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. 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 2/9/2026, the Fund holds approximately $205 million of exposure to SpaceX through an effective “0/0” structured vehicle. The value is based on the SpaceX corporate announcement on 2/2/2026 that values the company at approximately $1 trillion (corresponding with a $526.59 stock price value). The Fund expects to 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/.
ERShares is distributed by Foreside Financial Services, LLC. There is no affiliation between ERShares and Foreside Financial Services distributors.
