0000898432-10-001400 Sample Contracts

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent 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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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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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 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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 4th, 2010 • EntrepreneurShares Series Trust
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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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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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