UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER
REPORT OF REGISTERED MANAGEMENT
INVESTMENT
COMPANIES
Investment Company Act file number 811-22436
EntrepreneurShares
Series Trust
175
Federal Street, Suite #875
Boston, MA 02110
Dr. Joel M. Shulman, Principal
Executive Officer and Principal Financial Officer
175 Federal Street,
Suite #875
Boston, MA 02110
Date of fiscal year end: June 30
Date of reporting period: July 1, 2025 – June 30, 2026
Item 1. Reports to
Stockholders.
(a)
A copy of the report transmitted to stockholders pursuant to Rule 30e-1
under the Investment Company Act, as amended (“Act”), is attached hereto.
(b) Not applicable.
Item 2. Code of Ethics.
(a)
As of the end of the period covered by this report, EntrepreneurShares
Series Trust (the “Registrant”) has adopted a code of ethics, which applies to
its Principal Executive Officer and Principal Financial Officer (the “Code of
Ethics”).
(c)
There have been no amendments to the Registrant’s Code of Ethics during
the period covered by this report.
(d)
There have been no waivers to the Registrant’s Code of Ethics during the
period covered by this report.
(e)
Not applicable.
(f)(1) A copy of the Code of Ethics
is being filed under Item 19(a)(1) hereto.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant’s
Board of Trustees has determined that the Registrant does not have an audit
committee financial expert. The committee members and the full Board considered
a possibility of adding a member that would qualify as an expert. The audit
committee determined that, although none of its members meet the technical
definition of an audit committee expert, the committee has sufficient financial
expertise to adequately perform its duties under the Audit Committee Charter
without the addition of a qualified expert.
(a)(2) Not applicable.
Item 4. Principal Accountant Fees
and Services.
(a)
Audit Fees - The aggregate fees billed for each of the last two fiscal
years (the “Reporting Periods”) for professional services rendered by the
Registrant’s principal accountant for the audit of the Registrant’s annual
financial statements, or services that are normally provided by the principal
accountant in connection with the statutory and regulatory filings or
engagements for the Reporting Periods, were $16,000 in 2025 and $16,000 in 2026.
(b) Audit-Related
Fees – The aggregate fees billed in the Reporting Periods for assurance and
related services rendered by the principal accountant that were reasonably
related to the performance of the audit of the Registrant’s financial
statements and are not reported under paragraph (a) of this Item 4 were $0 in
2025 and $0 in 2026.
(c) Tax Fees
- The aggregate fees billed in the Reporting Periods for professional services
rendered by the principal accountant to the Registrant for tax compliance, tax
advice and tax planning were $1,500 in 2025 and $2,500 in 2026. These services
consisted of review or preparation of U.S. federal, state, local and excise tax
returns.
(d) All
Other Fees - The aggregate fees billed in the Reporting Periods for products
and services provided by the principal accountant to the Registrant, other than
the services reported in paragraphs (a) through (c) of this Item, were $0 in
2025 and $0 in 2026.
(e)(1) Pre-Approval
of Audit and Permitted Non-Audit Services Provided to the Company
Pre-Approval Requirements. The
Committee shall pre-approve all auditing services and permissible non-audit
services (e.g., tax services) to be provided to the Company by the Auditor,
including the fees therefor. The Committee may delegate to one or more of its
members the authority to grant pre-approvals. In connection with such delegation,
the Committee shall establish pre-approval policies and procedures, including
the requirement that the decisions of any member to whom authority is delegated
under this section (B) shall be presented to the full Committee at each of its
scheduled meetings.
De Minimis Exception to Pre-Approval:
Pre-approval for a permitted non-audit service shall not be required if:
a.
the aggregate amount of all such non-audit services is not more than 5%
of the total revenues paid by the Company to the Auditor in the fiscal year in
which the non-audit services are provided;
b. such
services were not recognized by the Company at the time of the engagement to be
non-audit services; and
c.
such services are promptly brought to the attention of the Committee and
approved prior to the completion of the audit by the Committee or by one or
more members of the Committee to whom authority to grant such approvals has
been delegated by the Committee.
Additionally, the Committee shall
pre-approve the Auditor’s engagements for non-audit services with the Adviser
and any affiliate of the Adviser that provides ongoing services to the Company
in accordance with the foregoing, if the engagement relates directly to the
operations and financial reporting of the Company, unless the aggregate amount
of all services provided constitutes no more than 5% of the total amount of
revenues paid to the Auditor by the Company, the Adviser and any affiliate of
the Adviser that provides ongoing services to the Company during the fiscal
year in which the services are provided that would have to be pre-approved by
the Committee pursuant to this paragraph (without regard to this exception).
(e)(2) No services included in (b) -
(d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.
(f) Not applicable
(g) The aggregate non-audit
fees billed by the principal accountant for services rendered to the Registrant
for the Reporting Periods were $0 in 2025 and $0 in 2026. There were no fees
billed in either of the Reporting Periods for non-audit services rendered by
the principal accountant to the Registrant’s investment adviser or any
Affiliate.
(h) During the Reporting
Period, the Registrant's principal accountant provided no non-audit services to
the investment advisers or any entity controlling, controlled by or under
common control with the investment advisers to the series of the Registrant to
which this report relates.
(i) Not applicable. The
Registrant has not retained, for the preparation of the audit report on the
financial statements included in the Form N-CSR, a registered public accounting
firm that has a branch or office that is located in a foreign jurisdiction and
that the Public Company Accounting Oversight Board (the “PCAOB”) has determined
that the PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in the foreign jurisdiction.
(j) Not applicable. The
Registrant is not a “foreign issuer,” as defined in 17 CFR 240.3b-4.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
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(a)
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Included as part of financial statements filed under Item
7(a).
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Item 7. Financial Statements and Financial Highlights for
Open-End Management Investment Companies
(a)
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(b)
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Included as part of financial statements filed under Item
7(a).
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Item 8. Changes in and Disagreements with Accountants for
Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for Open-End Management
Investment Companies
Not applicable.
Item 10. Remuneration Paid to Directors, Officers and Others
of Open-End Management Investment Companies.
Included as part of financial statements filed under Item
7(a).
Item 11. Statement Regarding Basis for Approval of
Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and
Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management
Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security
Holders.
Not applicable.
Item 16. Controls and Procedures.
(a) The Registrant’s
Principal Executive Officer and Principal Financial Officer concluded that the
registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the “Act”)) were effective as of a
date within 90 days of the filing date of this report (the “Evaluation Date”)
based on their evaluation of the registrant’s disclosure controls and
procedures as of the Evaluation Date.
(b) There were no
changes in the Registrant’s internal control over financial reporting (as
defined in Rule 30a-3(d) under the Act) that occurred during the period covered
by this report that have materially affected, or are reasonably likely to
materially affect, the Registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for
Closed-End Management Investment Companies
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits.
(a)(2) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EntrepreneurShares Series Trust
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By
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/s/ Dr. Joel M. Shulman
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Dr. Joel M. Shulman, Principal
Executive Officer and Principal Financial Officer
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Date
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August 27, 2026
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Pursuant to
the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
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By
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/s/ Dr. Joel M. Shulman
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Dr. Joel M. Shulman, Principal
Executive Officer and Principal Financial Officer
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Date
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August 27, 2026
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