
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information. 
 
 
 
 
 
 
 
 
 
 
 
 

25


INVESTMENT OBJECTIVE AND INVESTMENT STRATEGIES
 
Each of the Funds seek investment results that exceed the performance, before fees and expenses, of the applicable Index, through investing in companies with entrepreneurial attributes.
 
 The Global Fund mainly invests in equity securities of global companies with market capitalizations that are above $300 million at the time of initial purchase and possess entrepreneurial characteristic, as determined by the Fund’s portfolio manager.
 
The U.S. Small Cap Fund mainly invests in equity securities of companies domiciled or headquartered within the United States, or whose primary business activities or principal trading markets are located within the United States and with market capitalizations that are above $300 million at the time of initial purchase and possess entrepreneurial characteristics, as determined by the Fund’s portfolio manager.
 
The U.S. Large Cap Fund will principally invest in equity securities of U.S. companies with market capitalizations that are above $5 billion at the time of initial purchase and possess entrepreneurial characteristics, as determined by the Fund’s portfolio manager.
 
Equity securities include common stocks, preferred stocks, convertible preferred stocks, warrants, options and ADRs.
 
The Funds invest primarily in common stocks, which 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. Debt securities and preferred stocks have rights senior to a company’s common stock.
 
The Funds may invest in preferred stocks. Preferred stock includes convertible and non-convertible preferred and preference stocks that are senior to common stock. Preferred stock has a preference over common stock in liquidation (and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value.
 
The Funds may invest in convertible securities. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities.
 
The Funds may also purchase, as a non-principal investment strategy, rights, warrants and options from time to time. An option is a legal contract that gives the buyer (who then becomes the holder) the right to buy, in the case of a call, or sell, in the case of a put, a specified amount of the underlying security at the option price at any time before the option expires. The buyer of a call obtains, in exchange for a premium that is paid to the seller, or “writer,” of the call, the right to purchase the underlying security. The buyer of a put obtains the right to sell the underlying security to the writer of the put, likewise in exchange for a premium.
 
The Funds may also purchase ADRs. The U.S. Small Cap Fund and U.S. Large Cap Fund will generally only purchase ADR’s if they are relevantly tied economically to the United States. The stocks of most Foreign Companies that trade in the U.S. markets are traded as ADRs issued by U.S. depository banks. Each ADR represents one or more shares of a foreign stock or a
26

fraction of a share. The price of an ADR corresponds to the price of the foreign stock in its home market, adjusted for the ratio of ADRs to foreign company shares.
 
The Funds’ investment objective may be changed without shareholder approval on 60 days written notice to shareholders. The U.S. Small Cap Fund will also provide 60 days notice to change the 80% investment requirement.
 
Portfolio Manager Investment Philosophy
 
It is the view of the applicable portfolio manager for each Fund that organizations that emphasize entrepreneurial culture, organic growth, and shareholder-aligned compensation have the potential to outperform well-established corporations over time. Entrepreneurs tend to keep their organization costs lean, debt levels manageable, and expansion projects within reach. Though they may have much less access to cheap debt or equity, they tend to more than compensate with methods for making their resources go further. Consequently, entrepreneurs generally are less affected than non-entrepreneurs by macro credit decisions that reduce borrowing capacity in the marketplace, and generally have the balance sheets to withstand difficult capital-market conditions and the management expertise, confidence, and savvy to navigate unexpected disruptions. In addition, Entrepreneurial Companies often tend to grow organically and create a relatively high rate of job growth compared to non-Entrepreneurial Companies; thus, they have a meaningful societal “impact.”
 
Entrepreneurs with vast financial resources are not always successful. In order to grow, entrepreneurial teams need opportunities to match their resources with appropriate projects. Entrepreneurs tend to seek out and deliver projects with high return on invested capital and engage in successful deal brokering. They tend to leverage business relationships to full economic advantage and position their company at the center of industry growth. Their wealth is created, in part, from a unique vision on how to extract value within competitive market environments. Eventually the outstanding results of entrepreneurial businesses attract the attention of analysts and the media, and publicly traded stocks of successful Entrepreneurial Companies are bid higher.
 
The applicable portfolio manager searches for attributes that are markers of entrepreneurial behavior that can be monitored. For example, an organization with an “entrepreneurial culture” is presumed to have a more efficient workforce that would outperform non-Entrepreneurial Companies. If this were the case, then the portfolio manager expects Entrepreneurial Companies to have lower selling, general, and administrative (“SGA”) expenses, higher gross margins, and higher return on assets (“ROA”). Company SGA, ROA, net profit, and other margin-related factors are monitored and compared to industry benchmarks.
 
The applicable portfolio manager also evaluates “entrepreneurial vision.” The portfolio manager presumes that company managers with better entrepreneurial vision will select more efficient and economically effective growth vehicles, without taking on undue risk. This trait might be represented by superior growth characteristics compared to other non-entrepreneurial peer companies in the same industry. These characteristics include: (i) more organic growth; (ii) more strategic alliances/partnerships/licensing deals; (iii) lower debt levels; (iv) lower or no dividends; and (v) higher sales turnover (sales divided by total assets).
 
There may be a number of factors that distinguish Entrepreneurial Companies from non-Entrepreneurial Companies. Based on numerous attributes that in the portfolio manager’s view distinguish entrepreneurs, these attributes include:
1.
Organic growth opportunities
2.
Above-average ownership stakes among key stakeholders
3.
Low SGA expense
27

4.
Above-average return on invested capital
5.
Sustainable growth
6.
Manageable debt
7.
Active strategic alliances/partnership/licensing deals
8.
Shareholder-aligned executive compensation packages
9.
Low executive turnover
10.
Transparent corporate governance
11.
Long duration of key managers
12.
Low or no dividends
13.
Family involvement
14.
High earnings before interest, taxes, depreciation, and amortization margin percentage
15.
Other significant stakeholder relationships (such as key board members, etc)

The Funds’ Principal Investment Strategies

EntrepreneurShares Global Fund

Under normal market conditions, the Global Fund will invest at least 40% of its assets in equity securities of companies domiciled or headquartered outside of the United States, or whose primary business activities or principal trading markets are located outside of the United States, unless the portfolio manager deems market conditions and/or company valuations to be less favorable to Foreign Companies, in which case, the Fund will invest at least 30% of its total assets in Foreign Companies. The Fund does not invest in unsponsored or over-the-counter ADRs. The Fund may invest in a broad range of securities in both developed and emerging markets. The Fund will invest in at least three countries. Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.

Entrepreneur U.S. Small Cap Fund

Under normal market conditions, the U.S. Small Cap Fund will invest at least 80%  of its assets in equity securities of small or mid capitalization companies domiciled or headquartered within the United States, or whose primary business activities or principal trading markets are located within the United States. The Fund does not invest in unsponsored or over-the-counter ADRs. If the portfolio manager deems market conditions and/or company valuations to be less favorable to either small, mid or large capitalization companies, the Fund may invest at its discretion outside of the above stated general parameters. The Fund may invest in a broad range of securities with discretion to invest across different industry sectors. Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.

Entrepreneur U.S. Large Cap Fund

The U.S. Large Cap Fund will invest at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of companies with market capitalizations that are above $5 billion at the time of initial purchase that are domiciled or headquartered within the United States, or whose primary business activities or principal trading markets are located within the United States. The Fund will comply with the 80% investment requirement under normal circumstances except when taking a temporary defensive position to avoid losses in response to adverse market, economic, political or other conditions or in other limited appropriate circumstances such as when there are unusually large cash inflows or redemptions.  Under normal
28

market conditions, the Fund will invest approximately 85%-100% of its assets in equity securities of large capitalization companies the business of which is tied economically to the United States. The Fund may invest in a broad range of securities with discretion to invest across different industry sectors. Some of the companies that the portfolio manager identifies as exhibiting entrepreneurial characteristics may be investment companies or other financial service companies.

The Funds’ 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 relevant portfolio manager believes possess entrepreneurial management characteristics. The Funds utilize quantitative models to narrow the broad universe of domestic and Foreign Companies in which they may invest. The Funds then use fundamental analysis to identify from this list the Entrepreneurial Companies that each of them believes have the potential for long-term capital appreciation. By way of example, in conducting the fundamental analysis, a Fund looks for companies with a good business, shareholder-oriented management and organic growth. The portfolio manager generally will sell a portfolio security when the portfolio manager 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.

The Funds are intended for investors who are willing to withstand the risk of short-term price fluctuations in exchange for potential long-term capital appreciation.

The Fund’s Non-Principal Investment Strategies

Ordinarily, the applicable portfolio manager intends to keep the portfolio of a Fund fully invested in entrepreneurial stocks; however, a Fund may, in response to adverse market, economic, political or other conditions, take temporary defensive positions. In such circumstances a Fund may invest in money market instruments (such as U.S. Treasury Bills, commercial paper or repurchase agreements). A Fund will not be able to achieve its investment objective of long-term capital appreciation to the extent that it invests in money market instruments since these securities do not appreciate in value. When a Fund is not taking a temporary defensive position, it may hold some cash and money market instruments so that it can pay its expenses, satisfy redemption requests or take advantage of investment opportunities. Under normal circumstances, a Fund will not invest more than 20% of its assets in cash and money market instruments. In the case of the U.S. Small Cap Fund, in certain limited market conditions the Russell 3000® Index may be a relevant benchmark, for example, where a defensive posture is taken.

Although the Funds do not expect to invest a significant amount of its assets in exchange-traded funds (“ETFs”), a Fund may purchase shares of ETFs. ETFs are investment companies that are bought and sold on a securities exchange. An ETF generally represents a portfolio of securities designed to track a particular market index. Typically, a Fund would purchase ETF shares to increase its equity exposure to all or a portion of the stock market while maintaining flexibility to meet the liquidity needs of the Fund. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in a particular ETF could result in it being more volatile than the underlying portfolio of securities and trading at a discount to its NAV. ETFs also have management fees that are part of their costs, and a Fund will indirectly bear its proportionate share of these costs. Generally, a Fund will purchase shares of ETFs having the characteristics of the types of common stocks in which such Fund typically invests. If greater liquidity is desired, then a Fund may purchase shares of ETFs designed to track the price performance and dividend yield of a broad market index.

29

The Funds may purchase stock index futures contracts to efficiently manage cash flows into and out of the relevant Fund and to potentially reduce trading costs. Participation in the futures markets involves additional investment risks - in particular, the loss from investing in futures contracts is potentially unlimited. The skills needed to invest in futures contracts are different from those needed to invest in portfolio securities. While a Fund generally will utilize futures contracts only if there exists an active market for such contracts, there is no guarantee that a liquid market will exist for the contracts at a specified time.

Although the Funds seek to invest for the long term, they retain the right to sell securities irrespective of how long they have been held. While the Funds generally expect that the annual portfolio turnover rate of the Funds will not exceed 100% there can be no assurance that this will be the case in any particular year or twelve month period. A portfolio turnover rate of 100% would occur, for example, if all of a Fund’s securities were replaced within one year. A portfolio turnover rate of 100% or more would result in such Fund incurring more transaction costs such as brokerage, mark-ups or mark-downs. Payment of these transaction costs could reduce such Fund’s total return. High portfolio turnover could also result in the payment by such Fund’s shareholders of increased taxes on realized gains.
 
DISCLOSURE OF PORTFOLIO HOLDINGS
 
The Funds’ statement of additional information (the “SAI”), which is incorporated by reference into this Prospectus, contains a description of the Funds’ policies and procedures with respect to the disclosure of its portfolio holdings.
 
MANAGEMENT OF THE FUNDS
 
Weston Capital Advisors, LLC (“Weston”) is the Global Fund’s investment advisor and was formed on June 3, 2010.  EntrepreneurShares, LLC (“Sub-Advisor”) is the Global Fund’s investment sub-advisor and was formed on April 1, 2010. Weston has delegated the day-to-day management of the Global Fund’s portfolio to the Sub-Advisor.
 
Capital Impact Advisors, LLC (“Capital Impact Advisors”) is the investment advisor to both the U.S. Small Cap Fund and the U.S. Large Cap Fund and was formed on April 16, 2013.
 
Dr. Joel M. Shulman is the principal of Weston, Capital Impact Advisors and the Sub-Advisor (the “Advisory Entities”): Chief Executive Officer of Weston and Capital Impact Advisors and President of the Sub-Advisor. The Advisory Entities provide all the investment advisory services to the Funds.
 
For its advisory services, the Global Fund pays Weston a monthly fee at the annual rate of 1.25% of its average daily net assets. Weston, in turn, pays a fee to the Sub-Advisor from its own assets. The sub-advisory fee is not an additional expense of the Global Fund. For its advisory services, the U.S. Small Cap Fund pays Capital Impact Advisors a monthly fee at the annual rate of 0.75% of its average daily net assets. For its advisory services, the U.S. Large Cap Fund pays Capital Impact Advisors a monthly fee at the annual rate of 0.65% of its average daily net assets.
 
For the fiscal year ended June 30, 2018, net of any applicable fee waivers, the Global Fund paid Weston an effective investment advisory fee equal to 1.25%; the U.S. Small Cap Fund paid Capital Impact Advisors an effective investment advisory fee equal to 0.75% and the U.S. Large Cap Fund paid Capital Impact Advisors an effective investment advisory fee equal to 0.65%, in each case, of the average daily net assets of the applicable Fund.
 
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The Funds are series of the Trust. A discussion regarding the basis for approval by the Board of Trustees of the Trust (the “Board”) of each Fund’s advisory agreements and, in the case of the Global Fund, its sub-advisory agreement, is available in each Fund’s semi-annual report for the period ended December 31, 2017.
 
Dr. Shulman has been the Funds’ portfolio manager since its inception. As such, he is primarily responsible for the day-to-day management of each Fund’s portfolio. Dr. Shulman has been employed by EntrepreneurShares as a portfolio manager since November 2010 and by Capital Impact Advisors since April 2013. In addition, Dr. Shulman has managed private funds and individual accounts for over nine years. Since 1992, he has been a Professor at Babson College (the number one-ranked graduate and undergraduate program in entrepreneurship, according to BusinessWeek and U.S. News & World Report for the last 17 years), where he previously held the Robert F. Weissman Term Chair of Entrepreneurship. He holds a Ph.D. in Finance from Michigan State University and is a CFA charter holder. Dr. Shulman also holds an MPA from the Harvard Kennedy School at Harvard University.
 
The SAI, which is incorporated by reference into this Prospectus, provides additional information about Dr. Shulman’s compensation, other accounts managed and ownership of securities in the Funds. 
 
Fee Waiver
 
Weston and Capital Impact Advisors have each 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 shares of the Funds to a per annum percentage of net assets attributable to such shares of the relevant Fund through November 1, 2019. This percentage limit is, for the Global Fund, 1.95%, 1.70% and 1.95%, relating to the Retail Class, Institutional Class and Class A respectively; for the U.S. Small Cap Fund, 1.10% and 0.85% relating to the Retail Class and Institutional Class respectively; and for the U.S. Large Cap Fund, 1.00% and 0.75% relating to the Retail Class and Institutional Class respectively.  This waiver can be terminated only by a majority vote of the independent trustees of the Trust, of which each Fund is a series. The relevant advisor can recoup expenses previously waived for a period of three years, as long as such recoupment doesn’t cause the relevant Fund to go over its expense cap.
 
THE FUNDS’ SHARE PRICE
 
Purchases of the Retail and Institutional Class shares of each Fund are priced at the NAVs of those share classes. In the case of the Global Fund only, the public offering price for Class A shares is the NAV for Class A shares plus the applicable sales charge, which depends on the amount of the investment.
 
The NAV for each class of each Fund’s shares normally is calculated as of the close of regular trading on the NYSE (normally 4:00 p.m., Eastern Time) on each day that the NYSE is open for trading. The NYSE is closed on national holidays, Good Friday and weekends. The NAV for each share class is calculated based on the market prices of the securities held by a Fund (other than money market instruments, which are generally valued at amortized cost, as explained below). If market quotations for the securities and other assets held by a Fund are not readily available, such Fund values such securities and assets at their fair value pursuant to procedures established by and under the supervision of the Board.
 
Short-term investments held with a maturity of 60 days or less generally are valued at amortized cost, as the Board believes that this method of valuing short-term investments approximates market value. However, the Board may from time to time utilize a valuation
31

method other than amortized cost when appropriate, for example, when the creditworthiness of the issuer is impaired or for other reasons. Short-term investments with 61 days or more to maturity at time of purchase are valued at market value through the 61st day prior to maturity, based on quotations received from market makers or other appropriate sources; thereafter, they are generally valued at amortized cost.
 
Types of securities that the Funds may hold for which fair value pricing might be required include, but are not limited to: (a) illiquid securities, including “restricted” securities and private placements for which there is no public market; (b) options not traded on a securities exchange; (c) securities of an issuer that has entered into a restructuring; (d) securities whose trading has been halted or suspended, as permitted by the Securities and Exchange Commission (the “SEC”); (e) foreign securities, if an event or development has occurred subsequent to the close of the foreign market and prior to the close of regular trading on the NYSE that would materially affect the value of the security; and (f) fixed income securities that have gone into default and for which there is not a current market value quotation. Valuing securities at fair value involves greater reliance on judgment than securities that have readily available market quotations. There can be no assurance that any Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which such Fund determines its NAV per share.
 
As the Global Fund intends to, and the U.S. Small Cap Fund and the U.S. Large Cap Fund may, hold certain portfolio securities that are primarily listed on foreign exchanges and trade on weekends or other days when the relevant Fund does not price its shares, such Fund’s NAV may change on days when shareholders will not be able to purchase or redeem Fund shares.
 
The Funds will process orders that each of them receives in good order prior to the close of regular trading on a day that the NYSE is open at the NAV for the relevant class of shares determined later that day. It will process purchase orders and redemption orders that it receives in good order after the close of regular trading on the NYSE at the NAV for the relevant class of shares calculated on the next day the NYSE is open.

PURCHASING SHARES
 
How to Purchase Shares of the Funds
 
 
 
 
1.
Read this Prospectus carefully.
     
 
2.
Determine in which Fund and how much you want to invest keeping in mind the following minimums:
 
 
 
EntrepreneurShares Global Fund
 
     
  A.
Initial Investments
 
       
 
Retail Class accounts
$2,500
       
 
Institutional Class accounts
$2,500
       
 
IRAs or ESAs
$1,000
       
 
Class A accounts
$2,500
       
  B.
Additional Investments
 
       
 
Retail Class accounts
No minimum
       
 
Institutional Class accounts
No minimum
       
 
Automatic Investment Plan
$50
       
 
Dividend Reinvestment
No minimum
       
  Class A accounts $100
 
 
32

 
 
Entrepreneur U.S. Small Cap Fund
 
       
  A.
Initial Investments
 
       
 
Retail Class accounts
$2,500
       
 
Institutional Class accounts
$2,500
       
 
IRAs or ESAs
$1,000
       
  B.
Additional Investments
 
       
 
Retail Class accounts
No minimum
       
 
Institutional Class accounts
No minimum
       
 
Automatic Investment Plan
$50
       
 
Dividend Reinvestment
No minimum
       
 
Entrepreneur U.S. Large Cap Fund
 
       
  A.
Initial Investments
 
       
 
Retail Class accounts
$2,500
       
 
Institutional Class accounts
$2,500
       
 
IRAs or ESAs
$1,000
       
  B.
Additional Investments
 
       
 
Retail Class accounts
No minimum
       
 
Institutional Class accounts
No minimum
       
 
Automatic Investment Plan
$50
       
 
Dividend Reinvestment
No minimum
 
 3.
Complete the purchase application accompanying this Prospectus (the “Purchase Application”), carefully following the instructions. For additional investments, complete the reorder form attached to your confirmation statements (each Fund has additional Purchase Applications and reorder forms if you need them). 
 
In compliance with the USA PATRIOT Act of 2001, please note that the Funds’ transfer agent will verify certain information on your Purchase Application as part of the Funds’ Anti-Money Laundering Program. As requested on the Purchase Application, you should supply your full name, date of birth, Social Security number, and permanent street address. The relevant Fund might request additional information about you (which may include certain documents, such as articles of incorporation for companies) to help the transfer agent verify your identity. Mailing addresses containing only a P.O. Box will not be accepted. If the transfer agent does not have a reasonable belief of the identity of a shareholder, the account will be rejected or you will not be allowed to place a transaction on the account. The relevant Fund also reserves the right to close the account within five business days if satisfactory documentation is not received. If you have any questions, please call 877-271-8811.
 
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All purchase orders received in good order by a Fund (or its designee) before the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) will receive the appropriate price calculated on that day for the class of shares being purchased, and all purchase orders received in good order by such Fund (or its designee) after the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) will receive the appropriate price calculated on the next business day for that class of shares.
 
4.
 
Make your check payable to “EntrepreneurShares Global Fund,” “Entrepreneur U.S. Small Cap Fund”, and/or “Entrepreneur U.S. Large Cap Fund,” as the case may be. All checks must be in U.S. Dollars drawn on a domestic bank. The Funds will not accept cash or money orders. Due to the risks associated, the Funds also will not accept third party checks, Treasury checks, credit card checks, traveler’s checks, or starter checks for the purchase of shares. Post-dated checks or any conditional order or payment cannot be accepted for the purchase of Fund shares.

UMB Fund Services, Inc. (“UMB”), the Funds’ transfer agent, will charge a $25 fee against a shareholder’s account for any payment check returned for insufficient funds. The shareholder will also be responsible for any losses suffered by a Fund as a result. A Fund may redeem shares you own as reimbursement for any such losses. Each Fund reserves the right to reject, without prior notification, any purchase order for shares of that Fund. Following any such rejection, the Fund will notify the investor of the rejected purchase order.
 
5.
 Send the application and check to:
BY FIRST CLASS MAIL
 
EntrepreneurShares Global FundTM, Entrepreneur U.S. Small Cap FundTM, and/or Entrepreneur U.S. Large Cap FundTM, as the case may be.
c/o UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, Wisconsin 53212  

BY OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL

EntrepreneurShares Global FundTM, Entrepreneur U.S. Small Cap FundTM, and/or Entrepreneur U.S. Large Cap FundTM, as the case may be.
c/o UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, Wisconsin 53212

Please do not send letters by overnight delivery service or registered mail to the post office box address.

6.
To purchase shares by wire, UMB must have received a completed application and issued an account number. If you wish to open an account by wire, please call 877-271-8811 prior to wiring funds. You should wire funds to: 

UMB Bank, N.A.
1010 Grand Blvd
Kansas City, MO 64106
ABA # 101000695
34

For credit to EntrepreneurShares
Account # 9872292081
For further credit to:
[Investor Account # ________]
[Name or Account Registration]
[Social Security or Taxpayer Identification Number]
[Fund Name]
 
Please remember that UMB Bank, N.A. must receive your wired funds prior to the close of regular trading on the NYSE for you to receive same day pricing. The Funds and UMB Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve Wire system, or from incomplete wiring instructions.

7.
You may purchase shares of a Fund by using proceeds from the simultaneous redemption of shares of another EntrepreneurShares Fund. See “Exchanging Shares” below.

Exchanging Shares

Shareholders of record may exchange shares of a Fund for shares of any other Fund in the EntrepreneurShares fund family on any business day by contacting the Fund in which the investor is a shareholder of record directly. This exchange privilege may be changed or canceled by a Fund at any time. Exchanges are allowed between identically registered accounts.  You must meet the minimum initial investment when opening a new account via exchange.  An exchange from one Fund to another is treated the same as an ordinary redemption and purchase for federal income tax purposes upon which you may realize a capital gain or loss. This is not a tax-free exchange. An exchange request received by a Fund prior to market close will be made at that day’s closing NAV.   If you do not wish to have this privilege on your account, you can decline this option on your account application.  If you need to rescind this option, you can contact the applicable Fund at anytime to have this privilege removed from your account.

Choosing a Share Class – EntrepreneurShares Global Fund
 
The Fund currently offers Institutional Class shares only, though it may offer Retail Class shares and Class A shares in the future. The three classes, which represent interests in the same portfolio of investments and have the same rights, differ primarily in the expenses to which they are subject.
 
•  Class A shares bear an initial sales load of 4.75% (which may decline, based on the amount invested, as explained further below, under “Shares Sales Charges are Calculated”). In addition, Class A shares are subject to distribution and service (Rule 12b-1) fees of up to 0.25% of the Fund’s average daily net assets attributable to Class A shares. Class A shares are available for purchase by investors who purchase shares of the Fund through registered broker-dealers. 
 
•  Retail Class shares are not subject to any sales loads, but are subject to distribution and service (Rule 12b-1) fees of up to 0.25% of the Fund’s average daily net assets attributable to Retail Class shares. Retail Class shares are available for purchase by all types of investors.  
 
•  Institutional Class shares are not subject to any sales loads or distribution and service (Rule 12b-1) fees. Institutional Class shares are available only to shareholders who invest directly in the Fund, or who invest through a broker-dealer, financial institution, or servicing agent that does not receive a service fee from the Fund, the Advisor or the Sub-Advisor. 
 
35

How Class A Shares Sales Charges are Calculated
 
Class A shares are sold to investors at the public offering price, which is the NAV plus an initial sales charge (expressed as a percentage of the public offering price) on a single transaction as shown in the following table. As provided in the table, the percentage sales charge declines based upon the dollar value of Class A shares an investor purchases.
 
Your Investment
As a
Percentage of
Offering Price
As a
Percentage of
Your Investment
Less than $50,000
4.75%
4.99%
At least $50,000 but less than $100,000
3.75%
3.90%
At least $100,000 but less than $250,000
2.75%
2.83%
At least $250,000 but less than $500,000
1.75%
1.78%
At least $500,000 but less than $1,000,000
1.00%
1.01%
At least $1,000,000
None*
None*

*
Although investors pay no initial sales charge when they invest $1,000,000 or more in Class A shares of the Fund, such investors may be subject to a contingent deferred sales charge (CDSC) of up to 1.00% of the lesser of the cost of the Class A shares at the date of purchase or the value of the shares at the time of redemption if they redeem within one year of purchase.

Initial Sales Charge Reductions
 
Letter of Intent. By signing a Letter of Intent (“LOI”) you can reduce your Class A sales charge. Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. The LOI will apply to all purchases of the Fund’s Class A shares. Any Class A shares purchased within 90 days of the date you sign the LOI may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the LOI. Shares equal to 4.75% of the amount of the LOI will be held in escrow during the 13-month period. If, at the end of that period the total amount of purchases made is less than the amount stated in the LOI, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained by redemption of some or all of the escrowed shares. Any remaining escrowed shares will be released to you.
 
Right of Accumulation. You may combine your new purchase of Class A shares with other Class A shares currently owned for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable sales charge for the new purchase is based on the total of your current purchase and the current POP of all other shares you own.
 
Class A Initial Sales Charge Waivers
 
Class A initial sales charges may be waived for certain types of investors, including:
 
•  Investors participating in “wrap fee” or asset allocation programs or other fee-based arrangements sponsored by nonaffiliated broker- dealers and other financial institutions
36

that have entered into agreements with the Fund, the Fund’s distributor (the Distributor), or its affiliates. 
 
•  Any accounts established on behalf of registered investment advisors or their clients by broker-dealers that charge a transaction fee and that have entered into agreements with the Fund, the Distributor, or its affiliates. 
 
If you qualify for a waiver of the Class A initial sales charge, you must notify your Servicing Agent or the transfer agent at the time of purchase.
 
Investments of $1,000,000 or More in Class A Shares
 
Although an initial sales charge is not imposed on a purchase of $1,000,000 or more in the Fund’s Class A shares, the investor may be subject to a contingent deferred sales charge (CDSC) of up to 1.00% of the lesser of the cost of the shares at the date of purchase or the value of the shares at the time of redemption, if the shares are redeemed within one year of purchase.
 
The Distributor may pay up to 1.00% to a broker-dealer, financial institution or other service provider (a Servicing Agent) for Class A share purchase amounts of $1,000,000 or more. The Servicing Agent may receive both a payment of up to 1.00% from the Distributor, as well as the annual distribution and service (Rule 12b-1) fee, starting immediately after purchase. Please contact your Servicing Agent for more information.
 
Waivers of Class A CDSCs
 
The CDSC that may be charged on investments in Class A shares in excess of $1,000,000 that are sold within one year of purchase will be waived in the following cases:
 
•  Sales of Class A shares held at the time the investor dies or becomes disabled (within the definition in Section 72(m)(7) of the Internal Revenue Code of 1986 (the Code), which relates to the ability to engage in gainful employment), if the shares are: (1) registered either in the investor’s name (not a trust) or in the names of the investor and his or her spouse as joint tenants with rights of survivorship; or (2) held in a qualified corporate or self-employed retirement plan, IRA, or 403(b) Custodial Account, provided, in any case, that the sale is requested within one year of the investor’s death or initial determination of disability. 
 
•  Sales of Class A shares in connection with the following retirement plan “distributions”: (1) lump-sum or other distributions from a qualified corporate or self-employed retirement plan following retirement (or, in the case of a “key employee” of a “top heavy” plan, following attainment of age 591⁄2); (2) distributions from an IRA or 403(b) Custodial Account following attainment of age 591⁄2; or (3) a tax-free return of an excess IRA contribution (a “distribution” does not include a direct transfer of IRA, 403(b) Custodial Account, or retirement plan assets to a successor custodian or trustee). The charge also may be waived upon the tax-free rollover or transfer of assets to another retirement plan invested in the Fund. In such event, the Fund will “tack” the period for which the original shares were held onto the holding period of the shares acquired in the transfer or rollover for purposes of determining what, if any, CDSC is applicable in the event that such acquired shares are redeemed following the transfer or rollover. The charge also may be waived on any redemption that results from the return of an excess contribution pursuant to Section 408(d)(4) or (5) of the Code or the return of excess deferral amounts pursuant to Code Section 401(k)(8) or 402(g)(2). In addition, the charge may be waived on any minimum distribution required to be distributed in accordance with Code Section 401(a)(9). 
 
37

•  Sales of Class A shares in connection with the Systematic Withdrawal Plan, subject to the conditions outlined below under “How to Redeem Using a Systematic Withdrawal Plan.” 
 
All waivers will be granted only following the Distributor receiving confirmation of your entitlement. If you believe you are eligible for a CDSC waiver, please contact your Servicing Agent. In order to obtain a waiver, you may be required to provide information and records, such as account statements, to your Servicing Agent. Please retain all account statements. The records required for a CDSC waiver may not be maintained by the Fund, its transfer agent, or your Servicing Agent.
 
Reinstatement Privilege
 
If you sell Class A shares of a Fund, you may reinvest some or all of the proceeds in the Class A shares of the Fund within 120 days without a sales charge, as long as the Distributor or your Servicing Agent is notified before you reinvest. If you paid a CDSC when you sold shares and you reinvest in Class A shares of the Fund within 120 days of such sale, the amount of the CDSC you paid will be deducted from the amount of initial sales charge due on the purchase of Class A shares of the Fund, if you notify your Servicing Agent. All accounts involved must have the same registration.
 
More About CDSCs
 
You do not pay a CDSC on the following:
 
•  Class A shares representing reinvested distributions and dividends 
 
•  Class A shares held longer than one year from the date of purchase 
 
The Distributor receives CDSCs as partial compensation for its expenses in selling shares, including the payment of compensation to your Servicing Agent.
 
Choosing a Share Class – Entrepreneur U.S. Small Cap Fund and Entrepreneur U.S. Large Cap Fund
 
These two Funds currently offer Institutional Class shares only, though each may offer Retail Class shares in the future. The two classes, which represent interests in the same portfolio of investments and have the same rights, differ primarily in the expenses to which they are subject.
 
·
 
Retail Class shares are not subject to any sales loads, but are subject to distribution and service (Rule 12b-1) fees of up to 0.25% of the Fund’s average daily net assets attributable to Retail Class shares. Retail Class shares are available for purchase by all types of investors.  
 
·
 
Institutional Class shares are not subject to any sales loads or distribution and service (Rule 12b-1) fees. Institutional Class shares are available only to shareholders who invest directly in the applicable Fund, or who invest through a broker-dealer, financial institution, or servicing agent that does not receive a service fee from the Fund or its advisor.
 
Purchasing Shares from Broker-Dealers, Financial Institutions and Others
 
Some broker-dealers may sell shares of the Funds. These broker-dealers may charge investors a fee either at the time of purchase or redemption. The fee, if charged, is retained by the broker-dealer and not remitted to the relevant Fund or its advisors.
 
38

The Funds may enter into agreements with servicing agents (“Servicing Agents”) that may include a Fund or Funds as an investment alternative in the programs they offer or administer. Depending on the Servicing Agent’s arrangements, you may qualify to purchase Institutional Class shares, which are subject to lower ongoing expenses. Servicing Agents may:
 
·
 
Become shareholders of record of a Fund. This means all requests to purchase additional shares and all redemption requests must be sent through the Servicing Agents. This also means that purchases made through Servicing Agents may not be subject to the minimum purchase requirements of such Fund. 
 
·
 
Use procedures and impose restrictions that may be in addition to, or different from, those applicable to investors purchasing shares directly from a Fund. Please contact your Servicing Agent for information regarding cut-off times for trading a Fund. 
 
·
 
Charge fees for to their customers for the services they provide them. Also, a Fund and/or its advisor may pay fees to Servicing Agents to compensate them for the services they provide their customers. 
 
·
 
Be allowed to purchase shares by telephone with payment to follow the next day. If the telephone purchase is made prior to the close of regular trading on the NYSE, it will receive same day pricing. 
 
·
 
Be authorized to accept purchase orders on behalf of a Fund (and designate other Servicing Agents to accept purchase orders on a Fund’s behalf). If a Fund has entered into an agreement with a Servicing Agent pursuant to which the Servicing Agent (or its designee) has been authorized to accept purchase orders on such Fund’s behalf, then all purchase orders received in good order by the Servicing Agent (or its designee) before the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) will receive that day’s NAV, and all purchase orders received in good order by the Servicing Agent (or its designee) after the close of regular trading on the NYSE (generally 4:00 p.m., Eastern Time) will receive the next day’s NAV. 
 
If you decide to purchase shares through Servicing Agents, please carefully review the program materials provided to you by the Servicing Agent because particular Servicing Agents may adopt policies or procedures that are separate from those described in this Prospectus. Investors purchasing or redeeming through a servicing agent need to check with the Servicing Agent to determine whether the Servicing Agent has entered into an agreement with a Fund. When you purchase shares of a Fund through a Servicing Agent, it is the responsibility of the Servicing Agent to place your order with that Fund. If the Servicing Agent does not, or if it does not pay the purchase price to such Fund within the period specified in its agreement with the Fund, it may be held liable for any resulting fees or losses.
 
A Fund and/or its advisor may pay fees to Servicing Agents to compensate them for the services they provide their customers, to reimburse them for the marketing expenses they incur, or to pay for the opportunity to have them distribute such Fund. The amount of these payments is determined by such Fund and/or its advisor and may differ among Servicing Agents. Such payments may provide incentives for Servicing Agents to make shares of such Fund available to their customers, and may allow the Fund greater access to such Servicing Agents and their customers than would be the case if no payments were made. You may wish to consider whether such arrangements are in place when evaluating any recommendation to purchase shares of a Fund.
 
39

Other Information about Purchasing Shares of a Fund
 
A Fund may reject any Purchase Application for any reason. A Fund will not accept any initial purchase orders by telephone unless they are from a Servicing Agent, which has an agreement with that Fund.
 
The Funds will not issue certificates evidencing shares. Instead, the Funds will send investors written confirmation for all purchases of shares.
 
The Funds offer an automatic investment plan allowing shareholders to make purchases, in amounts of $50 or more, on a regular basis. To use this service, the shareholder must authorize the transfer of funds from their checking or savings account by completing the Automatic Investment Plan section of the Purchase Application and attaching either a voided check or pre-printed savings deposit slip. The Automatic Investment Plan must be implemented with a financial institution that is a member of the Automated Clearing House (“ACH”). The transfer agent is unable to debit mutual fund or pass through accounts. If your payment is rejected by your bank, the transfer agent will charge a $25 fee to your account. Any request to change or terminate an Automatic Investment Plan should be submitted to the transfer agent five days prior to effective date.
 
The Funds offer a telephone purchase option for subsequent purchases pursuant to which money will be moved from the shareholder’s bank account to the shareholder’s Fund account upon request. Only bank accounts held at domestic financial institutions that are ACH members can be used for telephone transactions. Fund shares are purchased at the NAV for the relevant class (plus any applicable sales charge) determined as of the close of regular trading on the day that UMB receives the purchase order. If an account has more than one owner or authorized person, a Fund will accept telephone instructions from any one owner or authorized person. The minimum transaction amount for a telephone purchase is $100.
 
Shareholders of record may exchange shares of a Fund for shares of any other Fund in the EntrepreneurShares fund family on any business day by contacting such Fund directly. Exchanges are allowed between identically registered accounts. You must meet the minimum initial investment when opening a new account via exchange.  In addition, subsequent exchanges between Funds must meet the minimum investment requirement for additional investments of the new Fund. For exchange purposes, you may only exchange shares of Funds within the same share class. An exchange from one Fund to another is treated the same as an ordinary redemption and purchase for federal income tax purposes upon which you may realize a capital gain or loss. This is not a tax-free exchange. An exchange request received by a Fund prior to market close will be made at that day’s closing NAV. If you do not wish to have this privilege on your account, you can decline this option on your account application. If you need to rescind this option, you can contact that Fund at anytime to have this privilege removed from your account. Because frequent trading can hurt a Fund’s performance and shareholders, each Fund reserves the right to temporarily or permanently limit the number of exchanges you may make or to otherwise prohibit or restrict you from making an exchange at any time, without notice.
 
The Funds offer the following tax-advantaged savings plans:

Traditional IRA
IRA
SEP IRA
Simple IRA
Roth IRA
Coverdell Education Savings Account (ESA)
 
40

The Funds recommend that investors consult with a competent financial and tax advisor regarding an IRA or ESA before investing. Investors can obtain further information about the automatic investment plan, the telephone purchase plan, the IRAs and the ESA by calling 877-271-8811.
 
If you would like to purchase shares for a retirement or education savings account, please call 877-271-8811 for additional information.
 
Householding
 
To reduce expenses, each Fund generally mails only one copy of its prospectus and each annual and semi-annual report to those addresses shared by two or more accounts and to shareholders that such Fund reasonably believes are from the same family and household. This is referred to as “householding.” If you wish to discontinue householding and would like to receive individual copies of these documents, please call us at 877-271-8811. Once a Fund receives notice to stop householding, the Fund will begin sending individual copies 30 days after receiving requests. This policy does not apply to account statements.
 
Inactivity
 
Under certain circumstances, if no activity occurs in an account within a time period specified by state law, your shares of a Fund may be transferred to that state. Please call 877-271-8811 for additional information.
 
REDEEMING SHARES

 
How to Redeem (Sell) Shares by Mail
 
Prepare a letter of instruction containing:
 
·
 
Account number(s)
 
·
 
The amount of money of number of shares being redeemed
 
·
 
The name(s) on the account
 
·
 
Daytime phone number
 
·
 
Additional information that the applicable Fund may require for redemptions by corporations, executors, administrators, trustees, guardians, or others who gold shares in a fiduciary or representative capacity. Please contact UMB in advance at 877-271-8811 if you have any questions

Sign the letter of instruction exactly as the shares are registered. Joint ownership accounts must be signed by all owners.

A signature guarantee, from either a Medallion program member or a non-Medallion program member, will be required for the following situations
 
·
 
When redemption proceeds are payable or sent to any person, address, or bank account not on record
 
·
 
The redemption request is received within 30 calendar days after an address change
 
·
 
If the ownership is being changed on your account
 
·
 
For redemptions in excess of $50,000
 
41

In addition to the situations described above, the applicable Fund and/or the transfer agent reserve the right to require a signature guarantee in other instances, based on the circumstances related to the particular situation. Signature guarantees generally will be accepted from domestic banks, broker-dealers, credit unions, national securities associations, clearing agencies and savings associations, as well as from participants in the NYSE Medallion Signature Program and the Securities Transfer Agent Medallion Program.
 
Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member or other acceptable form of authentication from a financial institution source.
 
A notarized signature is not an acceptable substitute for a Medallion Signature Guarantee.
 
Send the letter of instruction to:
 
FOR FIRST CLASS MAIL
 
EntrepreneurShares Global FundTM, Entrepreneur U.S. Small Cap FundTM, and/or Entrepreneur U.S. Large Cap FundTM, as the case may be.
c/o UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, Wisconsin 53212
 
FOR OVERNIGHT DELIVERY SERVICE OR REGISTERED MAIL

EntrepreneurShares Global FundTM, Entrepreneur U.S. Small Cap FundTM, and/or Entrepreneur U.S. Large Cap FundTM, as the case may be.
c/o UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, Wisconsin 53212

Please do not send letters of instruction by overnight delivery service or registered mail to the post office box address.
 
How to Redeem (Sell) Shares by Telephone
 
Instruct UMB that you want the option of redeeming shares by telephone. This can be done by completing the appropriate section on the Purchase Application. Shares held in IRAs cannot be redeemed by telephone. In order to arrange for telephone redemptions after an account has been opened or to change the bank account or address designated to receive redemption proceeds, a written request must be sent to the transfer agent. The request must be signed by each shareholder of the account and may require a signature guarantee or a signature verification from a Signature Validation Program member or other acceptable form of authentication from a financial institution source. Further documentation may be requested from corporations, executors, administrators, trustees, and guardians.
 
Assemble the same information that you would include in the letter of instruction for a written redemption request. Once a telephone transaction has been placed, it cannot be canceled or modified. If an account has more than one owner or authorized person, the applicable Fund will accept telephone instructions from any one owner or authorized person.
 
To redeem by telephone, please call UMB at 877-271-8811. Please do not call a Fund or its advisor.
 
42

How to Redeem using a Systematic Withdrawal Plan
 
Instruct UMB that you want to set up a Systematic Withdrawal Plan. This can be done by completing the appropriate section on the Purchase Application. You may choose to receive a minimum amount of $100 on any day of the month. Payments can be made by check to your address of record, or by electronic funds transfer through the ACH network directly to your predetermined bank account. Your Fund account must have a minimum balance of $10,000 to participate in this Plan. This Plan may be terminated at any time by the applicable Fund and you may terminate the Plan by contacting UMB in writing. Any notification of change or termination should be provided to the transfer agent in writing at least five days prior to effective date.
 
A withdrawal under the Plan involves a redemption of shares and may result in a gain or loss for federal income tax purposes. In addition, if the amount withdrawn exceeds the dividends credited to your account, the account ultimately may be depleted.
 
How to Redeem (Sell) Shares through Servicing Agents
 
If your shares are held by a Servicing Agent, you must redeem your shares through the Servicing Agent. Contact the Servicing Agent for instructions on how to do so.

Redemption Price
 
The redemption price per share you receive for redemption requests is the next determined NAV after:
 
·
 
UMB receives your written request in the proper form with all required information
 
·
 
UMB receives your authorized telephone request with all required information
 
·
 
A Servicing Agent (or its designee) that has been authorized to accept redemption requests on behalf of the applicable Fund receives your request in accordance with its procedures
 
Payment of Redemption Proceeds
 
For those shareholders who redeem shares by mail, UMB will mail a check in the amount of the redemption proceeds typically on the business day following the redemption, but no later than the seventh day after it receives the written request in proper form with all required information.
 
·
 
For those shareholders who redeem by telephone, UMB will either mail a check in the amount of the redemption proceeds no later than the seventh day after it receives the redemption request, or transfer the redemption proceeds to your designated bank account if you have elected to receive redemption proceeds by either Electronic Funds Transfer (“EFT”) or wire. An EFT generally takes two to three business days to reach the shareholder’s account whereas UMB generally wires redemption proceeds on the business day following the calculation of the redemption price. However, the applicable Fund may direct UMB to pay the proceeds of a telephone redemption on a date no later than the seventh day after the redemption request. 
 
o
 
Those shareholders who redeem shares through Servicing Agents will receive their redemption proceeds in accordance with the procedures established by the Servicing Agent. 
43

 
o
 
The Funds have the right to pay redemption proceeds to you in whole or in part by a distribution of securities from a Fund’s portfolio (referred to as an “in kind” distribution) and may do so in the form of pro-rata slices of such Fund’s portfolio, individual securities, or a representative basket of securities. It is not expected that a Fund would do so except in unusual circumstances. If a Fund pays your redemption proceeds by a distribution of securities, you could incur brokerage or other charges in converting the securities to cash. Also, a shareholder who receives a redemption in kind bears the market risk of the securities until they are converted into cash.
 
·
 
Each Fund imposes a redemption fee equal to 2% of the dollar value of the shares redeemed within five business days of the date of purchase. The redemption fee does not apply to shares purchased through reinvested distributions (dividends and capital gains) or through the automatic investment plan, shares held in retirement plans (if the plans request a waiver of the fee), or shares redeemed through designated systematic withdrawal plans. 
 
Other Redemption Considerations
 
When redeeming shares of a Fund, shareholders should consider the following:
 
·
 
The redemption may result in a taxable gain. 
 
·
 
Shareholders who redeem shares held in an IRA must indicate on their redemption request whether or not to withhold federal income taxes. If not, these redemptions will be subject to federal income tax withholding. 
 
·
 
The applicable Fund may delay the payment of redemption proceeds for up to seven days in all cases. In addition, a Fund can suspend redemptions and/or postpone payments or redemption proceeds beyond seven days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC. 
 
·
 
If you purchased shares by check, the applicable Fund may delay the payment of redemption proceeds until it is reasonably satisfied the check has cleared (which may take up to 15 calendar days from the date of purchase). 
 
·
 
UMB will send the proceeds of a redemption to an address or account other than that shown on its records only if the shareholder has sent in a written request with signatures guaranteed. 
 
·
 
UMB will not accept telephone redemption requests made within 30 calendar days after an address change.
 
·
 
Each Fund reserves the right to refuse a telephone redemption request if it believes it is advisable to do so. The applicable Fund and UMB may modify or terminate their procedures for telephone redemptions at any time. Neither the applicable Fund nor UMB will be liable for following instructions for telephone redemption transactions that they reasonably believe to be genuine, provided they use reasonable procedures to confirm the genuineness of the telephone instructions. They may be liable for unauthorized transactions if they fail to follow such procedures. These procedures include requiring some form of personal identification prior to acting upon the telephone instructions and recording all telephone calls. If an account has more than one owner or authorized person, a Fund will accept telephone instructions from any one owner or authorized person. During periods of substantial economic or market change, telephone redemptions may be difficult to implement. If a shareholder cannot contact UMB by telephone, he or she should make a redemption request in writing in the manner described earlier. 
 
·
 
UMB currently charges a fee of $15 when transferring redemption proceeds to your designated bank account by wire but does not charge a fee when transferring redemption proceeds by EFT.
44

 
·
 
The Funds may involuntarily redeem a shareholder’s shares upon certain conditions as may be determined by the trustees, including, for example and not limited to, (1) if the shareholder fails to provide the Funds with identification required by law; (2) if the Funds are unable to verify the information received from the shareholder; and (3) to reimburse a Fund for any loss sustained by reason of the failure of the shareholder to make full payment for shares purchased by the shareholder.  Additionally, as discussed below, shares may be redeemed in connection with the closing of small accounts.
 
·
 
If your account balance falls below $2,500 (or $1,000 for IRAs and ESAs) for any reason, you will be given 60 days to make additional investments so that your account balance is $2,500 or more (or $1,000 for IRAs and ESAs), as applicable. If you do not, that Fund may close your account and mail the redemption proceeds to you. Where a retirement plan or other financial intermediary holds Institutional Class shares on behalf of its participants or clients, the above policy applies to any such participants or clients when they roll over their accounts with the retirement plan or financial intermediary into an individual retirement account and they are not otherwise eligible to purchase Institutional Class shares
 
·
 
Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction. 
 
Frequent Purchases and Redemptions of a Fund’s Shares
 
Frequent purchases and redemptions of a Fund’s shares by a shareholder may harm other shareholders by interfering with the efficient management of the Fund’s portfolio, increasing brokerage and administrative costs, and potentially diluting the value of their shares. Accordingly, the Board discourages frequent purchases and redemptions of shares of a Fund and has adopted policies and procedures that:

1.
 
Reserve the right to reject any purchase order for any reason or no reason, including purchase orders from potential investors that the  relevant Fund believes might engage in frequent purchases and redemptions of Fund shares; and 
2.
 
Impose a 2% redemption fee on redemptions that occur within five business days of the share purchase.
The redemption fee does not apply to retirement plans (if the plans request and receive a waiver of the fee), but otherwise applies to all investors in a Fund, including those who invest through omnibus accounts at intermediaries such as broker-dealers. Each Fund relies on intermediaries to determine when a redemption occurs within five business days of purchase. Shareholders purchasing shares through an intermediary should contact the intermediary or refer to their account agreement or plan document for information about how the redemption fee for transactions in the intermediary’s omnibus accounts works and any differences between the applicable Fund redemption fee procedures and the intermediary’s redemption fee procedures. The right to reject an order applies to any order, including an order placed from an omnibus account or a retirement plan. Although the Funds have taken steps to discourage frequent purchases and redemptions of Fund shares, there is no guarantee that such trading will not occur. A Fund may, in its sole discretion, waive the redemption fee in the case of death, disability, hardship, or other limited circumstances that do not indicate market timing strategies.
 
45

Inactive Accounts
 
Your account may be transferred to your state of residence if no activity occurs within your account during the “inactivity period” specified in your state’s abandoned property laws.  If the Funds are unable to locate a shareholder, they will determine whether the shareholder’s account can legally be considered abandoned.  The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements.  The shareholder’s last known address of record determines which state has jurisdiction.  Interest or income is not earned on redemption or distribution checks sent to you during the time the check remained uncashed.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
Each Fund distributes substantially all of its net investment income and substantially all of its capital gains annually. You have two distribution options:
 
1.
Automatic Reinvestment Option – Both dividend and capital gain distributions will be reinvested in additional shares of the applicable Fund.
2.
All Cash Option – Both dividend and capital gain distributions will be paid in cash
If you elect to receive your distribution in cash and the U.S. Postal Service cannot deliver your check, or if a check remains uncashed for six months, the applicable Fund reserves the right to reinvest the distribution check in the shareholder’s account at such Fund’s then current NAV and to reinvest subsequent distributions.
 
You may make your distribution election on the Purchase Application. You may change your election by writing to UMB or by calling 877-271-8811.
 
For Fund shareholders who are not investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, dividends received from a Fund, whether reinvested or taken as cash, are generally considered taxable. Dividends from a Fund’s short-term capital gains are taxable as ordinary income. Dividends from a Fund’s long-term capital gains are taxable as long-term capital gain. Whether gains are short-term or long-term depends on the Fund’s holding period. Some dividends paid in January may be taxable as if they had been paid the previous December.
 
DISTRIBUTION AND SERVICE PLANS (RETAIL CLASS AND CLASS A SHARES)
 
The Trust has adopted distribution and service (Rule 12b-1) plans for all Fund’s Retail Class shares and the Global Fund’s Class A shares in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended. Each plan allows a Fund to use up to 0.25% of the average daily net assets attributable to the relevant class of shares, to pay sales, distribution, and other fees for the sale of that share class and for services provided to holders of that class of shares. Because these fees are paid out of each Fund’s assets, over time, these fees will increase the cost of your investment in Retail Class shares and may cost you more than paying other types of sales charges.
 
The Funds’ Institutional Class shares are not subject to any distribution and service (Rule 12b-1) fees. 

46

RELATED PERFORMANCE INFORMATION FOR ENTREPRENEURSHARES GLOBAL FUNDTM
 
Historical Performance of a Comparable Global Entrepreneur Managed Account
 
EntrepreneurShares Global FundTM (the Fund) is modeled after a Global Entrepreneur Managed Account managed by Dr. Joel M. Shulman, the Fund’s portfolio manager. The Fund has substantially the same investment objective, policies and restrictions as the Global Entrepreneur Managed Account. This section presents past performance information for the Global Entrepreneur Managed Account.
 
The performance of the Global Entrepreneur Managed Account, however, does not represent, and is not a substitute for, the performance of the Fund, and you should not assume that the Fund will have the same future performance as the Global Entrepreneur Managed Account. It is inappropriate and would be inaccurate for an investor to consider the Global Entrepreneur Managed Account’s performance below, either separately or together, as being indicative of the future performance of the Fund. The Advisor has included this section because it believes that the performance information presented is sufficiently relevant, as related or supplemental information only, to merit consideration by prospective Fund investors.
 
The table shows the performance of the Global Entrepreneur Managed Account over time. All figures assume dividend reinvestment. The Global Entrepreneur Managed Account’s performance shown is based on a gross of fee portfolio performance. The expenses of the Fund, including the Rule 12b-1 fees imposed on the Fund’s Class A and Retail Class shares, are higher than the expenses of the Global Entrepreneur Managed Account. The performance shown in the bar chart and table for the Global Entrepreneur Managed Account would be lower if adjusted to reflect the higher expenses of the Fund’s shares. The fee schedule for the Fund is included in its prospectus. Indices are unmanaged and it is not possible to invest directly in indices. As such, year-by-year index figures do not account for any fees or fund expenses.
 
The past performance in managing other portfolios is no guarantee of future results in managing the Fund. Please note the following cautionary guidelines in reviewing this disclosure:
 
 •
Performance figures are not the performance of the Fund. The Global Entrepreneur Managed Account’s performance shown is not the performance of the Fund and is not an indication of how the Fund would have performed in the past or will perform in the future. The Fund’s performance in the future will be different from the Global Entrepreneur Managed Account’s performance presented, due to factors such as differences in the cash flows, different fees, expenses, portfolio size and composition, and possibly asset allocation methodology. In particular, Global Entrepreneur Managed Account performance is not necessarily an indication of how the Fund will perform, as the portfolio is not subject to investment limitations, leverage restrictions, diversification requirements and other restrictions imposed on investment companies by the 1940 Act and the Internal Revenue Code, which, if applicable, can have a negative impact on the Fund’s performance. 
•    There have been significant fluctuations in the market in the past ten years. The performance for the period is shown through December 31, 2017. The markets have been volatile within the past ten years, and this trend may continue. As a result, the performance included herein will not reflect the latest volatility in the markets, if any occurs. 
 
47

•  The performance shown are averages. The information below shows annual rates of return for the years indicated, but does not reflect any volatility that may have occurred within a given period. The following table provides for the Global Entrepreneur Managed Account’s annual rates of return for the years indicated, without deduction of fees and expenses, as discussed above. 
 
Global Entrepreneur Managed Account
 
Calendar Year Returns as of December 31, 2017

2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
-41.17%
48.91%
26.65%
-8.25%
16.66%
30.75%
-0.39%
3.52%
10.62%
33.11%
 
Average Annual Total Returns For Periods Ended December 31, 2017
 
One Year
Three Year
Five Year
Since Inception
Global Entrepreneur Managed Account2
33.11%
15.08%
14.69%
11.96%
MSCI World Index -- Gross1
23.10%
  9.93%
12.31%
  7.49%
 
1. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. MSCI is the owner of the trademarks, service marks, and copyrights of the MSCI World Index – Gross Index.
2. The Global Entrepreneur Managed Account commenced operations on July 11, 2005. Performance in this table is shown for periods beginning August 1, 2005.
 
INDEX DESCRIPTIONS
 
The Russell 2000® Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.  The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.  Russell Investments is the owner of the trademarks, service marks, and copyrights of the Russell indices.
 
The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. MSCI is the owner of the trademarks, service marks, and copyrights of the MSCI World Index – Gross Index.
 
The S&P 500 Index is a capitalization-weighted index of 500 stocks that is designed to represent the broad domestic economy through changes in aggregate market value of 500 stocks representing all major industries.
 

 

48


FINANCIAL HIGHLIGHTS ENTREPRENEURSHARES GLOBAL FUND

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  This information has been derived from the financial statements audited by RSM US LLP whose report, along with the Fund’s financial statements which are incorporated by reference into the SAI, and are included in the Fund’s June 30, 2018 annual report, which is available at no charge upon request.
 
For an Institutional Class share outstanding throughout each year.
 
 
Year Ended June 30,
2018

 
Year Ended June 30,
2017

 
Year Ended June 30,
2016

 
Year Ended June 30,
2015

 
Year Ended
June 30,
2014

 
     
Per Share Data:
   
Net asset value, beginning of year
 
$14.65
   
$11.81
   
$12.19
   
$13.19
   
$11.82
 
     
Investment operations:
   
 
Net investment loss(1)
 
(0.10)
   
(0.07)
   
(0.07)
   
(0.08)
   
(0.03)
 
 
Net realized and unrealized gain (loss)
on investments
 
2.77
 
   
2.91
 
   
(0.27)
 
   
0.48
 
   
2.10
 
 
 
Total from investment operations
 
2.67
   
2.84
   
(0.34)
   
0.40
   
2.07
 
     
Less distributions:
   
 
From net investment income
 
   
   
(0.04)
   
   
 
 
From net realized gain
 
(1.25)
   
   
   
(1.40)
   
(0.70)
 
 
Total distributions
 
(1.25)
   
   
(0.04)
   
(1.40)
   
(0.70)
 
Net asset value, end of year
 
$16.07
   
$14.65
   
$11.81
   
$12.19
   
$13.19
 
     
Total return(2)
 
18.65%
   
24.05%
   
(2.75)%
   
3.49%
   
17.67%
 
     
Supplemental data and ratios:
   
Net assets, end of year (000’s)
 
$63,082
   
$26,933
   
$21,782
   
$5,517
   
$24,402
 
Ratio of expenses to average net assets:
   
 
Before fees waived/recovered(3)
 
1.53%
   
1.74%
   
2.52%
   
2.03%
   
2.24%
 
 
After fees waived/recovered
 
1.70%
   
1.70%
   
1.70%
   
1.70%
   
1.70%
 
Ratio of net investment loss to average net assets:
   
 
Before fees waived/recovered(3)
 
(0.47)%
   
(0.57)%
   
(1.43)%
   
(0.96)%
   
(0.79)%
 
 
After fees waived/recovered
 
(0.64)%
   
(0.53)%
   
(0.61)%
   
(0.63)%
   
(0.25)%
 
Portfolio turnover rate
 
38%
   
65%
   
71%
   
69%(3)
   
64%
 
 
(1) Based on average shares method.
(2) Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor.  Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(3) Includes the value of portfolio securities delivered as a result of an in-kind redemption.
 

 

 

49


FINANCIAL HIGHLIGHTS ENTREPRENEUR U.S. SMALL CAP FUND

The financial highlights table is intended to help you understand the Fund’s financial performance for the period of the Fund’s operations.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  This information has been derived from the financial statements audited by RSM US LLP whose report, along with the Fund’s financial statements which are incorporated by reference into the SAI, and are included in the Fund’s June 30, 2018 annual report, which is available at no charge upon request.
 
For an Institutional Class share outstanding throughout each period.
 
 
Year Ended June 30,
2018
 

 
 
 
Year Ended June 30,
2017
 

 
 
 
Year Ended June 30,
2016
 

 
 
 
Year Ended June 30,
2015
 

 
 
 
Period From December
17, 2013* to
June 30, 2014

 
     
Per Share Data:
   
Net asset value, beginning of period
 
$12.75
   
$9.72
   
$11.45
   
$10.68
   
$10.00
 
     
Investment operations:
   
 
Net investment income (loss)(1)
 
(0.02)
   
0.01
   
0.02
   
(2)
   
0.01
 
 
Net realized and unrealized gain (loss)
on investments
 
3.89
 
   
3.04
 
   
(1.14)
 
   
0.77
 
   
0.68
 
 
 
Total from investment operations
 
3.87
   
3.05
   
(1.12)
   
0.77
   
0.69
 
     
Less distributions:
   
 
From net investment income
 
   
(0.02)
   
(2)
   
(2)
   
(0.01)   
 
 
From net realized gains
 
(1.35)
   
   
(0.61)
   
   
—       
 
 
Total distributions
 
(1.35)
   
(0.02)
   
(0.61)
   
(2)
   
(0.01)   
 
Net asset value, end of period
 
$15.27
   
$12.75
   
$9.72
   
$11.45
   
$10.68 
 
     
Total return(3)
 
32.42%
   
31.39%
   
(9.63)%
   
7.26%
   
6.85%(4)
 
     
Supplemental data and ratios:
   
Net assets, end of period (000’s)
 
$159,435
   
$120,847
   
$130,705
   
$143,122
   
$133,422
 
Ratio of expenses to average net assets:
   
 
Before fees waived
 
0.90%
   
0.90%
   
0.91%
   
0.89%
   
0.97%(5)
 
 
After fees waived
 
0.85%
   
0.85%
   
0.85%
   
0.85%
   
0.85%(5)
 
Ratio of net investment income (loss) to average net assets:
   
 
Before fees waived
 
(0.16)%
   
(0.18)%
   
0.11%
   
(0.08)%
   
(0.03)% (5)
 
 
After fees waived
 
(0.11)%
   
(0.13)%
   
0.17%
   
(0.04)%
   
0.09%(5)
 
Portfolio turnover rate(5)
 
72%
   
53%
   
67%
   
107%
   
55%(4) (6)
 
 
* Inception date of the Institutional Class was December 17, 2013.
(1) Based on average shares method.
(2) Amount represents less than $0.01 per share.
(3) Total returns would have been lower had expenses not been waived or absorbed by the Advisor.  Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(4) Not annualized.
(5) Annualized.
(6) Excludes the value of portfolio securities received as a result of in-kind purchases of the Fund’s capital shares.
 

 

50


FINANCIAL HIGHLIGHTS ENTREPRENEUR U.S. LARGE CAP FUND

The financial highlights table is intended to help you understand the Fund’s financial performance for the period of the Fund’s operations.  Certain information reflects financial results for a single Fund share.  The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).  This information has been derived from the financial statements audited by RSM US LLP whose report, along with the Fund’s financial statements which are incorporated by reference into the SAI, and are included in the Fund’s June 30, 2018 annual report, which is available at no charge upon request.
 
For an Institutional Class share outstanding throughout each period.
 
 
 
Year Ended
June 30,
2018
 

 
 
 
Year Ended
June 30,
2017
 

 
 
 
Year Ended
June 30,
2016
 

 
 
 
Year Ended
June 30,
2015

 
Period
From June
30, 2014* to
June 30, 2014

 
       
Per Share Data:
     
Net asset value, beginning of period
 
$12.61
   
$10.65
   
$10.77
   
$10.00
   
$10.00
 
       
Investment operations:
     
 
Net investment income (loss)(1)
 
(0.02)
   
0.04
   
0.07
   
0.04
   
 
 
Net realized and unrealized gain (loss)
on investments
 
3.48
 
   
2.10
 
   
(0.12)
 
   
0.74
 
(2)
 
Total from investment operations
 
3.46
   
2.14
   
(0.05)
   
0.78
   
 
       
Less distributions:
     
 
From net investment income
 
(0.01)
   
(0.06)
   
(0.07)
   
(0.01)
   
 
 
From net realized gain
 
(1.31)
   
(0.12)
   
   
   
 
 
Total distributions
 
(1.32)
   
(0.18)
   
(0.07)
   
(0.01)
   
 
Net asset value, end of period
 
$14.75
   
$12.61
   
$10.65
   
$10.77
   
$10.00
 
       
Total return(3)
 
28.67%
   
20.26%
   
(0.49)%
   
7.77%
   
0.00%(4)
 
       
Supplemental data and ratios:
     
Net assets, end of period (000’s)
 
$124,392
   
$107,823
   
$88,495
   
$82,980
   
$75,001
 
Ratio of expenses to average net assets:
     
 
Before fees waived
 
0.81%
   
0.82%
   
0.83%
   
0.83%
   
0.01%(5) (6)
 
 
After fees waived
 
0.75%
   
0.75%
   
0.75%
   
0.75%
   
0.00%(5) (6)
 
Ratio of net investment income (loss) to average net assets:
     
 
Before fees waived
 
(0.18)%
   
0.26%
   
0.59%
   
0.28%
   
(0.01)%(5) (6)
 
 
After fees waived
 
(0.12)%
   
0.33%
   
0.67%
   
0.36%
   
0.00%(5) (6)
 
Portfolio turnover rate(5)
 
43%
   
43%
   
77%
   
90%
   
0%(4) (7)
 
 
* Inception date of the Institutional Class was June 30, 2014.
(1) Based on average shares method.
(2) Amount represents less than $0.01 per share.
(3) Total returns would have been lower had expenses not been waived or absorbed by the Advisor.  Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
(4) Not annualized.
(5) Annualized.
(6) Amount is based on a one-day fiscal year and is not indicative of future Fund expenses or income.
(7) Excludes the value of portfolio securities received as a result of in-kind purchases of the Fund’s capital shares.

 

51


ENTREPRENEURSHARES PRIVACY POLICY

As part of the EntrepreneurShares fund family long tradition of trust, the confidentiality of personal information is paramount. We maintain high standards to safeguard your personal information. We will remain vigilant and professional in protecting that information and in using it in a fair and lawful manner. As part of this commitment to fulfilling your trust we have formulated this Privacy Policy.

Safeguarding Customer Information and Documents

To conduct regular business, we may collect nonpublic personal information from sources such as:

·
Account Applications and other forms, which may include a customer’s name, address, social security number, and information about a customer’s investment goals and risk tolerances;

·
Account History, including information about the transactions and balances in a customer’s account; and

·
Correspondence, written, telephonic, or electronic between a customer and Weston Capital Advisors, EntrepreneurShares, and/or EntrepreneurShares Global Fund, or service providers to Weston Capital Advisors, EntrepreneurShares, and/or EntrepreneurShares Global Fund.

To conduct regular business we collect non-public customer data in checklists, forms, in written notations, and in documentation provided to us by our customers for evaluation, registration, licensing or related consulting services. We also create internal lists of such data.

EntrepreneurShares will internally safeguard your nonpublic personal information by restricting access to only those employees who provide products or services to you or those who need access to your information to service your account. In addition, we will maintain physical, electronic and procedural safeguards that meet federal and/or state standards to guard your nonpublic personal information. Failure to observe EntrepreneurShares’ procedures regarding customer and consumer privacy will result in discipline and may lead to termination.

Sharing Nonpublic Personal and Financial Information
As the Firm shares nonpublic information solely to service our client accounts, we do not disclose any nonpublic personal information about our customers or former customers to anyone, except as permitted by law or otherwise disclosed herein.

EntrepreneurShares is committed to the privacy and protection of our customers' personal and financial information. We will not share any such information with any affiliated or nonaffiliated third party except:

·
When necessary to complete transactions in a customer account, such as clearing firm.
·
When required to service and/or maintain your account.
·
In order to resolve a customer dispute or inquiry.
·
With persons acting in a fiduciary or representative capacity on behalf of the customer.
52

·
With rating agencies, persons assessing compliance with industry standards, or to the attorneys, accountants and auditors of the firm.
·
In connection with any sale and / or merger of EntrepreneurShares’ business.
·
To prevent or protect against actual or potential fraud, identity theft, unauthorized transactions, claims or other liability.
·
To comply with all federal, state or local laws, rules, statutes and other applicable legal requirements
·
In connection with a written agreement to provide advisory services or investment management when the information is released solely for the purpose of providing products or services covered by pursuant to the EntrepreneurShares Wrap Fee Program.
·
Upon the customers specific instruction, consent or request.

Note: When we share your nonpublic information with any third party for the reasons stated above, we make certain that there are written restrictions in place regarding the use and/or disclosure of said information.

Opt-Out Provisions

It is not a policy of EntrepreneurShares to share nonpublic personal and financial information with affiliated or unaffiliated third parties except under the circumstances noted above. Since sharing under the circumstances noted above is necessary to service customer accounts or is mandated by law, there are no allowances made for clients to opt out.

 
 
 
 

53



 
EntrepreneurShares Global Fund Investment Advisor
Weston Capital Advisors, LLC
175 Federal Street, Suite #875
Boston, MA 02110
 
EntrepreneurShares Global Fund Investment Sub-Advisor
EntrepreneurShares, LLC
175 Federal Street, Suite #875
Boston, MA 02110
 
Entrepreneur U.S. Small Cap Fund and Entrepreneur U.S. Large Cap Fund Investment Advisor
Capital Impact Advisors, LLC
175 Federal Street, Suite #875
Boston, MA 02110
 
Independent Registered Public Accounting Firm
RSM US LLP
919 East Main Street, Suite 1800
Richmond, VA 23219
 
Custodian
UMB Bank, N.A.
928 Grand Blvd., 5th Floor,
Kansas City, MO 64106
 
Distributor
Rafferty Capital Markets, LLC
59 Hilton Avenue
Garden City, NY 11530

Administrator, Accountant And Transfer Agent
UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
 
Counsel
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202

 
 


 
 
 


To learn more about the EntrepreneurShares Funds, you may want to read the SAI, which contains additional information about the Funds. The Funds have incorporated by reference the SAI into this Prospectus. This means that you should consider the contents of the SAI to be part of this Prospectus.
 
You also may learn more about the investments of the Funds by reading the Funds’ annual and semi-annual reports to shareholders, when available. The annual report will include a discussion of the market conditions and investment strategies that significantly affected the performance of the Fund during the last fiscal year.
 
The SAI and the annual and semi-annual reports are all available to shareholders and prospective investors without charge, simply by calling UMB Fund Services, Inc. at 877-271-8811. The Fund also makes available the SAI and the annual and semi-annual reports, free of charge, on its Internet website (http://www.entrepreneurshares.com).
 
Prospective investors and shareholders who have questions about the Funds also may call the following number or write to the following address:
 
EntrepreneurSharesTM Funds
235 West Galena Street,
Milwaukee, Wisconsin 53212
Telephone: 877-271-8811

The general public can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, D.C. (Please call the SEC at (202) 551-8090 for information on the operations of the Public Reference Room.) Reports and other information about the Fund also are available at the SEC’s website at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to:
 
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-1520
 
Please refer to the Investment Company Act File No. 811-22436 of EntrepreneurShares Series Trust when seeking information about the Fund from the SEC.


SEC File No. 811-22436

 
 





Statement of Additional Information
EntrepreneurShares Series Trust™

EntrepreneurShares Global Fund™
Institutional Class: ENTIX
Class A: not currently offered
Retail Class: not currently offered
Entrepreneur U.S. Small Cap Fund™
Institutional Class: IMPAX
Retail Class: not currently offered
Entrepreneur U.S. Large Cap Fund™
Institutional Class: IMPLX
Retail Class: not currently offered

November 1, 2018

175 Federal Street
Suite #875
Boston, MA 02110
Toll Free: 877-271-8811

This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the Prospectus dated November 1, 2018 of the EntrepreneurShares Series Trust (the “Trust”).  A copy of the Prospectus may be obtained without charge from the Trust at the address and telephone number set forth above. The Funds’ financial statements, accompanying notes and report of independent registered public accounting firm contained in the annual reports of the Funds, dated June 30, 2018, as filed with the Securities and Exchange Commission on September 7, 2018, are incorporated by reference into this SAI under the Investment Company Act File No. 811-22436. This SAI and the annual and semi-annual reports of the Funds are available to shareholders and prospective investors without charge upon request.
 
“EntrepreneurShares.  Invest in Visionary Leadership,” EntrepreneurSharesTM and Funds TM are pending trademarks/service marks of Dr. Joel M. Shulman, and have been licensed for use by the Funds’ investment advisors.



TABLE OF CONTENTS

 
FUND HISTORY AND CLASSIFICATION
1
INVESTMENT RESTRICTIONS
1
INVESTMENT OBJECTIVE
3
INVESTMENT STRATEGIES AND RISKS
3
PORTFOLIO TURNOVER
14
DISCLOSURE OF PORTFOLIO HOLDINGS
14
MANAGEMENT
16
CONTROL PERSONS AND PRINCIPAL SECURITIES HOLDERS
22
ADVISORY AND OTHER SERVICES
23
PORTFOLIO MANAGER
27
PORTFOLIO TRANSACTIONS AND BROKERAGE
28
NET ASSET VALUE
30
DISTRIBUTION OF SHARES
31
ADDITIONAL INFORMATION REGARDING PURCHASES AND SALES OF FUND SHARES
31
INACTIVE ACCOUNTS
34
ALLOCATION OF INVESTMENT OPPORTUNITIES
35
TAXES
36
GENERAL INFORMATION
42
DESCRIPTION OF COMMERCIAL PAPER RATINGS
42
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
44
FINANCIAL STATEMENTS
44

 
No person has been authorized to give any information or to make any representations other than those contained in this SAI and the Prospectus dated November 1, 2018, and, if given or made, such information or representations may not be relied upon as having been authorized by the Trust or the Funds.
 
This SAI does not constitute an offer to sell securities.
 



FUND HISTORY AND CLASSIFICATION
 
EntrepreneurShares Global FundTM (“Global Fund”), Entrepreneur U.S. Small Cap FundTM (“U.S. Small Cap Fund”) and the Entrepreneur U.S. Large Cap FundTM (“U.S. Large Cap Fund”) (collectively, the “Funds” and each, a “Fund”) are diversified and are each a series of the EntrepreneurShares Series TrustTM (“Trust”). The Trust is a open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust was organized as a Delaware statutory trust on July 1, 2010. This SAI supplements the information contained in the Trust’s Prospectus dated November 1, 2018 and contains more detailed information about the Funds’ investment strategies and policies and the types of instruments in which the Funds may invest. A summary of the risks associated with these instrument types and investment practices is included as well.
 
INVESTMENT RESTRICTIONS
 
The Trust has adopted the following restrictions applicable to each Fund as fundamental policies, which may not be changed without the approval of the holders of a “majority,” as defined in the 1940 Act, of the shares of the applicable Fund. Under the 1940 Act, approval of the holders of a “majority” of a Fund’s outstanding voting securities means the favorable vote of the holders of the lesser of: (i) 67% of its shares represented at a meeting at which more than 50% of its outstanding shares are represented; or (ii) more than 50% of its outstanding shares. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values of assets will not constitute a violation of that restriction other than with respect to such Fund’s borrowing of money.
 
No Fund may:
1.
Borrow money to an extent or in a manner not permitted under the 1940 Act. As of the date of this SAI, the 1940 Act permits a Fund to borrow money from banks provided that it maintains continuous asset coverage of at least 300% of all amounts borrowed. For purposes of this investment restriction, the entry into reverse repurchase agreements shall constitute borrowing, but the entry into options, forward contracts, futures contracts, swap contracts, including those related to indices, covered dollar rolls, and various options on swaps and futures contracts shall not constitute borrowing.
2.
Invest in real estate (although a Fund may purchase securities secured by real estate or interests therein, or securities issued by companies that invest in real estate or interests therein), commodities, commodities contracts or interests in oil, gas and/or mineral exploration or development programs, except that a Fund may invest in financial futures contracts, options thereon, and other similar instruments.
3.
Act as an underwriter or distributor of securities other than shares of such Fund, except to the extent that a Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in the disposition of restricted securities.
4.
Purchase securities on margin. However, a Fund may obtain such short-term credit as may be necessary for the clearance of transactions and may make margin payments in connection with transactions in futures and options, and a Fund may borrow money to the extent and in the manner permitted by the 1940 Act, as provided in Investment Restriction No. 1.
1

5.
Pledge, mortgage, hypothecate or otherwise encumber any of its assets, except to secure its borrowings.
6.
Concentrate in securities of non-governmental issuers whose principal business activities are in the same industry. Non-governmental issuers for purpose of this restriction is broadly defined as all issuers other than the United States government, any state or municipality but not including for these purposes any issuers of revenue bonds or other project cash-flow based financings, non-U.S. governmental issuers or international multilateral agency issuers.
7.
Make loans, except that this restriction shall not prohibit the purchase and holding of a portion of an issue of publicly distributed debt securities and securities of a type normally acquired by institutional investors and that a Fund may lend its portfolio securities.
8.
Issue senior securities to an extent not permitted under the 1940 Act. For purposes of this investment restriction, entry into the following transactions shall not constitute senior securities to the extent a Fund covers the transaction or maintains sufficient liquid assets in accordance with applicable requirements: when-issued securities transactions, forward roll transactions, short sales, forward commitments, futures contracts and reverse repurchase agreements. In addition, hedging transactions in which a Fund may engage and similar investment strategies are not treated as senior securities for purposes of this investment restriction.
 
“Concentration”, for the purposes of each Fund’s investment restrictions, means “25 percent or more of the value of such Fund’s total assets invested or proposed to be invested in a particular industry or group of industries.”
 
The Funds have adopted certain other investment restrictions that are not fundamental policies and which may be changed by the applicable Fund’s Board of Trustees (the “Board”) without shareholder approval. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values of assets will not constitute a violation of that restriction other than with respect to such Fund’s investments in illiquid securities and such Fund’s borrowing of money. Any changes in these non-fundamental investment restrictions made by the Board will be communicated to shareholders prior to their implementation. The non-fundamental investment restrictions are as follows:
 
1.
No Fund will invest more than 15% of the value of its net assets in illiquid securities.
2.
No Fund will purchase the securities of other investment companies except: (a) as part of a plan of merger, consolidation or reorganization approved by the shareholders of the relevant Fund; (b) securities of registered open-end investment companies; or (c) securities of registered closed-end investment companies on the open market where no commission results, other than the usual and customary broker’s commission. No purchases described in (b) and (c) will be made if as a result of such purchases (i) the applicable Fund and affiliated persons would hold more than 3% of any class of securities, including voting securities, of any registered investment company; (ii) more than 5% of such Fund’s net assets would be invested in shares of any one registered investment company; and (iii) more than 10% of such Fund’s net assets would be invested in shares of registered investment companies. A Fund may invest in shares of money market funds in excess of the foregoing limitations, subject to the conditions of Rule 12d1-1 under the 1940 Act.
2

3.
Invest in companies for the primary purpose of acquiring control or management thereof.
 
Each Fund’s investment objective is a non-fundamental policy and may be changed by the Board without shareholder approval in accordance with the 1940 Act.
 
INVESTMENT OBJECTIVE
 
The investment objective for all Funds is long-term capital appreciation. Each Fund seeks investment results that exceed the performance, before fees and expenses, of a relevant Index, through active principles-based securities selection. The Funds mainly invest in equity securities that possess entrepreneurial characteristics, as determined by the Fund’s portfolio manager, Dr. Joel Shulman, in his official capacity and not in his individual capacity (the “Portfolio Manager”).
 
INVESTMENT STRATEGIES AND RISKS
 
Principal Strategies and Risks of the Funds
 
Because the Funds intend to invest mainly in equity securities of entrepreneurial companies, an investment in a Fund may be subject to greater risks than those of other funds that invest primarily in large capitalization companies domiciled in the United States.
 
The Funds investment strategy is unique, in part, due to the portfolio manager’s selection process of identifying a universe of companies, including technology companies, that the portfolio manager believes possess entrepreneurial management characteristics. The Funds utilize quantitative models to narrow the broad universe of companies in which a Fund may invest. The Funds then use fundamental analysis to identify from this list the entrepreneurial companies that it believes have the potential for long-term capital appreciation. By way of example, in conducting the fundamental analysis, a Fund looks for companies with a good business, shareholder-oriented management and organic growth. The portfolio manager generally will sell a portfolio security when the portfolio manager 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.
 
The Funds intend to invest in securities of technology companies. Investment in technology companies, including companies engaged in Internet-related activities, is subject to the risk of short product cycles and rapid obsolescence of products and services and competition from new and existing companies. The realization of any one of these risks may result in significant earnings loss and price volatility. Some technology companies also have limited operating histories and are subject to the risks of small or unseasoned companies.
 
In some instances, equity securities of entrepreneurial companies may be thinly traded and often will be closely held with only a small proportion of the outstanding securities held by the general public. In view of such factors, a Fund may assume positions in securities with volatile share prices. Therefore, the current net asset value (“NAV”) of that Fund may fluctuate significantly. Accordingly, the Funds should not be considered suitable for investors who are unable or unwilling to assume the risks of loss inherent in such investment.
 
The Global Fund is exposed to particular offshore risks. Investing in securities of entrepreneurial companies located in emerging market countries generally is considered riskier than investing in securities of companies located in developed countries. Emerging market countries may have unstable governments and/or economies that are subject to economic volatility. These changes may be magnified by the countries’ emergent financial markets,
3

resulting in significant volatility to investments in these countries. These countries also may lack the legal infrastructure, business and social framework to support securities markets. Other risks related to emerging market and international securities include delays in transaction settlement, minimal publicly available information about issuers, different reporting, accounting and auditing standards, expropriation or nationalization of the issuer or its assets, and imposition of currency exchange controls.
 
Non-Principal Strategies and Risks of the Funds
 
Derivatives
 
The Funds may invest in various derivatives. A derivative is a financial instrument which has a value that is based on — or “derived from” — the values of other assets, reference rates, or indexes. The Funds may invest in derivatives for hedging purposes. The Funds will not invest more than 5% of the value of its total assets in derivative securities.
 
Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates and related indexes. Derivatives include futures contracts and options on futures contracts, forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, are privately negotiated and entered into in the over-the-counter (“OTC”) market. The risks associated with the use of derivatives are different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are used by some investors for speculative purposes. Derivatives also may be used for a variety of purposes that do not constitute speculation, such as hedging, risk management, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments, and for other purposes.
 
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
 
The use of a derivative involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the other party to the contract (usually referred to as a “counterparty”) or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if the portfolio manager does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
 
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
 
Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of
4

corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
 
Because many derivatives have a leverage or borrowing component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. While certain derivative transactions may be considered to constitute borrowing transactions, such derivative transactions will not be considered to constitute the issuance of a “senior security”, and therefore such transactions will not be subject to the 300% continuous asset coverage requirement otherwise applicable to borrowings, if a Fund covers the transaction or segregates sufficient liquid assets in accordance with applicable requirements.
 
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to the investing Fund’s interest. Such  Fund bears the risk that the portfolio manager will incorrectly forecast future market trends or the values of assets, reference rates, indices, or other financial or economic factors in establishing derivative positions for the Fund. If such Fund attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the derivative will have or will develop an imperfect or no correlation with the portfolio investment. This could cause substantial losses for that Fund. While hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other investments. Many derivatives, in particular OTC derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Funds.
 
Options on Securities
 
An option is a legal contract that gives the buyer (who then becomes the holder) the right to buy, in the case of a call, or sell, in the case of a put, a specified amount of the underlying security at the option price at any time before the option expires. The buyer of a call obtains, in exchange for a premium that is paid to the seller, or “writer,” of the call, the right to purchase the underlying security. The buyer of a put obtains the right to sell the underlying security to the writer of the put, likewise in exchange for a premium. Options have standardized terms, including the exercise price and expiration time; listed options are traded on national securities exchanges that provide a secondary market in which holders or writers can close out their positions by offsetting sales and purchases. The premium paid to a writer is not a down payment; it is a nonrefundable payment from a buyer to a seller for the rights conveyed by the option. A premium has two components: the intrinsic value and the time value. The intrinsic value represents the difference between the current price of the securities and the exercise price at which the securities will be sold pursuant to the terms of the option. The time value is the sum of money investors are willing to pay for the option in the hope that, at some time before expiration, it will increase in value because of a change in the price of the underlying security.
 
One risk of any put or call that is held is that the put or call is a wasting asset. If it is not sold or exercised prior to its expiration, it becomes worthless. The time value component of the premium decreases as the option approaches expiration, and the holder may lose all or a large part of the premium paid. In addition, there can be no guarantee that a liquid secondary market will exist on a given exchange, in order for an option position to be closed out. Furthermore, if trading is halted in an underlying security, the trading of options is usually halted as well. In the event that an option cannot be traded, the only alternative to the holder is to exercise the option.
 
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Call Options on Securities. When a Fund writes a call, it receives a premium and agrees to sell the related investments to the purchaser of the call during the call period (usually not more than nine months) at a fixed exercise price (which may differ from the market price of the related investments) regardless of market price changes during the call period. If the call is exercised, the Fund forgoes any gain from an increase in the market price over the exercise price.
 
To terminate an obligation on a call that a Fund has written, the Fund may purchase a call in a “closing purchase transaction.” A profit or loss will be realized depending on the amount of option transaction costs and whether the premium previously received is more or less than the price of the call purchased. A profit may also be realized if the call lapses unexercised, because such Fund retains the premium received. All call options written by that Fund must be “covered.” For a call to be “covered”: (a) that Fund must own the underlying security or have an absolute and immediate right to acquire that security without payment of additional cash consideration; (b) the Fund must maintain cash or liquid securities adequate to purchase the security; or (c) any combination of (a) or (b).
 
When a Fund buys a call, it pays a premium and has the right to buy the related investments from the seller of the call during the call period at a fixed exercise price. Such Fund benefits only if the market price of the related investment is above the call price plus the premium paid during the call period and the call is either exercised or sold at a profit. If the call is not exercised or sold (whether or not at a profit), it will become worthless at its expiration date, and that Fund will lose its premium payment and the right to purchase the related investment.
 
Put Options on Securities. When a Fund buys a put, it pays a premium and has the right to sell the related investment to the seller of the put during the put period (usually not more than nine months) at a fixed exercise price. Buying a protective put permits a Fund to protect itself during the put period against a decline in the value of the related investment below the exercise price by having the right to sell the investment through the exercise of the put.
 
When a Fund writes a put option, it receives a premium and has the same obligations to a purchaser of such a put as are indicated above as its rights when it purchases such a put. A profit or loss will be realized depending on the amount of option transaction costs and whether the premium previously received is more or less than the put purchased in a closing purchase transaction. A profit may also be realized if the put lapses unexercised, because the writing  Fund retains the premium received. All put options written by a Fund must be “covered.” For a put to be “covered”, a Fund must maintain cash or liquid securities equal to the option price.
 
Futures Contracts and Options Thereon
 
A futures contract is a commitment to buy or sell a specific product at a currently determined market price, for delivery at a predetermined future date. The futures contract is uniform as to quantity, quality and delivery time for a specified underlying product. The commitment is executed in a designated contract market – a futures exchange – that maintains facilities for continuous trading. The buyer and seller of the futures contract are both required to make a deposit of cash or U.S. Treasury Bills with their brokers equal to a varying specified percentage of the contract amount; the deposit is known as initial margin. Since ownership of the underlying product is not being transferred, the margin deposit is not a down payment; it is a security deposit to protect against nonperformance of the contract. No credit is being extended, and no interest expense accrues on the non-margined value of the contract. The contract is marked to market every day, and the profits and losses resulting from the daily change are reflected in the accounts of the buyer and seller of the contract. A profit in excess of the initial deposit can be withdrawn, but a loss may require an additional payment, known as variation margin, if the loss causes the
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equity in the account to fall below an established maintenance level. An investing Fund will maintain cash or liquid securities sufficient to cover its obligations under each futures contract into which it enters.
 
A Fund may purchase and write (sell) stock index futures contracts as a substitute for a comparable market position in the underlying securities, and may purchase put and call options and write call options on stock index futures contracts. A stock index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying stocks in the index is made.
 
When a Fund purchases a put or call option on a futures contract, such Fund pays a premium for the right to sell or purchase the underlying futures contract for a specified price upon exercise at any time during the option period. By writing a call option on a futures contract, a Fund receives a premium in return for granting to the purchaser of the option the right to buy from that Fund the underlying futures contract for a specified price upon exercise at any time during the option period.
 
Some futures and options strategies tend to hedge a Fund’s positions against price fluctuations, while other strategies tend to increase market exposure. The extent of a Fund’s loss from an un-hedged short position in futures contracts or call options on futures contracts is potentially unlimited. A Fund may engage in related closing transactions with respect to options on futures contracts. A Fund may only purchase or write options only on futures contracts that are traded on a United States exchange or board of trade.
 
The Funds are each operated by an investment advisor that claims an exclusion on behalf of the Funds from the definition of the term “commodity pool operator” under the Commodity Exchange Act, as amended (the “CEA”) pursuant to Rule 4.5 under the CEA promulgated by the Commodity Futures Trading Commission (the “CFTC”). Accordingly, neither a Fund nor the relevant advisor is subject to registration or regulation as a “commodity pool operator” under the CEA. To remain eligible for the exclusion under Rule 4.5 as it has recently been amended by the CFTC, each Fund will be limited in its ability to use futures and options on futures and engage in certain swaps transactions. In the event that a Fund’s investments in certain derivative instruments regulated under the CEA (“Commodity Interests”), including futures, swaps and options on futures, exceed a certain threshold, the relevant advisor may be required to register as a “commodity pool operator” and/or “commodity trading advisor” with the CFTC with respect to that Fund. A Fund’s eligibility to claim the exclusion will be based upon the level and scope of its investment in Commodity Interests, the purposes of such investments and the manner in which such Fund holds out its use of Commodity Interests. For example, Rule 4.5 requires a fund with respect to which the operator is claiming the exclusion to, among other things, satisfy one of the two following trading thresholds: (i) the aggregate initial margin and premiums required to establish positions in Commodity Interests cannot generally exceed 5% of the liquidation value of the fund’s portfolio, after taking into account unrealized profits and unrealized losses; or (ii) the aggregate net notional value of Commodity Interests not used solely for “bona fide hedging purposes,” determined at the time the most recent position was established, cannot generally exceed 100% of the liquidation value of the fund’s portfolio, after taking into account unrealized profits and unrealized losses on any such positions it has entered into. The Funds currently intend to operate in a manner that would permit the relevant advisor to continue to claim the exclusion under Rule 4.5, which may adversely affect the advisor’s ability to manage the relevant Fund under certain market conditions and may adversely affect such Fund’s total return. In the event the relevant advisor becomes unable to rely on the exclusion in Rule 4.5 and is required to
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register with the CFTC as a commodity pool operator, that Fund’s expenses may increase. The CFTC’s recent amendments to the CEA, including Rule 4.5, have been challenged in court. The effect of the rule changes. its implementation and industry practice on the operations of the Funds and the advisors are not fully known at this time.
 
 
When a Fund purchases or sells a futures contract, that Fund “covers” its position. To cover its position, such Fund may maintain with its custodian bank (and mark-to-market on a daily basis) cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as margin, are equal to the amount of the actual contractual obligation to pay in the future of the futures contract. If such Fund continues to engage in the described securities trading practices and so maintain cash or liquid securities, the maintained cash or liquid securities will function as a practical limit on the amount of leverage which that Fund may undertake and on the potential increase in the speculative character of that Fund’s outstanding portfolio securities. Additionally, such maintained cash or liquid securities will assure the availability of adequate funds to meet the obligations of the Fund arising from such investment activities.
 
A Fund may cover its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (namely, an exercise price) as high or higher than the price of the futures contract, or, if the strike price of the put is less than the price of the futures contract, that Fund will maintain cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also cover its long position in a futures contract by taking a short position in the instruments underlying the futures contract, or by taking positions in instruments the prices of which are expected to move relatively consistently with the futures contract. A Fund may cover its short position in a futures contract by taking a long position in the instruments underlying the futures contract, or by taking positions in instruments the prices of which are expected to move relatively consistently with the futures contract.
 
A Fund may cover its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option, or, if the long position in the underlying futures contract is established at a price greater than the strike price of the written call, that Fund will maintain cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. A Fund may also cover its sale of a call option by taking positions in instruments the prices of which are expected to move relatively consistently with the call option.
 
Although the Funds intend to sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses. If trading is not possible, or the investing Fund determines not to close a futures position in anticipation of adverse price movements, such Fund will be required to make daily cash payments of variation margin. The risk that a Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.
 
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Limitations on Options and Futures
 
Transactions in options by the Funds will be subject to limitations established by each of the exchanges governing the maximum number of options which may be written or held by a single investor or group of investors acting in concert, regardless of whether the options are written or held on the same or different exchanges or are written or held in one or more accounts or through one or more brokers. Thus, the number of options which any Fund may write or hold may be affected by options written or held by the other Funds and other investment advisory clients of that Fund’s advisor and its affiliates. Position limits also apply to futures contracts. An exchange may order the liquidations of positions found to be in excess of these limits, and it may impose certain sanctions.
 
Special Risks of Hedging Strategies
 
Participation in the options or futures markets involves investment risks and transactions costs to which a Fund would not be subject absent the use of these strategies. In particular, the loss from investing in futures contracts is potentially unlimited. If the portfolio manager’s prediction of movements in the securities and interest rate markets is inaccurate, the applicable Fund could be in a worse position than if such strategies were not used. Risks inherent in the use of options, futures contracts and options on futures contracts include: (1) imperfect correlation between the price of options and futures contracts and options thereon and movements in the prices of the securities being hedged; (2) the fact that skills needed to use these strategies are different from those needed to select portfolio securities; and (3) the possible absence of a liquid secondary market for any particular instrument at any time.
 
Foreign Securities
 
The Funds may invest in securities of foreign issuers, although generally the U.S. Small Cap Fund and the U.S. Large Cap Fund will only invest in American Depository Receipts (“ADRs”) or American Depository Shares (“ADSs”), of non-U.S. companies the business of which is tied economically to the United States. The Funds may also hold securities of U.S. and foreign issuers in the form of ADRs or ADSs and they may each invest in securities of foreign issuers traded directly in the U.S. securities markets. Investments in foreign securities involve special risks and considerations that are not present when a Fund invests in domestic securities.
 
The value of a Fund’s foreign investments may be significantly affected by changes in currency exchange rates, and such Fund may incur certain costs in converting securities denominated in foreign currencies to U.S. dollars. In many countries, there is less publicly available information about issuers than is available in the reports and ratings published about companies in the United States. Additionally, foreign companies are not subject to uniform accounting, auditing and financial reporting standards. Dividends and interest on foreign securities may be subject to foreign withholding taxes which would reduce such Fund’s income without providing a tax credit for the Fund’s shareholders. Although the Funds intend to invest in securities of foreign issuers domiciled in nations which the relevant advisor considers as having stable and friendly governments, there is a possibility of expropriation, confiscatory taxation, currency blockage or political or social instability which could affect investments in those nations.
 
Illiquid Securities
 
The Funds may invest up to 15% of its net assets in securities for which there is no readily available market (“illiquid securities”). The 15% limitation includes certain securities whose
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disposition would be subject to legal restrictions (“restricted securities”). However certain restricted securities that may be resold pursuant to Rule 144A under the Securities Act may be considered liquid. Rule 144A permits certain qualified institutional buyers to trade in privately placed securities not registered under the Securities Act. Institutional markets for restricted securities have developed as a result of Rule 144A, providing both readily ascertainable market values for Rule 144A securities and the ability to liquidate these securities to satisfy redemption requests. However, an insufficient number of qualified institutional buyers interested in purchasing Rule 144A securities held by a Fund could adversely affect their marketability, causing that Fund to sell securities at unfavorable prices. The Board has delegated to the relevant advisor the day-to-day determination of the liquidity of a security although it has retained oversight and ultimate responsibility for such determinations. Although no definite quality criteria are used, the Board has directed each advisor to consider such factors as (i) the nature of the market for a security (including the institutional private resale markets); (ii) the terms of these securities or other instruments allowing for the disposition to a third party or the issuer thereof (for example, certain repurchase obligations and demand instruments); (iii) the availability of market quotations; and (iv) other permissible factors. The Funds consider a security illiquid if a Fund holds more than the average daily trading volume, based on a 30-day trading volume.
 
Restricted securities may be sold in privately negotiated or other exempt transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act. When registration is required, a Fund may be obligated to pay all or part of the registration expenses and considerable time may elapse between the decision to sell and the sale date. If, during such period, adverse market conditions were to develop, such Fund might obtain a less favorable price than the price which prevailed when it decided to sell. Restricted securities for which there is no market will be valued by appraisal at their fair value as determined in good faith by the relevant advisor under procedures established by and under the general supervision and responsibility of the Board.
 
 Lending of Portfolio Securities
 
The Funds may lend portfolio securities constituting up to 33-1/3% of its total assets (as permitted by the 1940 Act) to unaffiliated broker-dealers, banks or other recognized institutional borrowers of securities, provided that the borrower at all times maintains cash, U.S. government securities or equivalent collateral or provides an irrevocable letter of credit in favor of the Fund equal in value to at least 102% of the value of loaned domestic securities and 105% of the value of loaned foreign securities on a daily basis. During the time portfolio securities are on loan, the borrower pays the lending Fund an amount equivalent to any dividends or interest paid on such securities, and such Fund may receive an agreed-upon amount of interest income from the borrower who delivered equivalent collateral or provided a letter of credit. Loans are subject to termination at the option of a Fund or the borrower. A Fund may pay reasonable administrative and custodial fees in connection with a loan of portfolio securities and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. A Fund does not have the right to vote securities on loan, but could terminate the loan and regain the right to vote if that were considered important with respect to the investment.
 
The primary risk in securities lending is a default by the borrower during a sharp rise in price of the borrowed security resulting in a deficiency in the collateral posted by the borrower. The Funds will seek to minimize this risk by requiring that the value of the securities loaned be computed each day and additional collateral be furnished each day if required.
 
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Borrowing
 
A Fund may borrow from banks, as long as it maintains continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings, including reverse repurchase agreements) of 300% of all amounts borrowed, with an exception for borrowings not in excess of 5% of such Fund’s total assets made for temporary or emergency purposes. If, at any time, the value of such Fund’s assets should fail to meet this 300% coverage test, such Fund will reduce the amount of its borrowings to the extent necessary to meet this 300% coverage within three days (not including Sundays and holidays). Maintenance of this percentage limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so. No Fund will  purchase portfolio securities when outstanding borrowings exceed 5% of such Fund’s total assets.
 
Money Market Instruments
 
A Fund may invest in cash and money market securities to “cover” investment techniques, when taking a temporary defensive position or to have assets available to pay expenses, satisfy redemption requests or take advantage of investment opportunities. Each Fund may invest in cash and money market securities, including money market demand accounts which offer many of the same advantages as commercial paper master notes. Investments with a money market deposit account will be limited to accounts with Federal Deposit Insurance Corporation insured banks. Other money market securities in which a Fund may invest include U.S. Treasury Bills, commercial paper, commercial paper master notes and repurchase agreements.
 
A Fund may invest in commercial paper or commercial paper master notes rated, at the time of purchase, A-1 or A-2 by Standard & Poor’s (“S&P”) or Prime-1 or Prime-2 by Moody’s Investors Service, Inc. (“Moody’s”). Commercial paper master notes are demand instruments without a fixed maturity bearing interest at rates that are fixed to known lending rates and automatically adjusted when such lending rates change.
 
A Fund may also invest in securities issued by other investment companies that invest in high quality, short-term debt securities (namely, money market instruments). In addition to the advisory fees and other expenses a Fund bears directly in connection with its own operations, as a shareholder of another investment company, that Fund would bear its pro rata portion of the other investment company’s advisory fees and other expenses, and such fees and other expenses will be borne indirectly by the Fund’s shareholders.
 
Repurchase Agreements
 
Under a repurchase agreement, a Fund purchases a debt security and simultaneously agrees to sell the security back to the seller at a mutually agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term of each repurchase agreement will always be less than one year. A Fund will enter into repurchase agreements only with member banks of the Federal Reserve system or primary dealers of U.S. government securities. The applicable advisor will monitor the creditworthiness of each of the firms which is a party to a repurchase agreement with the applicable Fund. In the event of a default or bankruptcy by the seller, a Fund will liquidate those securities (whose market value, including accrued interest, must be at least equal to 100% of the dollar amount invested by such Fund in each repurchase agreement) held under the applicable repurchase agreement, which securities constitute collateral for the seller’s obligation to pay. However, liquidation could
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involve costs or delays and, to the extent proceeds from the sale of these securities were less than the agreed-upon repurchase price, such Fund would suffer a loss. A Fund also may experience difficulties and incur certain costs in exercising its rights to the collateral and may lose the interest that Fund expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as one week or less, but may be longer. It is the current policy of the Funds to treat repurchase agreements that do not mature within seven days as illiquid for the purposes of its investments policies.
 
Rights and Warrants
 
A Fund may purchase rights and warrants to purchase equity securities. Investments in rights and warrants are pure speculation in that they have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. Rights and warrants basically are options to purchase equity securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Rights and warrants differ from call options in that rights and warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of rights (if traded independently) and warrants do not necessarily move parallel to the prices of the underlying securities. Rights and warrants involve the risk that the investing Fund could lose the purchase value of the warrant if the warrant is not exercised prior to its expiration. They also involve the risk that the effective price paid for the warrant added to the subscription price of the related security may be greater than the value of the subscribed security’s market price.
 
Convertible Securities
 
The Funds may invest in convertible securities. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar nonconvertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security’s underlying common stock.
 
Preferred Stocks
 
The Funds may invest in preferred stocks. Preferred stock includes convertible and nonconvertible preferred and preference stocks that are senior to common stock. Preferred stock has a preference over common stock in liquidation (and generally dividends as well) but is subordinated to the liabilities of the issuer in all respects. As a general rule the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock
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dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
 
Real Estate Investment Trusts
 
The Funds may invest in REITS. A real estate investment trust (“REIT”) is a corporation, or a business trust that would otherwise be taxed as a corporation, which meets the definitional requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Code permits a qualifying REIT to deduct dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real property, and distribute to shareholders annually a substantial portion of its otherwise taxable income.
 
REITs are characterized as equity REITs, mortgage REITs, and hybrid REITs. Equity REITs, which may include operating or finance companies, owning real estate directly and the value of, and income earned by, the REITs depend upon the income of the underlying properties and the rental income they earn. Equity REITs also can realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value. Mortgage REITs can make construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower. Mortgage REITs derive their income from interest payments on such loans. Hybrid REITs combine the characteristics of both equity and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. The value of securities issued by REITs are affected by tax and regulatory requirements and by perceptions of management skill. They also are subject to heavy cash flow dependency, defaults by borrowers or tenants, self-liquidation and the possibility of failing to qualify for tax-free status under the Code or to maintain exemption from the 1940 Act.
 
Temporary Investment
 
The Funds may, in response to adverse market, economic, political or other conditions, take temporary defensive positions. In such circumstances, a Fund may temporarily invest up to 30% of each of their assets in certain defensive strategies, including holding a substantial portion of a Fund’s assets in cash, cash equivalents, or other highly rated short-term securities, including securities issued or guaranteed by the U.S. Government, its agencies, or instrumentalities. A Fund will not be able to achieve its investment objective of long-term capital appreciation to the extent that it invests in money market instruments since these securities do not appreciate in value.
 
Cybersecurity Risks
 
With the increased use of technologies such as mobile devices and webbased or cloud applications, along with the dependence on the Internet and computer systems to conduct business, the Funds are susceptible to operational, information security, and related risks. Cybersecurity incidents can result from deliberate attacks or unintentional events (arising from external or internal sources), and may cause the Funds to lose proprietary information, suffer data corruption, suffer physical damage to a computer or network system, or lose operational capacity. Cybersecurity attacks include, but are not limited to, infection by malicious software, such as malware or computer viruses, or gaining unauthorized access to digital systems, networks, or devices that are used to service the Funds’ operations (e.g., through “hacking,” “phishing,” or malicious software coding) or other means for purposes of misappropriating assets or sensitive
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information, corrupting data, or causing operational disruption. Cybersecurity attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on the Funds’ website (i.e., efforts to make network services unavailable to intended users). In addition, authorized persons could inadvertently or intentionally release confidential or proprietary information stored on the Funds’ systems.
 
Cybersecurity incidents affecting the Funds, the advisors, the sub-advisor, and other service providers to the Funds (including, but not limited to, the Funds’ accountant, custodian, transfer agent, and financial intermediaries) have the ability to disrupt business operations, potentially resulting in financial losses to both the Funds and their shareholders, interfere with a Fund’s ability to calculate its net asset value, impede trading, render Fund shareholders unable to transact business and the Funds unable to process transactions (including fulfillment of subscriptions and redemptions), cause violations of applicable privacy and other laws (including the release of private shareholder information), and result in breach notification and credit monitoring costs, regulatory fines, penalties, litigation costs, reputational damage, reimbursement or other compensation costs, forensic investigation and remediation costs, and additional compliance costs. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the Funds invest, counterparties with which the Funds engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and other service providers).
 
PORTFOLIO TURNOVER
 
The Funds pay transaction costs, such as commissions, when each Fund buys and 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 shares are held in a taxable account. These costs, which are not reflected in a Fund’s Annual Fund Operating Expenses, affect such Fund’s performance. While the Funds generally expect that the annual portfolio turnover rate of the Funds will not exceed 100% there can be no assurance that this will be the case in any particular year or twelve month period. A portfolio turnover rate of 100% would occur, for example, if all of a Fund’s securities were replaced within one year. A portfolio turnover rate of 100% or more would result in such Fund incurring more transaction costs such as brokerage, mark-ups or mark-downs. Payment of these transaction costs could reduce such Fund’s total return. High portfolio turnover could also result in the payment by such Fund’s shareholders of increased taxes on realized gains.

The following are portfolio turnover rates for the Funds for fiscal periods ended June 30:
 
 
2018
2017
EntrepreneurShares Global Fund
38%
65%
Entrepreneur U.S. Small Cap Fund
72%
53%
Entrepreneur U.S. Large Cap Fund
43%
43%

DISCLOSURE OF PORTFOLIO HOLDINGS
 
The Funds maintain the practices described below regarding the disclosure of its portfolio holdings to ensure that disclosure of information about portfolio securities is in the best interests of the Funds’ shareholders. The Funds’ Chief Compliance Officer (“CCO”) will report annually
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to the Board with respect to compliance with the portfolio holdings disclosure procedures described herein.
 
There may be instances where the interests of the shareholders of a particular Fund respecting the disclosure of information about portfolio securities may conflict with the interests of the relevant advisor or an affiliated person of such Fund. In such situations, the Board will be afforded the opportunity to determine whether or not to allow such disclosure. The Funds do not receive any compensation for providing information about portfolio holdings.
 
Fund Service Providers

The Funds have entered into arrangements with certain third party service providers for services that require these groups to have access to each Fund’s portfolio holdings. As a result of the ongoing services that these service providers provide, they will receive portfolio holdings information prior to and more frequently than the public disclosure of such information. In each case, the Board has determined that such advance disclosure is supported by a legitimate business purpose and that the recipient by reason of the federal securities laws (1) is prohibited as an “insider” from trading on the information and (2) has a duty of trust and confidence to the Funds because the recipient has a history and practice of sharing confidences such that the recipient of the information knows or reasonably should know that the Funds expect that the recipient will maintain its confidentiality. These third party service providers are the advisors and each Fund’s Portfolio Administrator, independent registered public accountant and custodian.
 
Rating and Ranking Organizations
 
The Board has determined that the Funds may provide portfolio holdings information to the rating and ranking organizations listed below on either a monthly or quarterly basis.
 
Morningstar, Inc.
Lipper, Inc.
Thompson Reuters
Bloomberg L.P.
 
The determination was made that these organizations provide investors with a valuable service and, therefore, it is in the best interests of the Funds’ shareholders to provide them with non-public portfolio holdings information. Since this information is not provided on the condition that it be kept confidential or that these organizations not trade on the information, such disclosure could provide these organizations with the ability to make advantageous decisions to place orders for shares of a Fund or to trade against a Fund to the detriment of other shareholders of the other Funds. However, the Funds will not provide this information until such information is at least 60 days old, after which time the disclosure of such non-public portfolio holdings should not be problematic. Also, the officers of the Trust receive and review reports on a regular basis as to any purchases and redemptions of shares of the Funds to determine if there is any unusual trading in shares of the Funds. The Funds will not pay these organizations.
 
Availability of Information
 
The Funds may publish top ten positions at the end of each calendar quarter in its Quarterly Snapshot. This information is updated approximately 15 to 30 business days following the end of each quarter. It is available free of charge, and can be obtained by calling 877-271-8811.
 
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MANAGEMENT
 
Management Information
 
As a Delaware statutory trust, the business and affairs of the Trust are managed by its officers under the direction of its Board of Trustees.  The EntrepreneurShares Global Fund, the Entrepreneur U.S. Small Cap Fund, and the Entrepreneur U.S. Large Cap Fund are the only funds in the “Fund Complex” as defined in the 1940 Act.  The name, birth year and principal occupations during the past five years, and other information with respect to each of the Trustees and officers of the Trust is set forth below.  Unless otherwise noted, each Trustee and officer has served in the indicated positions and directorships for at least the last five years.  The address of each Trustee and officer is c/o the Trust at 175 Federal Street, Suite #875, Boston, MA 02110.
 
Non-Interested Trustees
 
Name ( Birth Year)
Position(s)
Held
with Trust
Term of
Office1 and
Length of
Time Served
Principal
Occupation(s)
During Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
Other
Directorships
Held by
Trustee During
Past 5 Years
Charles Aggouras
(1967)
Trustee
Since 2018
President and Chief Executive Officer of GFC Development since 1998.
4
None
 
 
 
 
 
 
 

16



George R. Berbeco
(1944)
Trustee
Since 2010
Chairman – Bay Colony Development Corporation; Former President – Devon Group and General Partner – Devon Capital Partners, LP. (commodity trading) (2005 to 2009).
4
None

Interested Trustee
Name (Birth Year)
Position(s)
Held
with Trust
Term of
Office1 and
Length of
Time Served
Principal
Occupation(s)
During Past 5 Years
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
Other
Directorships
Held by
Trustee During
Past 5 Years
Joel M. Shulman, CFA2
(1955)
President
and Trustee
Since 2010
Member and principal of Weston since 2010; Tenured professor at Babson College.
4
None
Officer
         
Alissa Shulman
(1992)
Vice President – Strategy & Investment and Interim Treasurer
Served since 2017
From 2016 to the present Ms. Shulman has worked at EntrepreneurShares, as an Analyst and Investment Associate,  and now as Vice President of Strategy & Investments and Interim Treasurer.  From 2015 to 2016, Ms. Shulman worked at Gordon Brothers Group; Gordon Brothers Commercial & Industrial, as an Analyst. From 2014 to 2015, Ms. Shulman worked at Gordon Brothers Group; Gordon Brothers-AccuVal,  as an Analyst. Ms. Shulman graduated from Babson College in 2014.
 
N/A
N/A
 
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_______________
(1)   Each Trustee serves an indefinite term until the election of a successor. Each officer serves an indefinite term, renewed annually, until the election of a successor.
(2)   Dr. Shulman is considered an interested Trustee within the meaning of the 1940 Act because of his affiliation with the advisors and sub-advisor.
 
The Board of Trustees appointed Scott Stone, age 53, as an adviser to the Board. As an adviser, Mr. Stone attends meetings of the Board and acts as a non-voting participant. Mr. Stone currently serves as the President (since March 2015) and Chief Investment Officer (since June 2011) at Pentegra Investors, Inc., where he and his team are responsible for the management and oversight of the investment processes governing approximately $8 billion in assets, comprised of both public and private holdings of fixed income, equity, real estate, hedge fund and other alternative investments. The Board believes that Mr. Stone’s extensive experience in the investment industry and experience as a portfolio manager will allow him to provide helpful insight and advice to the Board.
 
Qualification of Trustees
 
Dr. Shulman’s experience and skills as a portfolio manager, as well as his familiarity with the investment strategies utilized by the portfolio managers of the Funds, led to the conclusion that he should serve as a Trustee. Mr. Aggouras, and Mr. Berbeco are experienced businessmen and Mr. Berbeco is familiar with financial statements. Each takes a conservative and thoughtful approach to addressing issues facing the Fund. These combinations of skills and attributes led to the conclusion that each of Mr. Aggouras and Mr. Berbeco, should serve as a Trustee.
 
Dr. Joel Shulman has been a Trustee and portfolio manager of the Funds since inception of the fund family. Dr. Shulman has extensive skill and experience as a portfolio manager, as well as familiarity with the investment strategies utilized by the portfolio managers of the Funds.
 
Mr. Aggouras has been a Trustee of the Funds since 2018. He brings a unique perspective as the president and chief executive officer of a real estate development and investment firm. He is also experienced with financial, accounting, regulatory and investment matters.
 
George Berbeco has been a Trustee of the Funds since inception of the fund family. He brings a unique perspective as an accomplished entrepreneur and as a private investor. He is also experienced with financial matters.
 
Board Leadership Structure
 
The Board of Trustees (the “Board”) of the Funds has general oversight responsibility with respect to the operation of the Funds. The Board has engaged the advisors and sub-advisor, as applicable, to manage the Funds and is responsible for overseeing the advisors and sub-advisor, as applicable, and other service providers to the Funds in accordance with the provisions of the 1940 Act and other applicable laws. The Board has established an Audit Committee to assist the Board in performing its oversight responsibilities.
 
The Funds do not have a Chairman of the Board. As President of the Trust, Dr. Shulman is the presiding officer at all meetings of the Board. The Board does not have a lead non-interested Trustee. The Funds have determined that its leadership structure is appropriate given its size and
18

the nature of the Funds. The Board plans to meet every quarter to discuss matters related to the Funds.
 
The Trustees may consider nominations by shareholders for trustee vacancies. These nominations will be duly considered by the independent Trustees (or a duly constituted committee) and evaluated on their merits consistent with the Trustees’ obligations to the Trust.
 
Board Oversight of Risk
 
Through its direct oversight role, and indirectly through the Audit Committee, and Trust officers and service providers, the Board performs a risk oversight function for the Funds. To effectively perform its risk oversight function, the Board, among other things, performs the following activities: receives and reviews reports related to the performance and operations of the Funds; reviews and approves, as applicable, the compliance policies and procedures of the Trust; approves the Funds’ principal investment policies; adopts policies and procedures designed to deter market timing; meets with representatives of various service providers, including the advisors and sub-advisor and the independent registered public accounting firm of the Funds, to review and discuss the activities of the Funds and to provide direction with respect thereto; and appoints a CCO of the Funds who oversees the implementation and testing of the Funds’ compliance program and reports to the Board regarding compliance matters for the Funds and its service providers.
 
The Audit Committee plays a significant role in the risk oversight of the Funds as it meets annually with the auditors of the Funds and quarterly with the Funds’ CCO.
 
Audit Committee

The Board has an Audit Committee whose members consist of Mr. Aggouras and Mr. Berbeco, each of whom is a non-interested Trustee. The primary functions of the Audit Committee are to select the independent registered public accounting firm to be retained to perform the annual audit of the Funds, to review the results of the audit, to review the Funds’ internal controls, to approve in advance all permissible non-audit services performed by the independent registered public accounting firm and to review certain other matters relating to the Funds’ independent registered public accounting firm and financial records. The Audit Committee met twice during the prior fiscal year.
 
The Board has no other committees.
 
Compensation
 
The Funds’ standard method of compensating the non-interested Trustees is to pay each such Trustee a fee of $2,500 for each Board meeting and a fee of $500 for each Audit Committee meeting attended, including special meetings. The Funds also reimburse the non-interested Trustees for their reasonable travel expenses incurred in attending meetings of the Board. The Funds do not provide pension or retirement benefits to its Trustees. The aggregate compensation paid by the Funds to each non-interested Trustee during the fiscal year ending June 30, 2018 is set forth below:
 
19

Name of Person, Position*
 

Aggregate
Compensation
from Trust
 
Total
Compensation
from
Trust and
Fund Complex
Paid to Trustees
Non-Interested Trustees
 
 
 
 
 
 
 
 
Dr. Stephen Sohn**
 
$
11,000
 
 
$
11,000
 
George R. Berbeco
 
$
11,000
 
 
$
11,000
 
Interested Trustee
 
 
 
 
 
 
 
 
Joel M. Shulman
 
$
0
 
 
$
          0
 
 
*
Mr. Aggouras did not join the Board until after June 30, 2018 (he joined effective as of October 1, 2018) and received no director compensation for the fiscal year ended June 30, 2018.
**
Dr. Sohn retired as a director effective as of September 30, 2018.
 
Proxy Voting Policy
 
Information on how the Funds voted proxies relating to its portfolio securities during the most recent twelve month period ended June 30, is available without charge by calling 877-271-8811 or by accessing the website of the Securities and Exchange Commission at http://www.sec.gov.
 
The Funds vote proxies in accordance with the applicable advisor’s proxy voting policy. The advisors generally follow the so-called “Wall Street Rule” (namely, it votes as management recommends or sells the stock prior to the meeting). The advisors believe that following the “Wall Street Rule” is consistent with the economic best interests of the Funds. When management makes no recommendation, the applicable advisor will not vote proxies unless the advisor determines the failure to vote would have a material adverse effect on the applicable Fund. If the advisor determines that the failure to vote would have a material adverse effect on such Fund, the advisor will vote in accordance with what it believes are the economic best interests of that Fund. Consistent with its duty of care, the advisor monitors proxy proposals just as it monitors other corporate events affecting the companies in which the applicable Fund invests.  In the event that a vote presents a conflict of interest between the interests of the Fund and its advisor, the advisor will disclose the conflict to the Board and, consistent with its duty of care and duty of loyalty, “echo” vote the securities (namely, vote for and against the proposal in the same proportion as all other shareholders).
 
Code of Ethics
 
The Trust, the advisors, the sub-advisor and the distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act.  Each code of ethics permits personnel subject thereto to invest in securities, including securities that may be purchased or held by the Funds.  Each code of ethics generally prohibits, among other things, persons subject thereto from purchasing or selling securities if they know at the time of such purchase or sale that the security is being considered for purchase or sale by the Funds or is being purchased or sold by the Funds.
 
Dollar Range of Trustee Share Ownership
 
The table below sets forth the dollar range of equity securities beneficially owned by each Trustee in the Fund complex as of December 31, 2017.
 
None of the Trustees who are non-interested Trustees, or any members of their immediate family, own shares of the advisors, the sub-advisor or companies, other than registered investment companies, controlled by or under common control with the advisors or the sub-advisor.  Mr. Aggouras was not on the Board of Trustees as of December 31, 2017.  Mr. Aggouras did not own any shares of the Funds as of December 31, 2017.
 
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Name of Trustee
Dollar Range of Equity Securities in the Global Fund
Dollar Range of Equity Securities in the U.S. Small Cap Fund
Dollar Range of Equity Securities in the U.S. Large Cap Fund
Dollar Range of Equity Securities in the ERShares Entrepreneur 30 ETF
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
George Berbeco
$0
$0
$0
$1 - $10,000
$0
Dr. Joel Shulman
Over $100,000
$50,001-$100,000
$50,001-$100,000
Over $100,000
Over $100,000
 
 
 
 
 
 
 

 
 
 

21


CONTROL PERSONS AND PRINCIPAL SECURITIES HOLDERS
 
The persons listed below are deemed to be control persons or principal owners of the Funds, as defined in the 1940 Act. Control persons own of record or beneficially 25% or more of the Fund’s outstanding securities and are presumed to control the Fund for purposes of voting on matters submitted to a vote of shareholders. Principal holders own of record or beneficially 5% or more of the Fund’s outstanding voting securities.
 
As of October 1, 2018, the following persons were known to own, beneficially or of record, 5% or more of each Fund’s outstanding shares:
 
EntrepreneurShares Global Fund: Institutional Class 5% Information
 
Name
Address
Number of Shares
% Hold
Ownership Type
MAC & Co.
525 William Penn Pl.
Pittsburgh, PA 15230
2,325,519
60.17%
Beneficial
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
1,075,959
27.84%
Beneficial
 
Entrepreneur U.S. Small Cap Fund: Institutional Class 5% Information
 
Name
Address
Number of Shares
% Hold
Ownership Type
MAC & Co.
525 William Penn Pl.
Pittsburgh, PA 15230
9,958,290
91.85%
Beneficial
 
Entrepreneur U.S. Large Cap Fund: Institutional Class 5% Information
 
Name
Address
Number of Shares
% Hold
Ownership Type
MAC & Co.
525 William Penn Pl.
Pittsburgh, PA 15230
7,565,248
87.68%
Beneficial

As of October 1, 2018, the officers and Trustees of all of the funds in the fund complex as a group owned an aggregate of less than 1% of each of the Funds other than the Global Fund where the officers and Trustees of the Funds hold approximately 3.6%.
 
 

22


ADVISORY AND OTHER SERVICES
 
The Advisors and Sub-Advisor
 
Weston Capital Advisors, LLC (“Weston”) is the Global Fund’s investment advisor and was formed on June 3, 2010.  EntrepreneurShares, LLC is the Global Fund’s investment Sub-advisor (the “Sub-Advisor”), and was formed on April 1, 2010. The investment advisor has delegated the day-to-day management of the Global Fund’s portfolio to the Sub-Advisor. Under the sub-advisory agreement for the Global Fund (the “Sub-Advisory Agreement”), the Sub-Advisor makes specific portfolio investments in accordance with the Global Fund’s investment objective and the Sub-Advisor’s investment approach and strategies. Weston pays a sub-advisory fee to the Sub-Advisor from its own assets, and the sub-advisory fee is not an additional expense of the Global Fund.
 
Capital Impact Advisors, LLC (“Capital Impact Advisors”) is the investment advisor to both the U.S. Small Cap Fund and the U.S. Large Cap Fund and was formed in April 2013. Under the advisory agreements for the U.S. Small Cap Fund and the U.S. Large Cap Fund (each, an “Advisory Agreement”), each advisor makes specific portfolio investments in accordance with the applicable Fund’s investment objective and the advisor’s investment approach and strategies.
 
Dr. Joel M. Shulman is the principal of all three advisory entities: Chief Executive Officer of Capital Impact Advisors and Weston, and President of EntrepreneurShares.  Dr. Shulman controls the advisors and the Sub-Advisor through equity ownership of each entity.
 
Under the current investment advisory agreement, which was approved by the Board on September 13, 2017, for the Global Fund, U.S. Small Cap Fund, and U.S. Large Cap Fund.  The applicable advisor has overall responsibility for assets under management, provides overall investment strategies and programs for the Fund, selects sub-advisors, allocates assets among the sub-advisors and monitors and evaluates the sub-advisors’ performance. The current term of the investment advisory agreements will continue until September 30, 2019, for the Global Fund, U.S. Small Cap Fund and U.S. Large Cap Fund, unless terminated earlier in accordance with the applicable terms. The advisor to the Global Fund, Weston, has entered into a sub-advisory agreement with EntrepreneurShares. The current term of the sub-advisory agreement runs through September 30, 2019, unless terminated earlier.  Joel Shulman is the senior managing member of the Sub-Advisor and controls the Sub-Advisor. Dr. Shulman’s position with the Trust and the Funds is described below under the caption “Portfolio Manager” and above under the caption “Management-Management Information.”
 
The benefits derived by the advisors and/or Sub-Advisor from soft dollar arrangements are described under the caption “Portfolio Transactions and Brokerage.” None of the non-interested Trustees, or any members of their immediate family, owns shares of the advisors or the Sub-Advisor or any companies, other than registered investment companies, controlled by or under common control with the advisors or Sub-Advisor.
 
Under the investment advisory agreements for the Fund (the “Advisory Agreements”), the advisors, at their own expense and without reimbursement from the applicable Fund, furnish office space and all necessary office facilities, equipment and executive personnel for making the investment decisions necessary for managing the Funds and maintaining its organization, pays the salaries and fees of all officers of the Trust and Trustees (except the fees paid to non-interested Trustees) and bears all sales and promotional expenses of the Funds, other than distribution expenses paid by each Fund pursuant to the Fund’s Service and Distribution Plan, if any. For the foregoing, the Global Fund pays Weston a monthly fee based on the Global Fund’s average daily
23

net assets at the annual rate of 1.25% and the U.S. Small Cap Fund and the U.S. Large Cap Fund pay Capital Impact Advisors a monthly fee based on the U.S. Small Cap Fund’s and the U.S. Large Cap Fund’s average daily net assets at the annual rate of 0.75% and 0.65%, respectively.
 
The Funds pay all of its expenses not assumed by the advisors, including, but not limited to, the professional costs of preparing and the cost of printing its registration statement required under the Securities Act and the 1940 Act and any amendments thereto, the expenses of registering its shares with the Securities and Exchange Commission (the “SEC”) and qualifying in the various states, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of Trustee and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges on any borrowings, dividend and interest payments on securities sold short, brokerage commissions, and expenses incurred in connection with portfolio transactions. The Funds also pay salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, fees and expenses of any custodian or trustees having custody of the Funds’ assets, expenses of calculating the NAV and repurchasing and redeeming shares, and charges and expenses of dividend disbursing agents, registrars, and share transfer agents, including the cost of keeping all necessary shareholder records and accounts and handling any problems relating thereto.
 
The advisors are contractually obligated to reimburse the applicable Fund to the extent that the aggregate annual operating expenses, including the investment advisory fee and the administration fee but excluding all federal, state and local taxes, interest, reimbursement payments to securities lenders for dividend and interest payments on securities sold short, taxes, brokerage commissions and extraordinary items, in any year, exceed a per annum percentage of net assets attributable to such shares of the relevant Fund. This percentage limit is, for the Global Fund, 1.95%, 1.95% and 1.70%, relating to the Retail Class, Class A and Institutional Class respectively; for the U.S. Small Cap Fund, 1.10% and 0.85% relating to the Retail Class and Institutional Class respectively; and for the U.S. Large Cap Fund, 1.00% and 0.75% relating to the Retail Class and Institutional Class respectively, as determined by valuations made as of the close of each business day of the year. The expense limitation agreements for the Funds expire on November 1, 2019 unless extended by the Board.
 
Reimbursement of expenses in excess of the applicable limitation will be made on a regular basis and will be paid to the applicable Fund by reduction of the relevant advisor’s fee, subject to later adjustment during the remainder of such Fund’s fiscal year. The advisors may from time to time, at its sole discretion, reimburse the applicable Fund for expenses incurred in addition to the reimbursement of expenses in excess of applicable limitations. The Funds monitor their expense ratio at least on a monthly basis. If the accrued amount of the expenses of a Fund exceed the expense limitation, that Fund creates a receivable from the applicable advisor for the amount of such excess. In such a situation the monthly payment of the advisor’s fee will be reduced by the amount of such excess, subject to adjustment month by month during the balance of such Fund’s fiscal year if accrued expenses thereafter fall below this limit.
 
The Advisory Agreements and the Sub-Advisory Agreement each remain in effect for two (2) years from each of their effective date and thereafter continues in effect for as long as its continuance is specifically approved at least annually, by (i) the Board, or (ii) by the vote of a majority (as defined in the 1940 Act) of the outstanding shares of the applicable Fund. The Advisory Agreements and the Sub-Advisory Agreement each provides that it may be terminated at any time without the payment of any penalty, by the Board or by vote of a majority of the applicable Fund’s shareholders, on sixty (60) calendar days’ written notice to the applicable advisor or the Sub-Advisor,
24

as the case may be, and by the applicable advisor or the Sub-Advisor, as the case may be, on the same notice to the applicable Fund and that it shall be automatically terminated if it is assigned.
 
The Advisory Agreements and the Sub-Advisory Agreement each provides that the applicable advisor or the Sub-Advisor, as the case may be, shall not be liable to the applicable Fund or its shareholders for anything other than willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties. The Advisory Agreements and the Sub-Advisory Agreement each also provides that the advisor or the Sub-Advisor, as the case may be, may engage in other businesses, devote time and attention to any other business whether of a similar or dissimilar nature, and render investment advisory services to others.
 
The tables below shows the amount of advisory fees paid by each Fund and the amount of fees waived and/or reimbursed by the advisors and Sub-Advisor for the fiscal periods shown.
 
Advisory Fees: EntrepreneurShares Global Fund
 
Fiscal Period Ended
Advisor
Advisory Fee
(Waiver)/Reimbursement
Advisory Fee After Waiver
June 30, 2018
Weston
$611,120
$85,034
$696,154
June 30, 2017
Weston
$303,953
$(9,986)
$293,967
June 30, 2016
Weston
$103,951
$(68,444)
$35,507

Over the last three years, Weston Capital Advisors, LLC has not compensated the Sub-Advisor.

Advisory Fees: Entrepreneur U.S. Small Cap Fund
 
Fiscal Period Ended
Advisor
Advisory Fee
(Waiver)
Advisory Fee After Waiver
June 30, 2018
Capital Impact
$1,006,939
$(69,215)
$937,724
June 30, 2017
Capital Impact
$1,104,454
$(77,461)
$1,026,993
June 30, 2016
Capital Impact
$966,368
$(72,431)
$893,937
 
Advisory Fees: Entrepreneur U.S. Large Cap Fund
 
Fiscal Period Ended
Advisor
Advisory Fee
(Waiver)
Advisory Fee After Waiver
June 30, 2018
Capital Impact
$729,568
$(70,676)
$658,892
June 30, 2017
Capital Impact
$632,931
$(70,689)
$562,242
June 30, 2016
Capital Impact
$540,811
$(66,377)
$474,434

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The Administrator, Fund Accountant and Transfer Agent
 
Effective October 27, 2017, the administrator to the Trust is UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, Wisconsin 53212 (the “Administrator” or “UMB”).  The Trust and the Administrator entered into an administration and fund accounting agreement on October 27, 2017 (the “Administration Agreement”), that will remain in effect unless terminated as provided below.
 
Pursuant to the Administration Agreement, the Administrator calculates the daily net asset value of the Funds and provides administrative services (which include clerical, compliance and regulatory services such as filing all federal income and excise tax returns and state income tax returns, assisting with regulatory filings, preparing financial statements and monitoring expense accruals).  For these services, the Administrator receives from the Funds a monthly fee at the annual rate of 0.05% on the first $500,000,000 of each Fund’s average daily net assets, 0.03% on the next $500,000,000, and 0.02% on average daily net assets in excess of $1,000,000,000, subject to an annual minimum of $120,000, plus out-of-pocket expenses.  For the fiscal year ended June 30, 2018, the Trust paid the Administrator $142,215 for administration and accounting services.
 
The Administration Agreement may be terminated on not less than 90 days’ notice by the Board of Trustees of the Trust or by the Administrator.  Pursuant to the Administration Agreement, the Administrator also provides fund accounting services to the Fund.
 
Prior to October 27, 2017, U.S. Bancorp Fund Services, LLC was the administrator to the Trust (the “Former Administrator”).
 
Fees paid to the Former Administrator for fiscal year ended June 30:
 
 
July 1, 2017 – October 26, 2017
2017
2016
EntrepreneurShares Global Fund
$5,303
$11,597
$5,736
Entrepreneur U.S. Small Cap Fund
$13,967
$56,143
$49,359
Entrepreneur U.S. Large Cap Fund
$11,146
$36,379
$31,995
 
UMB also acts as the Funds’ transfer agent. As transfer agent, UMB has agreed to (i) issue and redeem shares of the Funds, (ii) make dividend and other distributions to stockholders of the Funds, (iii) respond to correspondence by Fund stockholders and others relating to its duties, (iv) maintain stockholder accounts, and (v) make periodic reports to the Funds.
 
UMB is a subsidiary of UMB Bank N.A., which is also the parent company of the Funds’ custodian.
 
Custodian
 
 
UMB Bank, N.A., an affiliate of UMB, serves as custodian of the Funds’ assets pursuant to the Custody Agreement. Under the Custody Agreement, UMB Bank, N.A. has agreed to (i) maintain a separate account in the name of each Fund, (ii) make receipts and disbursements of
26

money on behalf of each Fund, (iii) collect and receive all income and other payments and distributions on account of each Fund’s portfolio investments, (iv) respond to correspondence from stockholders, security brokers and others relating to its duties, and (v) make periodic reports to the Funds concerning the Funds’ operations. UMB Bank, N.A. does not exercise any supervisory function over the purchase and sale of securities. UMB Bank, N.A. is located at 928 928 Grand Blvd., 5th Floor, Kansas City, Missouri 64106.
 
Distributor
 
Rafferty Capital Markets, LLC (the “Distributor”) serves as the distributor for the Funds. Its principal business address is 1010 Franklin Avenue, Suite 300A, Garden City, NY 11530. The Distributor offers shares of each Fund on a continuous basis, reviews advertisements of the Funds and acts as liaison for the Funds’ broker-dealer relationships. The Distributor is not obligated to sell any certain number of shares of any Fund.
 
PORTFOLIO MANAGER
 
The Portfolio Manager to the Funds may have responsibility for the day-to-day management of accounts other than the applicable Fund. Information regarding these other accounts is set forth below. The number of accounts and assets is shown as of June 30, 2018.
 
 
Number of Other Accounts Managed
And Total Assets by Account Type
Number of Accounts and
Total Assets for Which
Advisory Fee is Performance-Based
Portfolio
Manager
Registered
Investment
Companies
Other
Pooled
Investment
Vehicles
Other
Accounts
Registered
Investment
Companies
Other
Pooled