EntrepreneurShares Series Trust Sample Contracts

CUSTODY AGREEMENT Dated October 27, 2017 Between UMB BANK, N.A. and ENTREPRENEURSHARES SERIES TRUSTTM
Custody Agreement • October 27th, 2017 • EntrepreneurShares Series Trust

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and EntrepreneurShares Series TrustTM each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 30th, 2019 • EntrepreneurShares Series Trust • Delaware

THIS AGREEMENT is made and entered into as of April 1, 2019 by and between EntrepreneurShares Series Trust, a Delaware statutory trust (the “Client”) having its principal place of business at 175 Federal Street, Suite 875, Boston, MA 02210, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

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ETF DISTRIBUTION AGREEMENT
Distribution Agreement • October 28th, 2022 • EntrepreneurShares Series Trust • Delaware

This Distribution Agreement (the "Agreement") is made as of October 28, 2021, by and between EntrepreneurShares Series Trust, a Delaware business trust (the "Trust") having its principal place of business at 175 Federal Street, Suite 875, Boston, MA 02210, and Vigilant Distributors, LLC, a Pennsylvania limited liability company (the "Distributor") having its principal place of business at 223 Wilmington West Chester Pike, Suite 216, Chadds Ford, PA 19317.

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CUSTODIAN AND TRANSFER AGENT AGREEMENT
Custodian and Transfer Agent Agreement • October 28th, 2020 • EntrepreneurShares Series Trust • New York

THIS AGREEMENT (this Agreement), dated as of October 23, 2020, between ENTREPRENEURSHARES SERIES TRUST (the Fund, including its separate series, the Portfolios), an open-end management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or, when referring to BBH&Co. in its capacity as custodian, the Custodian, and when referring to BBH&Co. in its capacity as transfer agent, TA). For purposes of this Agreement, reference hereafter to the “Fund” shall mean the Fund and/or the respective Portfolio(s), as the context requires.

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 27th, 2017 • EntrepreneurShares Series Trust • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 29th day of August, 2017, by and between EntrepreneurShares Series TrustTM, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 7th, 2013 • EntrepreneurShares Series Trust • New York

THIS AGREEMENT (the “Agreement”) is made as of August 29th, 2013, between EntrepreneurShares Series Trust (the “Fund”), a Delaware Statutory Trust, and Rafferty Capital Markets, LLC (“RCM”), a corporation organized and existing under the laws of the State of New York.

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Contract
Services Agreement • November 3rd, 2017 • EntrepreneurShares Series Trust • New York
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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 7th, 2013 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • October 27th, 2017 • EntrepreneurShares Series Trust • Wisconsin

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of this 29th day of August, 2017, by and between EntrepreneurShares Series TrustTM, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).

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ENTREPRENEURSHARES SERIES TRUST AGREEMENT AND DECLARATION OF TRUST (Effective May 13, 2010)
Trust Agreement • November 4th, 2010 • EntrepreneurShares Series Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made by Joel Shulman, Thomas Stallkamp, George Berbeco, and Steven Sohn in the City of Babson Park, the State of Massachusetts, this 13th day of May, 2010.

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CUSTODY AGREEMENT
Custody Agreement • November 4th, 2010 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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CUSTODY AGREEMENT
Custody Agreement • October 7th, 2013 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 27th, 2023 • EntrepreneurShares Series Trust

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), is effective as of May 1, 2023, between ENTREPRENEURSHARES SERIES TRUST, a Delaware Statutory Trust (the “Trust”), and CAPITAL IMPACT ADVISORS, LLC, a Delaware Limited Liability Company (the “Advisor”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 30th, 2019 • EntrepreneurShares Series Trust

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), is effective as of September 17, 2019, between ENTREPRENEURSHARES SERIES TRUST, a Delaware Statutory Trust (the “Trust”), and CAPITAL IMPACT ADVISORS, LLC, a Delaware Limited Liability Company (the “Advisor”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 4th, 2010 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 7th, 2013 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 4th, 2010 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 30th, 2019 • EntrepreneurShares Series Trust

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (“Agreement”), is effective as of September 17, 2019, between ENTREPRENEURSHARES SERIES TRUST, a Delaware Statutory Trust (the “Trust”), and SEAPORT GLOBAL ADVISORS, LLC, a Massachusetts Limited Liability Company (the “Adviser”).

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GLOBAL CUSTODIAL AND AGENCY SERVICES AGREEMENT EntrepreneurShares Series Trust
Global Custodial and Agency Services Agreement • November 3rd, 2017 • EntrepreneurShares Series Trust

THIS GLOBAL CUSTODIAL AND AGENCY SERVICES AGREEMENT is made on September 25, 2017, individually, by and among EntrepreneurShares Series Trust, located at 175 Federal Street Suite 875 Boston, Massachusetts 02110 ("Client"), and Citibank, N.A. acting through its offices in New York (“Custodian”).

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SCHEDULE A ENTREPRENEURSHARES SERIES TRUST AGREEMENT AND DECLARATION OF TRUST dated May 13, 2010 List of Series and Classes
Agreement and Declaration of Trust • October 30th, 2019 • EntrepreneurShares Series Trust
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SECOND AMENDMENT TO THE FUND ADMINISRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 26th, 2014 • EntrepreneurShares Series Trust

THIS SECOND AMENDMENT dated as of June 25,2014, to the Fund Administration Servicing Agreement, dated as of September 9, 2010, as amended September 4, 2013 (the “Agreement”), is entered into by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • October 7th, 2013 • EntrepreneurShares Series Trust

THIS FIRST AMENDMENT dated as of the 4th day of September, 2013, to the Custody Agreement, dated as of September 9, 2009, (the “ Agreement”), is entered into by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK, N.A ., a national banking association (the “Custodian”).

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SCHEDULE A ENTREPRENEURSHARES SERIES TRUST AGREEMENT AND DECLARATION OF TRUST dated May 13, 2010 List of Series and Classes
Agreement and Declaration of Trust • October 7th, 2013 • EntrepreneurShares Series Trust
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FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 7th, 2013 • EntrepreneurShares Series Trust

THIS FIRST AMENDMENT dated as of the 4th day of September, 2013, to the Transfer Agent Servicing Agreement, dated as of September 9, 2010 (the “Agreement”), is entered into by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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Vigilant Distributors, LLC Chadds Ford, PA 19317 DEALER AGREEMENT
Dealer Agreement • October 28th, 2022 • EntrepreneurShares Series Trust • Pennsylvania

This Agreement is made and effective as of ___ day of ________, 2020 between Vigilant Distributors, LLC ("Vigilant"), a Pennsylvania limited liability company, and ________ ("Dealer"), a ______ corporation.

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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 7th, 2013 • EntrepreneurShares Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of September, 2010, by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 4th, 2010 • EntrepreneurShares Series Trust • New York

THIS AGREEMENT is made as of _______________, 2010, between EntrepreneurShares Series Trust (“Fund”), a Delaware statutory trust, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.

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ENTREPRENEURSHARES SERIES TRUST AGREEMENT AND DECLARATION OF TRUST dated May 13, 2010 List of Series and Classes
Agreement and Declaration of Trust • December 19th, 2018 • EntrepreneurShares Series Trust
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ETF Distribution Agreement
Etf Distribution Agreement • October 28th, 2021 • EntrepreneurShares Series Trust

THIS ETF DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Fund Services, LLC (the “Distributor”) and EntrepreneurShares Series Trust (“Fund Company”).

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operating expenses limitation agreement
Operating Expenses Limitation Agreement • October 27th, 2023 • EntrepreneurShares Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made with effect as of October 31, 2023, by and among EntrepreneurShares Series Trust, a Delaware statutory trust (the “Trust”), on behalf of the series identified on Schedule A hereto (the “Fund”) and Capital Impact Advisors, LLC, a Delaware limited liability company (the “Adviser”).

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ETF MASTER SERVICES AGREEMENT
Etf Master Services Agreement • October 28th, 2020 • EntrepreneurShares Series Trust • Ohio

This ETF Master Services Agreement (this “Agreement”), dated September 15, 2020, is between EntrepreneurShares Series TrustTM (the “Trust”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.

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SUB-ADVISORY AGREEMENT ENTREPRENEURSHARES GLOBAL FUND
Sub-Advisory Agreement • November 4th, 2010 • EntrepreneurShares Series Trust

THIS SUB-ADVISORY AGREEMENT, made this 13th day of May, 2010, by and among ENTREPRENEURSHARES SERIES TRUST, a Delaware Statutory Trust (the “Trust”), WESTON CAPITAL ADVISORS, LLC, a Delaware limited liability company (the “Adviser”), and ENTREPRENEURSHARES, LLC, a Delaware limited liability company (the “Portfolio Manager”).

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ENTREPRENEURSHARES SERIES TRUST AGREEMENT AND DECLARATION OF TRUST dated May 13, 2010 List of Series and Classes
Agreement and Declaration of Trust • June 26th, 2014 • EntrepreneurShares Series Trust
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DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • October 30th, 2019 • EntrepreneurShares Series Trust • Delaware

THIS AGREEMENT is made and entered into as of April 1, 2019, by and among Seaport Global Advisors, LLC (f/k/a Weston Capital Advisors, LLC), Capital Impact Advisors, LLC and EntrepreneurShares, LLC (collectively, the “Adviser”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 26th, 2014 • EntrepreneurShares Series Trust

THIS SECOND AMENDMENT dated as of June 25,2014, to the Transfer Agent Servicing Agreement, dated as of September 9, 2010, as amended September 4, 2013 (the “Agreement”), is entered into by and between ENTREPRENEURSHARES SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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