EntrepreneurShares LLC

Item 5: Fees and Compensation

Investment Management Services Fee: As compensation for its services,
EntrepreneurShares charges a percentage of the market value of the assets it manages. For
separately managed accounts, the fees are based on an annual percentage rate applied to
the market value of the portfolio on a quarterly basis, and in some cases, monthly. For our
proprietary strategies and the Fund, the fees are based on an annual percentage rate applied
to the market value of the portfolio on a monthly basis. For separately managed accounts,
clients may choose to be invoiced, or EntrepreneurShares can direct debit from the client’s
custodial account, either quarterly or monthly, in advance, or arrears. In most cases, the
fees are calculated based upon the market value of the portfolio at the end of each
quarter/month, although some accounts are billed based upon the market value of the
portfolio at the beginning of the quarter. The timing of calculations is determined in the
services agreement before services begin. One-fourth in the case of quarterly billing or, in
the case of the monthly-billed clients, one-twelfth of the annual fee is then billed to the
Client for services performed during that quarter or month. For clients billed at the
beginning of each quarter, and in the event that a client terminates their investment advisory
contract prior to the end of the quarter, the fee will be recalculated from the beginning of
the quarter to the termination date; any difference between what was paid and the new fee
will be returned to the Client. For clients billed at the end of each quarter, and in the event
that a client terminates their investment advisory contract prior to the end of the quarter,
the fee will be pro-rated for the partial period that the account was under management. The
management agreement runs for an initial period of one year, and quarterly thereafter. The
agreement generally may be terminated by either party without penalty upon 30 days'
written notice.

EntrepreneurShares Proprietary Strategies: Fees for this service are based upon the
following fee schedule:

Assets Under Management Per Annum
First $20 Million: 0.99%
Over $20 Million: Negotiated

Accounts that are affiliated, whether by family or corporate relationships, are aggregated
for purposes of meeting the applicable breakpoints in the above schedules.
EntrepreneurShares will negotiate fees for accounts of substantial size, or with platforms
with small accounts that in the aggregate are of substantial size.

EntrepreneurShares may, under certain circumstances and at its discretion, charge lower
fees than the published fee schedule for the first $100 million committed or deposed in
each strategy created by EntrepreneurShares. Typically, these lower fees only apply to
large institutional manager-of-manager accounts whose multi-manager investment
guidelines and business model require a lower fee be applied.

EntrepreneurShares does not charge a fee on client assets invested in the Fund because it
receives a management fee directly from the Fund as set forth below.

ERShares Global Entrepreneurs Mutual Fund fee schedule: In return for managing
Fund assets, EntrepreneurShares receives a management fee of 0.89% of the value of Fund
assets per year. EntrepreneurShares has agreed to lower its fee to ensure a cap on total Fund
expenses of 0.98% for the Institutional share class and 0.98% for Retail class and Class A
(which are not currently active).
Separately Managed Account fee schedule: Separately Managed Accounts (SMAs) fees
are charged as a percentage of assets under management and will be agreed upon with the
client in the Investment Management Agreement which will be executed prior to
EntrepreneurShares providing investment management services to the client.

Valuation Service fee schedule: The firm will provide its valuation services and fairness
opinion services on a fixed fee basis. The fee will be determined based on several factors,
including the scope of work, complexity of the engagement, the level of expertise required,
and the amount of time and resources required to complete the project. The firm may
include an hourly rate component if the original scope of work is altered or unexpected
complexities emerge.

Other Fees: Separately managed account fees paid to EntrepreneurShares are for
Investment Management Services only. The fees do not include, for example, fees charged
by third parties such as third-party managers or accountants and attorneys assisting with
providing the client with accounting and legal advice. Commissions on transactions and
other account fees will also be charged by brokerage firms in accordance with the account’s
brokerage or custodial firm’s normal commission schedule. See Item 12, Brokerage
Practices, for additional information.
Prospective clients should be aware that in addition to EntrepreneurShares' advisory fees,
each exchange-traded fund or mutual fund in which a client's assets are invested also pays
its own advisory fees and other internal expenses, which already have been deducted from
the fund's reported performance.

Item 7: Types of Clients

Description
EntrepreneurShares currently offers its investment advisory services to a range of clients,
including investment companies, other registered investment advisers, retail investors, and
high-net-worth individuals. The firm provides advisory services through separately
managed accounts (SMAs), mutual funds, and model portfolio delivery programs.

EntrepreneurShares manages SMAs for retail and high-net-worth individuals, using its
proprietary investment strategies. The firm may consider a minimum account size for new
SMA clients, which is determined on a case-by-case basis depending on the selected
strategy, investment objectives, and client profile. Fees for SMAs are agreed upon
individually with each client.

In addition to separately managed accounts, EntrepreneurShares serves as a sub-adviser to
the ERShares Global Entrepreneurs Mutual Fund and participates in Unified Managed
Account (UMA) programs, providing model portfolios to sponsors without exercising
trading discretion over UMA assets.

EntrepreneurShares Valuation Services offers its services to a wide range of clients,
including but not limited to corporations, law firms, accounting firms, investment banks,
and private equity firms. The clients may engage in connection with a variety of
transactions, such as mergers, acquisition, divestitures, spin-offs and restructurings.