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ERShares

Frequently Asked Questions

XOVR Private-Public Crossover ETF

Key Facts (as of 02/24/2026)

– SpaceX exposure: approximately $205 Million (21.91% of NAV)
– Portfolio framework: predominantly public equities anchored in ER30TR (typically 85%+ of assets)
– Private sleeve: held via SPV(s)
– Gross expense ratio: 0%
– Cash held within SPV (for liquidity/transaction windows): approximately $33.5 Million

XOVR is primarily a public equity portfolio following the ER30TR Index, which typically represents more than 85% of fund assets. The Fund includes a complementary private sleeve that currently holds SpaceX exposure indirectly through a dedicated SPV. Public equities aligned with the ER30TR framework drive most portfolio behavior, while private investments, such as SpaceX exposure, provide differentiated exposure across the innovation lifecycle.

No. SpaceX exposure remains part of the Fund’s private sleeve within the broader portfolio structure. The Fund has always combined a public core with selective private investments.

Over the last several months, the Fund engaged in a restructuring of its private sleeve designed to simplify how its private investments are held and reported. This included increasing the Fund’s SpaceX exposure given the substantial inflows it has recently received and transitioning a substantial portion into a new SPV that simplifies layered economics and improves reporting clarity. This reflects a structural evolution in investment vehicles rather than a change in investment thesis.

The Fund’s SpaceX exposure is now primarily obtained through a SPV that currently has no additional ongoing management fees or performance participation at the vehicle level (often known as a “0/0” structure). However, the transition to the new streamlined SPV structure involved certain transaction costs that have been reflected in the fund’s current performance. Investors should be aware that private market pricing and performance may reflect a wide range of vehicle-level characteristics, including fee structures, performance participation, transaction dates, deal size, number of intermediary layers, and jurisdiction of underlying vehicles, that may influence quoted prices, in some cases substantially. To the extent the SPV acquires additional private securities exposure in the future, the SPV will seek, where practicable, to continue to structure such exposure in this manner. However, there can be no assurance that future transactions will be available on identical terms.

SpaceX exposure is valued under the Fund’s formal valuation policies and oversight framework, which incorporates transaction data, tender activity, third-party inputs, comparable analysis, valuation committee governance, independent fund administration, and auditor review. Accounting guidance also permits use of a private vehicle’s net asset value as a practical expedient to inform fair value. These inputs inform fair value but do not establish a continuously updated market price. Private valuations update periodically through this governance process and are not continuously marked like public equities.

Third party private secondary markets are negotiated and episodic. Observed prices may vary based on vehicle structure, liquidity, transaction size, investor eligibility, and other deal-specific factors. These references may provide context but do not determine the Fund’s valuation, which follows its formal policies and oversight procedures.

Fund-level outcomes reflect multiple factors, including position size relative to total assets at the time, staged changes in exposure over time, the periodic cadence of private valuation updates, and the effects of the one-time structural transition, including associated transaction costs.

Going forward, the Fund expects performance attribution related to private exposure to be clearer and with a more transparent cost and reporting structure. Public–private crossover investing remains an evolving category, and the Fund continues refining procurement, valuation oversight, structural design, and disclosure practices to improve investor understanding.

Key Takeaway: XOVR’s private sleeve operates within a regulated ETF structure supported by formal valuation governance, independent administration, and auditor oversight. Differences between private market references and reported Fund outcomes are primarily explained by structure, timing, portfolio weighting, transaction costs, and valuation methodology, not by undisclosed changes to exposure.

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Disclosures: The fund's investment objectives, risks, charges and expenses must be considered carefully before investing. The prospectus contains this and other important information about the investment company, and it may be obtained by calling +1 (617) 279 0045 or by visiting our website www.ershares.com. Read it carefully before investing.

Fund Risks can include and are not limited to: Absence of Prior Active Market Risk, Management Risk, New ETF Provider, Common Stock Risk, Market Risk, Concentration Risk, American Depositary Receipts, Early Closing Risk, Exchange Trade Fund Risk, Private Equity Investment Risk, Illiquidity Risk, Valuation Risk, Exit Strategy Risk.

The Entrepreneur Factor® is a bottom-up investment orientation that we believe stands above other investment factors such as momentum, sector, growth, value, leverage, market cap, and geographic orientation. Late-stage private companies are privately held firms that have moved beyond early growth phases and are approaching maturity, often with proven business models and substantial revenues but not yet publicly listed. PMF Velocity (Product-Market Fit Velocity) is the speed at which a startup moves toward achieving and strengthening product-market fit, reflecting how quickly it can validate strong market demand for its offering.

*VC (Venture Capital Style or Venture Style approach seeks out firms with high growth potential, typically smaller, innovative, or disruptive companies. The goal is to find a few big long-term winners that can deliver outsized gains within the public markets. For more than 30 years at Babson College, the number one school in Entrepreneurship education, Professor Joel Shulman, Ph.D., CFA, conducted academic research that led to the creation of the "Entrepreneur Factor."

This framework is grounded in a venture capital (VC) style investing model applied to public equities. Because the term entrepreneur is not formally defined or classified within traditional financial databases such as Bloomberg, Capital IQ, or FactSet, Professor Shulman developed a proprietary system to replicate how venture capitalists evaluate and invest in private companies, but within the public markets.

Initially, he identified 15 attributes that capture the essence of entrepreneurial success, mirroring the criteria a venture capitalist would apply when assessing early-stage companies. These include factors such as founder and leadership quality, CEO background, team strength, ownership and economic incentives, revenue growth trajectory, market potential, innovation capacity, and capital discipline.

Backed by more than 25 academic articles and publications, his framework provides an empirically tested foundation for quantifying the entrepreneurial qualities that drive long-term performance. By embedding these 15 venture-style characteristics into ERShares public company selection process, he effectively recreated the VC investment model inside a liquid, public-market framework. This methodology defines ERShares VC-style approach to investing-one that emphasizes entrepreneurial leadership, high-growth potential, and innovation-driven value creation. It remains the foundation of ERShares investment philosophy and a unique differentiator in their overall investment thesis.

Distributed by Foreside Financial Services, LLC

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