ERShares

Frequently Asked Questions

Frequently asked questions regarding ERShares' funds.

XOVR Private-Public Crossover ETF

Key Facts (as of 05/29/2026)

– SpaceX exposure: approximately $292 Million 
– Portfolio framework: predominantly public equities anchored in ER30TR (typically 85%+ of assets)

– Management Fee: 0.75%

– SpaceX SPV structure: no management fee, no carried interest

– Current SpaceX exposure acquisition fee: already incurred (one-time, does not recur)

– No lockups. No minimums. No accredited-investor requirement

The Fund carries its SpaceX exposure, held through an effective 0/0 structured SPV, at fair value and updates it on a periodic basis as market pricing dictates. The Adviser’s Valuation Committee evaluates proposed changes, which are then subject to internal Compliance review before implementation. The underlying framework has been reviewed and approved by the Fund’s Board of Trustees.

Announcements will be made either (i) after the daily NAV has been calculated and published following the close of U.S. equity markets, or (ii) prior to the opening of U.S. equity markets on the following trading day — never during market hours. Announcements will be communicated through the Fund’s website, and where appropriate, through press release or newsletter distribution — so that all market participants have equal and timely access.

ERShares believes SpaceX has the characteristics to become the Magnificent 8th: the next company to join the small group of businesses that define an era of the market. SpaceX is currently valued at approximately $1.55 trillion on secondary markets and, based on publicly reported market estimates, could go public at $1.75 trillion or higher. XOVR holds approximately $292 million in SpaceX exposure, the largest such position of any ETF, through a SpaceX SPV with no management fee and no carried interest. For investors who want access to SpaceX before a potential IPO, XOVR is the most accessible way to get involved.

XOVR is an actively managed ETF that invests primarily in companies that meet the highest conviction threshold (top quartile) of the proprietary Entrepreneur Factor (“EF”) model of Capital Impact Advisors, LLC, the Fund’s adviser (the “Adviser”), and selects most of its investments from companies included in the proprietary ERShares 30 Total Return Index (the “ER30TR Index”). XOVR combines public equities selected through the ER30TR Index, a 20-year framework that outperformed major benchmarks including the Nasdaq-100 as shown below, with selective private-market exposure. The fund currently holds approximately $292 million in SpaceX through a SpaceX SPV with no management fee and no carried interest. One ticker. Daily liquidity. No lockups. No minimums.

XOVR charges a management fee of 0.75%. The SpaceX position is held through a SpaceX SPV, with no management fee and no carried interest at the SPV level. By comparison, traditional private equity funds typically charge 2% management fees and 20% carried interest with multi-year lockups and high minimums. Unlike these private equity funds, XOVR has no lockups, no minimums, and no accredited-investor requirement. One ticker, available through any brokerage account.

The ER30TR Index, the public equity backbone of XOVR, has a 20-year track record. The methodology identified the Magnificent Seven for investment from early stages. XOVR extends that same framework into private markets.

Although the Index has a verified history dating from June 30, 2005, the Index performance shown here is a composite derived from a model-based historical application of the Index methodology and other sources. While such composite performance information about the Index is intended to provide insight into how the strategy may have performed historically, it is a composite presentation and thus may differ materially from the actual results of the Fund, which is actively managed and does not seek to track the Index.

Composite ER30TR Index Performance Comparison

(for the period June 30, 2005 to June 30, 2025 – annualized)

ERShares 30 Total Return Index Nasdaq-100 S&P 500 DJIA
+2,101% +1,718% +667% +594%

Annualized Composite Returns of the ER30TR Index

(for the periods ended June 30, 2025)

Index One Year Three Years Five Years Ten Years Since 6-30-2005
ERShares 30 Total Return Index 23.53% 33.70% 15.51% 17.22% 16.70%

The Index and its underlying methodology were created by and continue to be maintained by EntrepreneurShares, LLC (“ERShares”), an affiliate of the Adviser. The ER30TR Index is unmanaged and investors cannot invest directly in an index. Past performance is not indicative of future results.

When SpaceX goes public, the SpaceX SPV will be fair valued based on the trading price of the SpaceX stock and the price of the SPV will rise and fall in tandem with the newly issued IPO stock. The investor does not have to do anything — as the stock rises in value, the SpaceX position in XOVR will rise, and as it falls, the SpaceX position will fall.

ERShares has high conviction in XOVR’s positioning. The fund’s public equity backbone is anchored in the ER30TR Index, which has a 20-year track record of outperformance as discussed above. Further, the SpaceX position was acquired at pre-IPO pricing and is held through a SpaceX SPV with no management fee and no carried interest. Based on publicly reported market estimates, SpaceX could go public at $1.75 trillion or higher. Future outcomes remain uncertain, but XOVR shareholders are already positioned.

No. No action is required on your part. Your investment in XOVR remains in place, and the Fund’s portfolio management team handles the transition of SpaceX from a private to a public holding within the portfolio.

No. As a shareholder of XOVR, you own shares of the Fund, not the underlying portfolio securities. No SpaceX shares will be distributed to XOVR shareholders at any time, including in connection with a SpaceX IPO.

No. There is no lockup on your shares of XOVR. Any lockup applies to the Fund’s underlying SpaceX holdings, not to XOVR shareholders.

The SpaceX IPO itself is not expected to create a taxable event for XOVR shareholders. As with any ETF, buying or selling your own XOVR shares may result in a capital gain or loss. Please consult your tax advisor regarding your specific situation.

XOVR was built to solve a problem that public-only ETFs cannot: the most innovative companies are staying private far longer, and by the time they reach the public market much of their growth has already been captured by venture and crossover investors. ERShares spent more than 20 years studying how venture capital identifies those companies, codifying that research into the Entrepreneur Factor® and the Entrepreneur 30 Total Return Index (ER30TR). The same research that powered the public-equity strategy ultimately pointed somewhere public markets alone could not follow. When XOVR relaunched in August 2024, adding private-company exposure was the logical next step, not a product extension, but a structural one. To follow the research wherever it led, the fund needed to hold both public growth companies and select pre-IPO private companies inside a single, daily-traded ETF wrapper. No other ETF was designed that way. In building it, ERShares pioneered the private-public crossover ETF category and made XOVR the first ETF purpose-built to combine public equities with private-company exposure in one vehicle.

XOVR (NASDAQ: XOVR) relaunched on August 30, 2024, when the Fund was restructured into its current form as the ERShares Private-Public Crossover ETF, a long-term investment vehicle built around a unique strategy: pairing a proprietary public-equity index with selective pre-IPO private-market exposure inside a single, daily-liquid ETF. Since March 31, 2026, XOVR investors have received approximately $51 million in appreciation from the Fund’s SpaceX exposure — tangible evidence that the long-term, private-market strategy is already delivering value to shareholders. The relaunch introduced two defining features. The ER30TR Index serves as the public-equity backbone, anchoring the Fund in a methodology with a 20-year track record of outperformance versus the S&P 500, the Nasdaq-100, and the Dow Jones Industrial Average, the same framework that identified the Magnificent Seven from early stages. The second feature is selective private-market exposure, including XOVR’s pre-IPO position in SpaceX, as of 5/27/2026, the largest SpaceX exposure of any ETF. XOVR is built for investors with a long-term horizon. The Fund’s positions, both public and private, are held with multi-year conviction, consistent with the ER30TR Index methodology’s emphasis on entrepreneur-led companies that compound value over time. The August 30, 2024 relaunch positioned XOVR as the first ETF to combine pre-IPO private-company exposure with a daily-liquid public equity portfolio, one ticker, no lockups, no minimums, and no accredited-investor requirement.

XOVR operates within a registered ETF structure and evaluates its holdings under the Fund’s liquidity risk management program. Private-company exposure is not automatically classified as an “illiquid investment” solely because the company is private. Liquidity classification depends on the facts and circumstances of each position, including the expected ability to sell, dispose of, or convert the investment to cash within specified time frames without materially affecting its value.

XOVR’s SpaceX exposure is obtained indirectly through an SPV within the ETF structure. Prior to increasing the Fund’s SpaceX exposure on 05/21/2026, ERShares put in place liquidity arrangements designed to support the Fund’s compliance with applicable liquidity requirements.

ERShares believes this structure allows investors to access select private-company exposure within a regulated, daily-traded ETF format, while remaining subject to the Fund’s liquidity risk management program.

Key Takeaway: XOVR is the first ETF built to combine pre-IPO private-company exposure with a daily-liquid public equity portfolio. The fund’s public sleeve is anchored in the ER30TR Index, a 20-year track record that has outperformed major benchmarks. The SpaceX position is held through a SpaceX SPV with no management fee and no carried interest, designed so that any future appreciation flows to shareholders, not the manager. As of 05.21.2026, XOVR holds approximately $292 million in SpaceX exposure through a SpaceX SPV with no management fee and no carried interest, alongside exposure to Anduril. 

 

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.

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Disclosures:

*Portions of the composite index return shown here represent performance of predecessor vehicles, and the pre-November 2017 portion of the ER30TR Index methodology composite track record is supplemental information and a composite and is presented for context. It is not the performance of the ER30TR Index as calculated by LSEG since November 8, 2017 and is not the performance of any registered fund. Predecessor vehicles operated under different fee structures, may have employed leverage or other techniques not employed by the ER30TR Index methodology, and may not have held identical positions to those that the ER30TR Index methodology would have generated. Full substantiation memorandum (with exhibits) available upon request. The composite index performance shown here has been compiled from the following sources and time periods. 1. GIPS verification— three engagements: (i) Report of Independent Verification dated August 25, 2010, including Performance Examination of the FP Capital Partners Long-Short Composite (composite inception August 1, 2005) for August 2005 – July 2010; (ii) Sector Returns Review Letter dated October 25, 2013, determining that the methodology used to derive the Adviser’s sector composites — including the US Large Cap sector composite that is the most direct historical analogue to the ER30TR Index — was sound and appropriate for August 2005 – July 2013; (iii) GIPS Verification engagement in April 2019. 2. Audited live managed money — methodology continuously implemented in actual vehicles: FP Capital Partners Long-Short Composite (2005, GIPS-verified, with US Large Cap carveout); ERShares Global Entrepreneurs™ (“ENTIX”), a global large-cap mutual fund registered under the 1940 Act and organized as a separate series of the Trust (2010, annually audited, SEC-filed); institutional all-cap SMA (2012); ERShares US Large Cap™ (“IMPLX”) a US large-cap mutual fund registered under the 1940 Act and organized as a separate series of the Trust (2014, annually audited, SEC-filed). 3. Independent-calculation period as out-of-sample test (LSEG, 11/8/2017 – 12/31/2025).

†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. Distributed by Foreside Financial Services, LLC. 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.

Private equity refers to investments in privately held companies or public companies taken private, typically through pooled funds managed by private equity firms. These firms raise capital from institutional and accredited investors to identify, acquire, and actively manage portfolio companies, aiming to enhance their value over time. After strategic improvements, the fund seeks to exit these investments through sales, mergers, or public offerings. The goal is to generate high returns for investors, albeit with associated risks such as illiquidity and valuation challenges.

† The fund does not directly hold shares of SpaceX. Exposure to SpaceX is sought indirectly through investment in SPV Exposure to SpaceX LLC or other special purpose vehicles (“SPVs”) the objective(s) of which is to seek such exposure through investment in privately-offered securities including other private funds (“private securities”) that have exposure to direct interests in SpaceX. The fund may not be able to influence the SPV’s management, and the SPV may hold material amounts of cash while seeking investments. There cannot be any guarantee the SPV will be successful. Private securities are not registered under the Securities Act of 1933 and SPVs are not registered under the Investment Company Act of 1940 and therefore the fund does not benefit from the regulatory protections of those acts when participating in such investments. The SPV and private securities generally may be difficult to value and to sell because of regulatory restrictions on resale. SPVs and private securities may carry additional costs such as transaction fees, operating expenses, management and/or performance fees, capital gains taxes, and brokerage charges. These costs can materially impact both the price paid for the investment and the net returns, if any, generated.

As of February, 9, 2026, the Fund completed a one-time net asset value (“NAV”) adjustment in connection with the conversion of certain legacy private-asset arrangements into a simplified structure aligned on an effective “0/0” economic basis. The adjustment reflects accounting treatment related to prior structuring considerations and does not represent a change in the operating performance or fundamentals of the underlying portfolio companies, nor should it be interpreted as an indication of future portfolio performance.

This structural conversion reflects the Adviser’s ongoing evaluation of portfolio construction, vehicle design, and valuation processes, with the objective of promoting transparency, operational clarity, and consistency in financial reporting. The updated structure is intended to support a valuation framework that permits the Fund to incorporate observable market reference points in an operationally efficient manner when such data becomes available. Investors should not interpret this enhancement as a guarantee of valuation precision, immediacy, or reduced volatility. The valuation of private investments involves significant judgment and is subject to uncertainty. Reported values may differ materially from the prices that could be obtained in an actual transaction, and such differences may be adverse.

All private investments are valued pursuant to the Fund’s established valuation policies and procedures, including oversight through the Adviser’s valuation governance framework and in accordance with applicable accounting standards. The Fund and its service providers apply methodologies believed to be reasonable under the circumstances; however, there can be no assurance that the values assigned will reflect realizable outcomes.

For purposes of this disclosure, “0/0” refers to the removal of legacy private-asset management fee and performance carry economics at the vehicle level. Investors should not interpret this structure to mean that the Fund’s private investments are free of expenses. The Fund will continue to bear its ordinary operating expenses and other costs. In addition to ordinary operating expenses, the Fund may bear direct and indirect costs associated with private investments, whether incurred at the Fund level, SPV level, underlying fund level, transaction level, or through other investment-related structures, regardless of whether such costs are known at the time of investment. While the Fund may incur some or all of the expenses described above, such costs may be de minimis relative to the overall size of the Fund’s portfolio at a given time and are generally associated with customary and non-discretionary activities necessary to support private investments, including but not limited to mandatory audits, financial statement preparation, account maintenance, investor reporting, tax documentation, regulatory compliance, and similar administrative functions.

Expense levels may vary over time and could increase depending on transaction activity, regulatory developments, structural changes, or other investment-related factors. No assurance can be given regarding the magnitude or duration of such expenses. The Adviser seeks to structure private investments in a cost-efficient manner when practicable; however, there can be no guarantee that such efforts will be successful in all cases.

Private holdings are valued in accordance with ASC 820, and are typically based on valuations reported by funds and the most recent available observable inputs. This methodology is intended to promote financial-reporting consistency and may differ from prices observed in private secondary-market transactions, which may occur at higher or lower valuations. Such differences could be material. There can be no assurance that the Fund’s valuation methodology will reflect the price at which the Fund could exit a position in a current transaction. Because a meaningful portion of the Fund’s net assets may be invested in private securities valued using methodologies that incorporate significant judgment, changes in reference prices, valuation inputs, or market conditions could result in material adjustments to the Fund’s NAV, including on a short-term basis. Such adjustments may be positive or negative and may occur without corresponding movements in public markets.

As of May 21, 2026, the Fund holds approximately $292 million of exposure to SpaceX through an effective ‘0/0’ structured vehicle, reflecting a $1.55 trillion valuation based on a composite proxy derived from recent secondary market transactions in 0/0 SpaceX SPVs. The Fund may maintain additional net assets in cash or cash equivalents in the SpaceX SPV to support portfolio liquidity, facilitate opportunistic investments, satisfy redemption activity, fund potential capital calls, and meet operating expenses and other obligations. There is no assurance that such capital will be deployed or that any investments will achieve their intended objectives. Maintaining cash positions may, at times, create a temporary performance drag during periods when such assets are not invested; however, the Adviser believes such flexibility supports prudent portfolio management. The Fund’s cash allocation is established within the Adviser’s liquidity risk management framework and is designed to preserve operational flexibility while supporting compliance with applicable regulatory expectations and maintaining prudent portfolio construction. The Fund’s cash allocation may vary from these levels based on market conditions, transaction timing, and portfolio management considerations.

The Fund manages liquidity as part of a comprehensive risk management framework designed to support its ability to meet shareholder redemptions and other obligations under a range of market conditions, including periods of market stress. The Adviser evaluates liquidity across the portfolio on an ongoing basis using multiple factors that may include market depth, anticipated transaction timelines, structural characteristics of private investments, and potential capital needs.

The Fund seeks to maintain sufficient flexibility through portfolio construction, cash management, and access to liquidity sources; however, there can be no assurance that these efforts will be successful in all market environments. Private investments are generally less liquid than publicly traded securities and may require extended time frames to exit or monetize. In certain circumstances, the Fund may need to adjust portfolio exposures, delay investment activity, or take other actions it considers appropriate in order to manage liquidity.

As a result of the size of this position relative to the Fund’s portfolio, changes in the assigned valuation of this investment could have a proportionally greater impact on the Fund’s NAV than the valuation changes of smaller positions.

For more information related to the risks of the fund, please refer to the prospectus. The prospectus can be obtained by calling 1-833-368-7383 and be viewed at https://entrepreneurshares.com/.

XOVR is distributed by Foreside Financial Services, LLC. There is no affiliation between the Fund, its investment adviser or any of their affiliates and Foreside Financial Services distributors.

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