RevenueShares ETF TRust 497 02-19-2008

497 1 revshare497021908.htm RevenueShares ETF TRust 497 02-19-2008

RevenueShares ETF Trust

Cusip NYSE
------------------------------- ------------- ----------
RevenueShares Large Cap Fund 761396100 RWL
RevenueShares Mid Cap Fund 761396209 RWK
RevenueShares Small Cap Fund 761396308 RWJ

Prospectus

February 19, 2008

RevenueShares ETF Trust (the "Trust") is a registered investment company
consisting of three separate series (each, a "Fund," and together, the "Funds").
Each Fund is an "exchange-traded fund," the shares ("Shares") of which are
listed on the NYSE Arca, Inc. ("NYSE Arca"), and trade at market prices. The
market price for a Fund's Shares may be different from its net asset value per
share ("NAV"). Each Fund has its own CUSIP number and exchange trading symbol.

Each Fund issues and redeems Shares at NAV only in large blocks, typically
consisting of 50,000 shares or more ("Creation Units"). These transactions are
usually in exchange for a basket of securities and an amount of cash. As a
practical matter, only institutions or large investors purchase or redeem
Creation Units. Except when aggregated in Creation Units, Shares of each Fund
are not redeemable securities of the Funds.

THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Not FDIC Insured. May lose value. No bank guarantee.

TABLE OF CONTENTS

Page

Overview.....................................................................3

Performance..................................................................8

Fees and Expenses............................................................8

Management of the Funds.....................................................10

Shareholder Information.....................................................14

Creations, Redemptions and Transaction Fees.................................16

Dividends, Distributions and Taxes..........................................18

Other Information...........................................................20

Additional Notices..........................................................21

Overview

This Prospectus provides the information you need to make an informed decision
about investing in the Funds. It contains important facts about the Trust as a
whole and each Fund.

Each Fund is an exchange-traded fund ("ETF"). Shares of each Fund are listed on
the NYSE Arca and are traded at market prices that may differ from their NAV.

VTL Associates, LLC ("VTL" or "Management") is the investment adviser to each
Fund. BNY Investment Advisors ("BNY Advisors") serves as sub-adviser to each
Fund.

Investment Objective

Each Fund's investment objective is to outperform the total return performance
of the Fund's corresponding benchmark Standard & Poor's(R)index (each an "S&P
index" or "S&P benchmark index"). For purposes of each Fund's investment
objective, "total return" refers to a combination of capital appreciation and
income. Each Fund's investment objective may be changed without shareholder
approval (although a Fund will provide advance notice to shareholders at least
60 days before any such change takes effect). There can be no guarantee that a
Fund will achieve its investment objective.

Principal Investment Strategies

Each Fund seeks to achieve its investment objective by attempting to replicate
the portfolio of its corresponding RevenueShares Index.

Each RevenueShares Index is constructed using a rules-driven methodology, which
re-weights the constituent securities of a benchmark S&P index according to the
revenue earned by the companies in that S&P index. The resulting RevenueShares
Index contains the same securities as the corresponding benchmark index, but in
different proportions.

Most traditional securities indexes and index funds determine the proportion, or
"weighting," of each constituent security based on each security's market
capitalization (that is, its stock price multiplied by the number of outstanding
shares). This means that the securities of companies with larger market
capitalizations will generally be more heavily weighted in the index. By
re-weighting traditional capitalization-weighted securities indexes according to
other criteria, it may be possible for a revenue-weighted index to outperform
the capitalization-weighted index over time. For more information regarding the
revenue-weighted methodology, see the section entitled "The RevenueShares
Indexes" in this Prospectus.

From time to time, a Fund will purchase or sell certain of its portfolio
securities to reflect changes to the constituent securities of the corresponding
RevenueShares Index. The Funds will also rebalance their portfolio securities
promptly following the annual rebalancing of the RevenueShares Indexes. The
Funds do not seek temporary defensive positions when equity markets decline or
appear to be overvalued. Outside of the annual rebalancing, each Fund's
portfolio (following its corresponding RevenueShares Index) typically will be
reconstituted only when: (1) a security in the related benchmark index is
altered due to corporate actions such as price adjustments or stock splits; or
(2) when Standard & Poor's(R)includes new securities in a benchmark index or
deletes securities from a benchmark index.

Each Fund's intention is to replicate the constituent securities of the
corresponding RevenueShares Index as closely as possible. However, the Funds
may, in VTL's discretion, remain invested in securities that were deleted from
the Fund's corresponding RevenueShares Index until VTL next rebalances the Fund
in connection with the annual rebalancing of the RevenueShares Indexes. Also,
when a replication strategy could have adverse consequences to Fund
shareholders, a Fund may utilize a "representative sampling" strategy whereby
the Fund would hold a significant number of the component securities of its
corresponding RevenueShares Index, but may not track that index with the same
degree of accuracy as would an investment vehicle replicating the entire index.
A representative sampling might be utilized when (1) practical difficulties or
substantial costs would be involved in compiling all of the securities in the
corresponding RevenueShares Index, (2) the constituent securities are too
numerous to efficiently purchase or sell, or (3) a component security becomes
temporarily unavailable or relatively illiquid.

RevenueShares Large Cap Fund

Exchange Trading Symbol: RWL
Cusip Number: 761396100

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P 500 by investing in the constituent securities of
the S&P 500 in the same proportions as the RevenueShares Large Cap Index.

The S&P 500 is a stock market index comprised of a representative sample of
common stocks of 500 leading companies in leading industries of the United
States economy selected by Standard & Poor's(R). As of December 31, 2007, the
largest market capitalization of a company in the S&P 500 was approximately
$511.89 billion, and the smallest market capitalization was approximately $710
million. The average market capitalization of companies in the S&P 500 on this
date was approximately $25.74 billion and the median market capitalization was
approximately $12.03 billion.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in the securities of large capitalization companies included in the S&P 500
Index and generally expects to be substantially invested at such times, with at
least 95% of its net assets invested in these securities. The Fund defines large
capitalization companies as companies that are included in the S&P 500 at the
time of purchase. The Fund will provide shareholders with at least 60 days'
notice prior to any change in this policy.

RevenueShares Mid Cap Fund

Exchange Trading Symbol: RWK
Cusip Number: 761396209

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P MidCap 400 by investing in the constituent
securities of the S&P MidCap 400 in the same proportions as the RevenueShares
Mid Cap Index.

The S&P MidCap 400 is a stock market index comprised of common stock of 400
mid-sized companies selected by Standard & Poor's(R). As of December 31, 2007,
the largest market capitalization of a company in the S&P MidCap 400 was
approximately $12.40 billion, and the smallest market capitalization was
approximately $260 million. The average market capitalization of companies in
the S&P MidCap 400 on this date was approximately $2.82 billion and the median
market capitalization was approximately $2.42 billion.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in the securities of mid capitalization companies included in the S&P MidCap 400
Index and generally expects to be substantially invested at such times, with at
least 95% of its net assets invested in these securities. The Fund defines mid
capitalization companies as companies that are included in the S&P MidCap 400 at
the time of purchase. The Fund will provide shareholders with at least 60 days'
notice prior to any change in this policy.

RevenueShares Small Cap Fund

Exchange Trading Symbol: RWJ
Cusip Number: 761396308

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P SmallCap 600 by investing in the constituent
securities of the S&P SmallCap 600 in the same proportions as the RevenueShares
Small Cap Index.

The S&P SmallCap 600 is a stock market index comprised of 600 common stocks of
small-cap companies selected by Standard & Poor's(R) based on inclusion criteria
to ensure that they are investable and financially viable. As of December 31,
2007, the largest market capitalization of a company in the S&P SmallCap 600 was
approximately $4.90 billion, and the smallest market capitalization was
approximately $60 million. The average market capitalization of companies in the
S&P SmallCap 600 on this date was approximately $880 million and the median
market capitalization was approximately $640 million.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in the securities of small capitalization companies included in the S&P SmallCap
600 Index and generally expects to be substantially invested at such times, with
at least 95% of its net assets invested in these securities. The Fund defines
small capitalization companies as companies that are included in the S&P
SmallCap 600 at the time of purchase. The Fund will provide shareholders with at
least 60 days' notice prior to any change in this policy.

Principal Risk Factors

Investing in any exchange traded fund, including the Funds, involves risk,
including the risk that you may lose part or all of the money you invest. Each
Fund is subject to the principal risks described below, unless indicated
otherwise. Some or all of these risks may adversely affect a Fund's NAV, trading
price, total return and/or a Fund's ability to meet its objectives.

Investment Approach Risk

The alternate weighting approach employed by the RevenueShares Indexes and the
Funds, while designed to enhance potential returns compared to the benchmark S&P
indexes, may not produce the desired results. Using revenues as a weighting
measure is no guarantee that a RevenueShares Index or a Fund will outperform its
corresponding S&P benchmark index. This approach may cause a RevenueShares Index
or a Fund to underperform its corresponding S&P benchmark index. Revenue
weighting may underperform, for example, when the market does not respond to
revenue reports, or where the market reacts disproportionately to disappointing
revenue reports as compared to positive revenue reports. Revenue weighting may
also underperform during a momentum market when the stock price of a narrow
group of companies moves rapidly above their stated revenues, as was common
during the 1998-1999 technology bubble, causing the RevenueShares Indexes to
allocate less to companies with rising market capitalizations. Performance of a
RevenueShares Index or a Fund is not expected to correlate with the performance
of its corresponding S&P benchmark index. Moreover, because the RevenueShares
Indexes are only rebalanced annually, a RevenueShares Index may not incorporate
market information about a constituent company's current revenues over the
course of the year.

Stock Market Risk

Stock market risk is the risk that broad movements in financial markets will
adversely affect the price of a Fund's investments, regardless of how well the
companies in which the Fund invests perform. The market as a whole may not favor
the types of investments a Fund makes. There is also a risk that the price of
one or more of the securities or other instruments in a Fund's portfolio will
fall. Many factors can adversely affect a security's performance, including both
general financial market conditions and factors related to a specific company,
industry or geographic region.

Market Trading Risks

There can be no assurance that an active trading market for Fund Shares will
develop or be maintained. Although it is expected that the Shares of the Funds
will be listed for trading on the NYSE Arca, it is possible that an active
trading market may not be maintained. This principal risk applies only to
investors who will buy and sell shares of the Funds in secondary market
transactions on the NYSE Arca through brokers and does not apply to investors
such as market makers, large investors and institutions who purchase and sell
Creation Units directly from and to a Fund.

Lack of Market Liquidity

Trading of Shares of a Fund on the NYSE Arca or another national securities
exchange may be halted if exchange officials deem such action appropriate, if a
Fund is delisted, or if the activation of marketwide "circuit breakers" halts
stock trading generally. If a Fund's Shares are delisted, the Fund may seek to
list its Shares on another market, merge with another ETF or traditional mutual
fund, or redeem its shares at NAV. Management believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities. This principal risk applies only
to investors who will buy and sell shares of the Funds in secondary market
transactions on the NYSE Arca through brokers and does not apply to investors
such as market makers, large investors and institutions who purchase and sell
Creation Units directly from and to a Fund.

Shares of the Funds May Trade at Prices Other Than NAV

It is expected that the shares of each Fund will be listed for trading on the
NYSE Arca and will be bought and sold in the secondary market at market prices.
Although it is expected that the market price of the Shares of each Fund will
approximate the respective Fund's NAV, there may be times when the market price
and the NAV vary significantly. Thus, you may pay more than NAV when you buy
Shares of a Fund in the secondary market, and you may receive less than NAV when
you sell those Shares in the secondary market.

The market price of Fund Shares during the trading day, like the price of any
exchange-traded security, includes a "bid/ask" spread charged by the exchange
specialist, market makers or other participants that trade the Fund Shares. In
times of severe market disruption, the bid/ask spread can increase
significantly. At those times, Fund Shares are most likely to trade at a
discount to NAV, and the discount is likely to be greatest when the price of
Shares is falling fastest, which is when you may most want to sell your Shares.
Management believes that, under normal market conditions, large market price
discounts or premiums to NAV will not be sustained because of arbitrage
opportunities.

Small and Medium Capitalization Stock Risk

The RevenueShares Mid Cap Fund and the RevenueShares Small Cap Fund are subject
to certain risks associated with investments in small and medium capitalization
companies. The securities of companies with small and medium capitalizations may
involve greater investment risks than securities of companies with large
capitalizations. Small and medium capitalization companies may have an unproven
or narrow technological base and limited product lines, distribution channels,
markets and financial resources. Securities of small and medium capitalization
companies may also pay no, or only small, dividends. Small and medium
capitalization companies also may be dependent on entrepreneurial management,
making the companies more susceptible to certain setbacks and reversals.
Securities of small and medium capitalization companies may also be more
sensitive to changes in the economy, such as changes in the level of interest
rates. As a result, the securities of small and medium capitalization companies
may be subject to more abrupt or erratic price movements than securities of
larger companies, may have limited marketability, and may be less liquid than
securities of companies with larger capitalizations. The RevenueShares Indexes
strive to mitigate this liquidity risk by using S&P indexes as benchmark
indexes. Though revenue weighting may, during momentum markets, result in
heavier allocation to less liquid securities within a corresponding S&P index,
investing in securities included in the benchmark S&P indexes helps mitigate the
overall liquidity risk because Standard & Poor's(R)uses liquidity as a primary
screening factor in selecting the constituent securities of its indexes.

Increased Volatility

The RevenueShares Mid Cap Fund and the RevenueShares Small Cap Fund are subject
to certain risks associated with increased volatility in the price of small and
medium capitalization companies. Increased volatility may result from increased
cash flows to these Funds and other ETFs in the market that continuously or
systematically buy large holdings of small capitalization companies, which can
drive prices up and down more dramatically. Additionally, the announcement that
a security has been added to a widely followed index or benchmark may cause the
price of that security to increase. Conversely, the announcement that a security
has been deleted from a widely followed index or benchmark may cause the price
of that security to decrease. To the extent that an index or benchmark's
methodology is rules-based and transparent, any price increase or decrease
generally would be expected to be smaller than the increase or decrease
resulting from a change to a non-transparent index or benchmark (because the
transparency of the index or benchmark likely would provide the market with more
notice of such change). Because it is impossible to predict when and how market
participants will react to announced changes in the constituent securities of
the Funds' corresponding RevenueShares Indexes, the Funds cannot predict when
and how these changes will impact the market price and NAV of a Fund.

Non-Correlation Risk

A Fund's return may not match the return of its corresponding RevenueShares
Index for a number of reasons. For example, each Fund incurs a number of
operating expenses not applicable to its corresponding RevenueShares Indexes,
and incurs costs in buying and selling securities, especially when rebalancing
the Fund's securities holdings to reflect changes in the composition of its
corresponding RevenueShares Index. A Fund may not be fully invested at times, in
which case holding cash balances may prevent it from replicating its
corresponding RevenueShares Index. If a Fund utilizes a representative sampling
approach, its return may not correlate as well with the return on its
corresponding RevenueShares Index, as would be the case if it purchased all of
the stocks in the corresponding RevenueShares Index with the same weightings as
the corresponding RevenueShares Index.

Performance

There is no performance information presented for the Funds, as the Funds had
not commenced investment operations as of the date of this Prospectus.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and
hold shares of the Funds. The fees are expressed as a percentage of the Fund's
average net assets. You may also incur customary brokerage charges when buying
or selling Fund shares.

---------------------------------------------------------------------------- ------------- -------------- ------------
Large Cap Mid Cap Fund Small Cap
Fund Fund
---------------------------------------------------------------------------- ------------- -------------- ------------
Shareholder Fees (fees paid directly from investments in Creation Units)(1)
----------------------------------------------------------------------------------------------------------------------
Creation Transaction Fees
---------------------------------------------------------------------------- ------------- -------------- ------------
Through NSCC $2,500 $2,000 $3,000
---------------------------------------------------------------------------- ------------- -------------- ------------
Outside NSCC and Custom Orders up to up to up to
$10,000 $8,000 $12,000
---------------------------------------------------------------------------- ------------- -------------- ------------
Redemption Transaction Fees
---------------------------------------------------------------------------- ------------- -------------- ------------
Through NSCC $2,500 $2,000 $3,000
---------------------------------------------------------------------------- ------------- -------------- ------------
Outside NSCC and Custom Orders up to up to up to
$10,000 $8,000 $12,000
----------------------------------------------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses deducted from Fund assets)
---------------------------------------------------------------------------- ------------- -------------- ------------
Management Fees 0.45% 0.50% 0.50%
---------------------------------------------------------------------------- ------------- -------------- ------------
Distribution and/or Service (12b-1) Fees (2) 0.00% 0.00% 0.00%
---------------------------------------------------------------------------- ------------- -------------- ------------
Other Expenses (3) 0.11% 0.11% 0.11%
---------------------------------------------------------------------------- ------------- -------------- ------------
Total Annual Fund Operating Expenses 0.56% 0.61% 0.61%
---------------------------------------------------------------------------- ------------- -------------- ------------
Less Management Fee Waiver/Expense Reimbursement (4) (0.07%) (0.07%) (0.07%)
---------------------------------------------------------------------------- ------------- -------------- ------------
Net Annual Fund Operating Expenses 0.49% 0.54% 0.54%
---------------------------------------------------------------------------- ------------- -------------- ------------

The following example is intended to help retail investors compare the cost of
investing in each Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they invest $10,000 in a Fund for the time periods indicated and then
redeemed all of the shares at the end of those periods. This example assumes
that a Fund provides a return of 5% a year and that operating expenses remain
the same. This example does not include the brokerage commission that retail
investors will pay to buy and sell shares of a Fund. It also does not include
the transaction fees on purchases and redemptions of Creation Units, because
these fees will not be imposed on retail investors. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:

----------------------------------------------------------------- --------------
1 Year 3 Years
----------------------------------------------------------------- --------------
RevenueShares Large Cap Fund $50 $165
----------------------------------------------------------------- --------------
RevenueShares Mid Cap Fund $55 $188
----------------------------------------------------------------- --------------
RevenueShares Small Cap Fund $55 $188
----------------------------------------------------------------- --------------

(1) These Shareholder Fees apply to purchases and redemptions of Creation Units
only. See "Creation Transaction Fees and Redemption Fees" below. These fees
would not apply to Shares that are purchased and sold on the NYSE Arca
exchange, although customary brokerage fees may apply.

(2) The Trust has adopted a Distribution and Service Plan pursuant to which
each Fund may be subject to an annual Rule 12b-1 fee of up to 0.25%. The
Trust's Board has not implemented this fee, however, and has no present
intention of doing so.

(3) "Other Expenses" are based on estimated amounts for the current fiscal
year.

(4) The Trust and VTL have entered into a written fee waiver and expense
reimbursement agreement pursuant to which VTL has agreed to waive a portion
of its fees and/or reimburse expenses to the extent necessary to keep each
Fund's expenses from exceeding the "Net Annual Fund Operating Expenses"
shown in the table above. This agreement will remain in effect and will be
contractually binding for at least one year from the date of this
Prospectus.

Creation Transaction Fees and Redemption Transaction Fees

The Funds issue and redeem Shares at NAV only in blocks of 50,000 Shares or
multiples thereof. As a practical matter, only institutions or large investors
purchase or redeem these Creation Units. A standard creation transaction fee of
$2,500 for the RevenueShares Large Cap Fund, $2,000 for the RevenueShares Mid
Cap Fund and $3,000 for the RevenueShares Small Cap Fund is charged to each
purchaser of Creation Units.(1) The fee is a single charge and will be the same
regardless of the number of Creation Units purchased by an investor on the same
day. The approximate value of a Creation Unit as of the date of the Prospectus
was $2,500,000. An investor who holds Creation Units and wishes to redeem at NAV
would also pay a standard redemption transaction fee of $2,500 for the
RevenueShares Large Cap Fund, $2,000 for the RevenueShares Mid Cap Fund and
$3,000 for the RevenueShares Small Cap Fund on the date of such redemption(s),
regardless of the number of Creation Units redeemed that day. Investors who hold
Creation Units will also pay the annual fund operating expenses described in the
table above. Assuming an investment in a Creation Unit of $2,500,000 and a 5%
return each year, and assuming a Fund's operating expenses remain the same, the
total costs if the Creation Unit is redeemed after one year would be $17,526
for the RevenueShares Large Cap Fund, $17,526 for the RevenueShares Mid Cap Fund
and $19,801 for the RevenueShares Small Cap Fund. The total costs if the
Creation Unit is redeemed after three years would be $48,103 for the
RevenueShares Large Cap Fund, $51,075 for the RevenueShares Mid Cap Fund and
$53,075 for the RevenueShares Small Cap Fund. If a Creation Unit is purchased or
redeemed outside the usual process through the National Securities Clearing
Corporation ("NSCC") or for cash, a variable fee will be charged of up to four
times the standard creation or redemption transaction fee.(2) The creation fee,
redemption fee and variable fee are not expenses of the Funds and do not impact
a Fund's expense ratio. Also, investors who are not Authorized Participants, as
that term is defined in "Creations, Redemptions and Transaction Fees," may incur
additional costs by purchasing Creation Units through an Authorized Participant
or having a broker make such a purchase on their behalf.3

(1) See the "Creations, Redemptions and Transaction Fees" section of this
Prospectus.

(2) The purpose of the transaction fee is to protect the existing shareholders
of the Funds from the dilutive costs associated with the purchase and
redemption of Creation Units. Each Fund recoups the settlement costs
charged by NSCC and The Depository Trust Company ("DTC") by imposing a
transaction fee on investors purchasing or redeeming Creation Units. For
this reason, investors purchasing or redeeming through the DTC process
generally will pay a higher transaction fee than will investors doing so
through the NSCC process. The transaction fee also may recoup other
expenses incurred in the transfer of securities to a Fund in connection
with a purchase of Creation Units, as well as the transfer by a Fund of
portfolio securities in connection with a redemption of Creation Units,
with such expenses possibly including custody fees, brokerage costs, and
stamp taxes.

(3) See the "Creation and Redemption of Creation Unit Aggregations" section of
the Trust's Statement of Additional Information (the "SAI").

Management of the Funds

The Investment Adviser and Sub-Adviser

VTL, located at One Commerce Square, 2005 Market Street, Suite 2020,
Philadelphia, Pennsylvania 19103, serves as the investment adviser to each Fund.
As investment adviser, VTL has overall responsibility for the general management
and administration of the Trust and provides an investment program for each
Fund. VTL also supervises the sub-adviser's day-to-day management of the Funds.

BNY Advisors, located at 1633 Broadway, 13th Floor, New York, New York 10019,
serves as the sub-adviser for each Fund. BNY Advisors is compensated for its
services from the management fees paid to VTL by the Trust. BNY Advisors is
responsible for the day-to-day trading, rebalancing and cash management of each
Fund's assets.

VTL will receive fees from each Fund, at an annual rate based on a percentage of
the Fund's average daily net assets, as shown in the following table:

-------------------------------------------------------------------------------
Name of Fund Management Fee
-------------------------------------------------------------------------------
RevenueShares Large Cap Fund 0.45%
-------------------------------------------------------------------------------
RevenueShares Mid Cap Fund 0.50%
-------------------------------------------------------------------------------
RevenueShares Small Cap Fund 0.50%
-------------------------------------------------------------------------------

VTL has agreed to reduce fees and/or reimburse expenses to the extent necessary
to prevent the annual operating expenses of each Fund (excluding interest
expense, brokerage commissions and other trading expenses, taxes, and
extraordinary expenses) from exceeding 0.49% of average daily net assets for the
RevenueShares Large Cap Fund and 0.54% for the RevenueShares Mid Cap Fund and
RevenueShares Small Cap Fund. VTL, from its own resources, including profits
from advisory fees received from the Funds, also may make payments to
broker-dealers and other financial institutions in connection with the
distribution of the Funds' Shares.

Each Fund is responsible for all of its expenses, including: the investment
advisory fees (except for sub-advisory fees, which are paid by VTL as described
above); costs of transfer agency, custody, fund administration, legal, audit and
other services; interest, taxes, brokerage commissions and other expenses
connected with executions of portfolio transactions; distribution fees or
expenses; and extraordinary expenses (including merger-related expenses, if
any).

VTL makes certain "revenue sharing" payments out of its own profits in order to
support the distribution of the Funds' Shares. Currently, VTL has entered into
such arrangements with Foreside Fund Services, LLC ("Foreside" or, the
"Distributor"), the Funds' distributor, and with Pacer Financial Inc., the
Funds' wholesaler. Neither of these entities sell Fund Shares directly to the
retail public through the NYSE Arca.

The basis for the Board of Trustees' approval of the investment advisory
agreement and sub-advisory agreement will be available in the Fund's initial
report to shareholders.

The Portfolio Managers

Vincent T. Lowry serves as a portfolio manager for each Fund and has ultimate
responsibility for the investment management of each Fund. Mr. Lowry is
responsible for the overall supervision of the investment management program of
each Fund. This includes: supervising the consistency of portfolio security
weighting allocations as compared to each Fund's corresponding RevenueShares
Index; making determinations with respect to alternative cash management
vehicles and securities lending collateral investments; and monitoring corporate
developments in constituent securities to ensure that reconstitutions are done
according to the predetermined process described below in "The RevenueShares
Indexes." Mr. Lowry is the Chief Executive Officer of VTL and has been with VTL
since founding it in 2004. Prior to that, Mr. Lowry was an investment consultant
with a major financial institution for more than eighteen years.

Certain members of BNY Advisors Index Fund Management Division also serve as
portfolio managers for the Funds pursuant to a sub-advisory agreement with the
Fund ( the "Sub-Advisory Agreement"). BNY Advisors is a separate identifiable
division of The Bank of New York, a New York bank, with its principal offices
located at 1633 Broadway, 13th Floor, New York, New York 10019. The Bank of New
York is a subsidiary of The Bank of New York Mellon Corporation

Investment decisions for each of the Fund are made by a team of portfolio
managers. The head of the quantitative equity portfolio management team who is
responsible for the day-to-day management of the Fund's portfolio is Denise
Krisko.

Ms. Krisko is a managing director of The Bank of New York where she has been
employed since 2005. Prior to joining The Bank of New York, Ms. Krisko held
various senior investment positions with Deutsche Asset Management and Northern
Trust and was a senior quantitative equity portfolio manager and trader for The
Vanguard Group. Ms. Krisko attained the Chartered Financial Analyst ("CFA")
designation. She graduated with a BS from Pennsylvania State University, and
obtained an MBA from Villanova University.

The Trust's SAI provides additional information about each Portfolio Manager's
compensation, other accounts managed by each Portfolio Manager, and each
Portfolio Manager's ownership of shares in the Funds.

The RevenueShares Indexes

Each RevenueShares Index is constructed using an alternative revenue-weighted
approach that contains most, if not all, of the same securities as the
corresponding S&P benchmark index, but in different proportions. Each Fund is
licensed, free of charge, to use its corresponding RevenueShares Index. Standard
& Poor's(R)serves as the index provider and is responsible for compiling,
sponsoring and maintaining each RevenueShares Index.

Most traditional securities indexes determine the proportion or "weighting" of
each constituent security based on each security's market capitalization, which
results in securities of companies with larger market capitalizations being more
heavily weighted in the index. Traditional capitalization-weighted securities
indexes calculate a stock's weighting in the index as price multiplied by
outstanding float (outstanding exchange-listed shares of the company). By
re-weighting traditional capitalization-weighted securities indexes according to
other criteria, it may be possible for the revenue-weighted index to outperform
the capitalization-weighted index over time. The RevenueShares methodology
weights each constituent member of the RevenueShares Index using each
constituent security's 1-year trailing revenue as of the 3rd quarter ending
September 30 as the numerator, and the cumulative revenues of all companies in
the RevenueShares Index as the denominator. Accelerating revenues will only lead
to higher weightings when a constituent company's revenue represents a greater
percentage of the total revenues of all companies in the index.

The securities in each RevenueShares Index are re-weighted annually by Standard
& Poor's(R)in December, using a rules-based methodology. Outside of the annual
rebalancing, the RevenueShares Indexes will be reconstituted by Standard &
Poor's(R)only when: (1) a security in the related benchmark S&P index is altered
due to corporate actions; or (2) when Standard & Poor's(R)includes new
securities in its index or deletes securities from its index. These
reconstitutions may be as frequently as daily. Typical examples of corporate
actions include those associated with price adjustments. When these corporate
actions take place, prices are adjusted at the opening of trading by the
applicable stock exchange. For example, when a company declares a dividend, the
price of the stock opens on the ex-dividend date at a price below the prior
day's close to reflect the payment of the dividend to record shareholders, which
affects capitalization. For each such price adjustment, the proportion of a
stock's representation in the RevenueShares Index will be adjusted to return the
stock to its pre-adjusted weightings. Dividends of constituent securities will
be deemed to have been reinvested pro rata by company weighting in the
applicable RevenueShares Index. Similarly, rights offerings will be deemed to
have been sold for cash and reinvested pro rata by company weighting in the
applicable RevenueShares Index.

Another example of a corporate action is a stock split. A stock split reflects
an increase in a company's outstanding shares, but will not affect the company's
weighting in a RevenueShares Index. For example, in a 2:1 stock split, the
number of shares of that particular stock in the RevenueShares Index will be
multiplied by 2 and price will be divided by 2.

When Standard & Poor's(R)removes a company from its index, the common
denominator in the corresponding RevenueShares Index will not change until the
next rebalancing. In order to avoid a complete re-weighting of the RevenueShares
Indexes between annual rebalancings, the rules-based methodology weights
companies that are added to a RevenueShares Index at the same weighting as the
company being removed from the RevenueShares Index. In the event that two
companies are added to the underlying S&P index and only one company is removed,
the two companies being added to the RevenueShares Index would have a combined
pro rata weighting equal to that of the company that is being removed. In the
event a company is added to an S&P index and no companies are removed, Standard
& Poor's(R)will not add the new company to the corresponding RevenueShares Index
until the annual rebalancing.

Each RevenueShares Index will be transparent. The Trust's website,
www.revenuesharesetfs.com, is publicly accessible and free of charge to all
investors. The website describes the basic concept of each RevenueShares Index
and discloses its proprietary rules-based methodology. All components,
weightings, additions and deletions from the Indexes will be publicly available
promptly following the corresponding announcement by Standard & Poor's(R)prior
to any changes being made. Each business day, the website publishes, free of
charge (or provides a link to another website that publishes free of charge),
the component securities of each RevenueShares Index and their respective
weightings as of the close of the prior business day. Each business day, the
website also publishes, free of charge (or provides a link to another website
that will publish free of charge), the securities in each Fund's portfolio and
their respective weightings, and each Fund's per share NAV, last-traded price
and midpoint of the bid/ask spread as of the NAV calculation time, all as of the
prior business day.

Each trading day, the value of each RevenueShares Index will be updated
intra-day on a real time basis as individual component securities change in
price. These intra-day values will be disseminated every 13 seconds throughout
the trading day by organizations authorized by Standard & Poor's(R). Once each
trading day, these organizations will disseminate values for each RevenueShares
Index, based on closing prices in the relevant exchange market. VTL will publish
these disseminated index values on its website (or provide a link to another
website that publishes the index values free of charge).

In the unlikely event that an underlying RevenueShares Index is discontinued or
otherwise becomes permanently unavailable, a Fund may consider substituting a
different index or taking such other action as the Board of Trustees deems
advisable.

Portfolio Holdings Information

Information about each Fund's portfolio holdings is available at
www.revenuesharesetfs.com. A summarized description of the Funds' policies and
procedures with respect to the disclosure of each Fund's portfolio holdings is
available in the Trust's SAI.

Administrator, Custodian and Transfer Agent

The Bank of New York ("BNY"), an affiliate of BNY Advisors, One Wall Street, New
York, New York 10286, is the administrator, custodian and transfer agent for
each Fund.

Under the Fund Administration and Accounting Agreement with the Trust, BNY
provides necessary administrative, tax, accounting services, and financial
reporting for the maintenance and operations of the Trust and each Fund. In
addition, BNY makes available the office space, equipment, personnel and
facilities required to provide such services.

Under the Custody Agreement with the Trust, BNY maintains in separate accounts
cash, securities and other assets of the Trust and each Fund, keeps the accounts
and records related to these services, and provides other services. BNY is
required, upon the order of the Trust, to deliver securities held by BNY and to
make payments for securities purchased by the Trust for each Fund.

Pursuant to a Transfer Agency and Service Agreement with the Trust, BNY acts as
transfer agent for each Fund's authorized and issued shares of beneficial
interest, and as dividend disbursing agent of the Trust.

As compensation for the foregoing services, BNY receives certain out of pocket
costs, transaction fees and asset-based fees which are accrued daily and paid
monthly by the Trust from the Trust's custody account with BNY.

The Funds participate in a securities lending program under which the Funds'
custodian is authorized to lend Fund portfolio securities to qualified
institutional investors that post appropriate collateral. The Funds' custodian
receives a portion of the interest earned on any reinvested collateral as an
offset for the costs of the program. The Funds have entered into an expense
offset arrangement with BNY to use the remaining income from the program to
offset a portion of the custodian, administration and transfer agency fees
charged to the Funds by BNY and its affiliates.

Distributor

Foreside is the principal underwriter and distributor of each Fund's Shares. The
Distributor will not distribute Shares in less than whole Creation Units, and it
does not maintain a secondary market in the Shares. The Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended,
and a member of the Financial Industry Regulatory Authority, Inc.

Shareholder Information

Additional shareholder information is available free of charge by calling toll
free: 1-877-738-8870, or visiting the Funds' website at
www.revenuesharesetfs.com.

Buying and Selling Shares

The Shares will be issued or redeemed by a Fund at NAV per share only in
Creation Unit size. Investors may acquire shares directly from each Fund, and
shareholders may tender their shares for redemption directly to each Fund, only
in Creation Units of 50,000 Shares. See "Creations, Redemptions and Transaction
Fees" below.

Shares of the Funds will also be listed for trading in the secondary market on
the NYSE Arca, and most investors will buy and sell shares of the Funds in
secondary market transactions on the NYSE Arca through brokers. Purchases and
sales of Fund Shares in quantities smaller than Creation Unit sites may only be
traded on NYSE Arca and may not be directly purchased from, or redeemed by, a
Fund. Fund shares can be bought and sold on the NYSE Arca throughout the trading
day like other publicly traded shares. There is no minimum investment.

Share prices are reported in dollars and cents per Share. Although Fund shares
are generally purchased and sold in "round lots" of 100 shares, brokerage firms
typically permit investors to purchase or sell Shares in smaller "oddlots," at
no per-share price differential. When buying or selling shares through a broker
in a secondary market NYSE Arca transaction, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offered price in the secondary market on each leg of a round trip
(purchase and sale) transaction.

Book Entry

Shares are held in book-entry form, which means that no stock certificates are
issued. DTC serves as the securities depository for all Shares, and DTC or its
nominee is the record owner of all outstanding Shares of the Funds. Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. Participants in DTC include securities brokers and dealers, banks,
trust companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
Shares, you are not entitled to receive physical delivery of stock certificates
or to have Shares registered in your name, and you are not considered a record
owner of Shares. Therefore, to exercise any right as an owner of Shares, you
must rely upon the procedures of DTC and its participants. These procedures are
the same as those that apply to any other stocks that you hold in book entry or
"street name" form.

Fund Share Trading Prices

The trading prices of Shares of each Fund on the NYSE Arca may differ from the
Fund's daily NAV and can be affected by market forces of supply and demand,
economic conditions and other factors.

The NYSE Arca intends to disseminate the "approximate value" of Shares of each
Fund every 15 seconds. The "approximate value" that is calculated by the NYSE
Arca will be based on the value of assets in the portfolio minus a budgeted
liability amount and divided by the number of outstanding Shares. This
"approximate value" is not related to the price that Shares are trading on the
NYSE Arca and is different from the NAV. The "approximate value" should not be
viewed as a "real-time" update of the NAV per Share of the Fund, because the
"approximate value" may not be calculated in the same manner as the NAV, which
is computed once a day, generally at the end of the business day. None of the
Funds are involved in, or responsible for, the calculation or dissemination of
the "approximate value" and the Funds do not make any warranty as to its
accuracy.

Frequent Purchases and Redemptions of Fund Shares

The Funds impose no restrictions on the frequency of purchases and redemptions.
In determining not to approve a written, established policy, the Board of
Trustees evaluated the risks of market timing activities by the Funds'
shareholders. The Board considered that, unlike traditional mutual funds, each
Fund issues and redeems its Shares at NAV per Share for a basket of securities
intended to mirror the Fund's portfolio, plus a small amount of cash, and the
Fund's Shares may be purchased and sold on the NYSE Arca at prevailing market
prices. Given this structure, the Board determined that (a) it is unlikely that
market timing would be attempted by the Funds' shareholders and (b) it is likely
that any attempts to market time a Fund by shareholders would result in no
negative impact to the Fund or its shareholders.

Creations, Redemptions and Transaction Fees

Creation Units

Investors such as market makers, large investors and institutions who wish to
deal in Creation Units directly with a Fund must enter into an authorized
participant agreement with the principal underwriter and the transfer agent, or
purchase through a dealer that has entered into such an agreement. Set forth
below is a brief description of the procedures applicable to the purchase and
redemption of Creation Units. For more detailed information, see "Creation and
Redemption of Creation Unit Aggregations" in the SAI.

Purchase

Each day, prior to the opening of trading, the Fund will designate through the
National Securities Clearing Corporation ("NSCC"), the names and number of
shares of each security to be included in that day's basket of equity securities
constituting a substantial replication, or a representation, of the stocks
included in the relevant Fund's corresponding benchmark index ("Deposit
Securities"). In order to purchase Creation Units of a Fund, an investor must
generally deposit a designated portfolio of Deposit Securities and generally
make a small cash payment referred to as the "Cash Component." The Cash
Component represents the difference between the net asset value of a Creation
Unit and the market value of the deposit securities.

Orders must be placed in proper form by or through an "Authorized Participant"
that is either (i) a "Participating Party" i.e., a broker-dealer or other
participant in the Clearing Process of the Continuous Net Settlement System of
the NSCC (the "Clearing Process") or (ii) a participant of DTC ("DTC
Participant") that has entered into an agreement with the principal underwriter
and the transfer agent with respect to purchases and redemptions of Creation
Units. Orders are placed in "proper form" when the orders comply with the order
processing procedures identified in the Authorized Participant Agreement for
creation or redemption of Shares of the Funds. All orders must be placed for one
or more whole Creation Units of Shares of a Fund and must be received by the
principal underwriter in proper form no later than the close of regular trading
on the NYSE Arca (ordinarily 4:00 p.m., New York City Time) ("Closing Time") in
order to receive that day's closing NAV per share. In the case of custom orders,
as further described in the SAI, the order must be received by the principal
underwriter no later than 3:00 p.m., New York City Time. A "custom order" may be
placed by an Authorized Participant in the event that the Trust permits or
requires the substitution of an amount of cash to be added to the Cash Component
to replace any deposit security; for example, when a security may not be
available in sufficient quantity for delivery or when a security may not be
eligible for trading by such Authorized Participant or the investor for which it
is acting. See "Creation and Redemption of Creation Unit Aggregations" in the
SAI.

A fixed creation transaction fee of $2,500 for the RevenueShares Large Cap Fund,
$2,000 for the RevenueShares Mid Cap Fund and $3,000 for the RevenueShares Small
Cap Fund (the "Creation Transaction Fee") is applicable to each transaction
regardless of the number of Creation Units purchased in the transaction. An
additional charge of up to four times the Creation Transaction Fee may be
imposed with respect to custom order transactions effected outside of the
Clearing Process (through a DTC Participant) or to the extent that cash is used
in lieu of securities to purchase Creation Units through a custom order. See
also "Creation and Redemption of Creation Unit Aggregations" in the SAI. The
price for each Creation Unit will equal the daily NAV per Share times the number
of Shares in a Creation Unit plus the fees described above and, if applicable,
any transfer taxes.

Shares of a Fund may be issued in advance of receipt of all Deposit Securities
subject to various conditions, including a requirement to maintain on deposit
with the Fund cash at least equal to 105% of the market value of the missing
Deposit Securities. See "Creation and Redemption of Creation Unit Aggregations"
in the SAI.

Legal Restrictions on Transactions in Certain Stocks

An investor subject to a legal restriction with respect to a particular stock
required to be deposited in connection with the purchase of a Creation Unit may,
at the Fund's discretion, be permitted to deposit an equivalent amount of cash
in substitution for any stock that would otherwise be included in the Deposit
Securities applicable to the purchase of a Creation Unit. Such legal
restrictions would include, but would not be limited to, restrictions due to
affiliated relationships, investment guidelines governing institutional
investors or where the investor is an investment banking firm or broker-dealer
restricted from holding shares of a company whose securities it recently
underwrote. These transactions would be considered custom orders since they
involve the substitution of cash in lieu of securities, and purchasers may be
subject to a transaction fee of up to four times the standard Creation
Transaction Fee. See "Creation Transaction Fees and Redemption Transaction Fees"
in this Prospectus. For more details, see also "Creation and Redemption of
Creation Unit Aggregations" in the SAI.

Redemption

Each Fund's custodian makes available immediately prior to the opening of
business of the NYSE Arca each day, through the facilities of the NSCC, the list
of the names and the numbers of shares of a Fund's portfolio securities that
will be applicable that day to redemption requests in proper form ("Fund
Securities"). Fund Securities received on redemption may not be identical to
Deposit Securities that are applicable to purchases of Creation Units. Unless
cash redemptions are available or specified for a particular Fund, the
redemption proceeds consist of the Fund Securities, plus cash in an amount equal
to the difference between the net asset value of Shares being redeemed as next
determined after receipt by the transfer agent of a redemption request in proper
form, and the value of the Fund Securities (the "Cash Redemption Amount"), less
the applicable redemption fee and, if applicable, any transfer taxes. Should the
Fund Securities have a value greater than the NAV of Shares being redeemed, the
redeeming shareholder will be required to arrange for a compensating cash
payment to the Trust equal to the differential, plus the applicable redemption
fee and, if applicable, any transfer taxes. For more details, see "Creation and
Redemption of Creation Unit Aggregations" in the SAI.

An order to redeem Creation Units of a Fund may only be effected by or through
an Authorized Participant. An order to redeem must be placed for one or more
whole Creation Units and must be received by the transfer agent in proper form
no later than the Closing Time in order to receive that day's closing net asset
value per Share. In the case of custom orders, as further described in the SAI,
the order must be received by the transfer agent no later than 3:00 p.m. New
York City Time.

A fixed redemption transaction fee of $2,500 for the RevenueShares Large Cap
Fund, $2,000 for the RevenueShares Mid Cap Fund and $3,000 for the RevenueShares
Small Cap Fund (the "Redemption Transaction Fee") is applicable to each
redemption transaction regardless of the number of Creation Units redeemed in
the transaction. An additional charge of up to four times the Redemption
Transaction Fee may be charged to approximate additional expenses incurred by
the Trust with respect to redemptions effected outside of the Clearing Process
or to the extent that redemptions are for cash. Each Fund reserves the right to
effect redemptions in cash. A shareholder may request a cash redemption in lieu
of securities; however, each Fund may, in its discretion, reject any such
request. See "Creation and Redemption of Creation Unit Aggregations" in the SAI.

Dividends, Distributions and Taxes

As with any investment, you should consider how your investment in Shares will
be taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.

Unless your investment in Shares is made through a tax-exempt entity or
tax-deferred retirement account, such as an IRA plan, you need to be aware of
the possible tax consequences when:

o Your Fund makes distributions,

o You sell your Shares listed on the NYSE Arca, and

o You purchase or redeem Creation Units.

Dividends & Distributions

Dividends and Distributions. Each Fund intends to elect and qualify to be
treated as a regulated investment company under the Internal Revenue Code. As a
regulated investment company, a Fund generally pays no federal income tax on the
income and gains it distributes to you. Each Fund expects to declare and pay
quarterly dividends to shareholders of all of its net investment income, if any.
Each Fund will also declare and pay net realized capital gains, if any, at least
annually. Each Fund may also pay a special distribution at the end of the
calendar year to comply with federal tax requirements. The amount of any
distribution will vary, and there is no guarantee a Fund will pay either an
income dividend or a capital gains distribution. Distributions in cash may be
reinvested automatically in additional whole Shares only if the broker through
whom you purchased Shares makes such option available.

Annual Statements. Every January, you will receive a statement that shows the
tax status of distributions you received the previous calendar year.
Distributions declared in December to shareholders of record in such month, but
paid in January, are taxable as if they were paid in December. The Funds may
reclassify income after your tax reporting statement is mailed to you. Prior to
issuing your statement, each Fund makes every effort to search for reclassified
income to reduce the number of corrected forms mailed to shareholders. However,
when necessary, a Fund will send you a corrected Form 1099-DIV to reflect
reclassified information.

Avoid "Buying A Dividend." If you invest in a Fund shortly before the
ex-dividend date of a taxable distribution, the distribution will lower the
value of the Fund's Shares by the amount of the distribution and, in effect, you
will receive some of your investment back in the form of a taxable distribution.

Taxes

Tax Considerations. In general, if you are a taxable investor, Fund
distributions are taxable to you at either ordinary income or capital gains tax
rates. This is true whether you reinvest your distributions in additional Fund
Shares or receive them in cash. For federal income tax purposes, Fund
distributions of short-term capital gains are taxable to you as ordinary income.
Fund distributions of long-term capital gains, if any, in excess of net
short-term capital losses are taxable to you as long-term capital gains no
matter how long you have owned your Shares. A portion of income dividends paid
by a Fund may be designated as qualified dividend income eligible for taxation
at the reduced tax rates applicable to long-term capital gains, provided that
certain holding period and other requirements are met by the Fund and the
shareholder.

Taxes on Exchange-Listed Share Sales. A sale or exchange of Fund Shares is a
taxable event. Currently, any capital gain or loss realized upon a sale of
Shares is generally treated as long-term capital gain or loss if the Shares have
been held for more than one year and as short-term capital gain or loss if the
Shares have been held for one year or less. The ability to deduct capital losses
may be limited.

Back-Up Withholding. By law, if you do not provide a Fund with your proper
taxpayer identification number and certain required certifications, you may be
subject to backup withholding on any distributions of income, capital gains or
proceeds from the sale of your Shares. The Fund also must withhold if the IRS
instructs it to do so. When withholding is required, the amount will be 28% of
any distributions or proceeds paid.

State and Local Taxes. Fund distributions and gains from the sale or exchange of
your Fund Shares generally are subject to state and local taxes.

Taxes on Purchase and Redemption of Creation Units. An Authorized Participant
who exchanges equity securities for Creation Units generally will recognize a
gain or a loss. The gain or loss will be equal to the difference between the
market value of the Creation Units at the time of purchase and the exchanger's
aggregate basis in the securities surrendered and the Cash Component paid. A
person who exchanges Creation Units for equity securities will generally
recognize a gain or loss equal to the difference between the exchanger's basis
in the Creation Units and the aggregate market value of the securities received
and the Cash Redemption Amount. The Internal Revenue Service, however, may
assert that a loss realized upon an exchange of securities for Creation Units
cannot be deducted currently under the rules governing "wash sales," or on the
basis that there has been no significant change in economic position. Persons
exchanging securities should consult their own tax advisor with respect to
whether wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon
redemption of Creation Units is generally treated as long-term capital gain or
loss if the Shares have been held for more than one year and as a short-term
capital gain or loss if the Shares have been held for one year or less.

Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding at a
30% or lower treaty rate and to U.S. estate tax, and are subject to special U.S.
tax certification requirements.

This discussion of "Dividends, Distributions and Taxes" is not intended or
written to be used as tax advice. Because everyone's tax situation is unique,
you should consult your tax professional about federal, state, local or foreign
tax consequences before making an investment in a Fund.

Other Information

Distribution Plan

The Distributor serves as the distributor of Creation Units for each Fund on an
agency basis. The Distributor does not maintain a secondary market in Fund
Shares.

The Board of Trustees of the Trust has adopted a Distribution and Service Plan
(the "Plan") pursuant to Rule 12b-1 under the 1940 Act. In accordance with its
Rule 12b-1 plan, each Fund is authorized to pay an amount up to 0.25% of its
average daily net assets each year to finance any activity primarily intended to
result in the sale of Creation Units of each Fund or the provision of investor
services, including but not limited to: (i) marketing and promotional services,
including advertising; (ii) facilitating communications with beneficial owners
of shares of the Funds; (iii) wholesaling services; and (iv) such other services
and obligations as may be set forth in the Distribution Agreement with the
Distributor, or a dealer agreement with a broker-dealer.

No 12b-1 fees are currently paid by the Funds, and there are no plans to impose
these fees. However, in the event 12b-1 fees are charged in the future, because
these fees are paid out of each Fund's assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.

Net Asset Value

BNY calculates each Fund's NAV at the close of regular trading (ordinarily 4:00
p.m. New York City Time) every day the New York Stock Exchange is open. NAV is
calculated by deducting all of a Fund's liabilities from the total value of its
assets and dividing the result by the number of Shares outstanding, rounding to
the nearest cent. All valuations are subject to review by the Trust's Board of
Trustees or its delegate.

In determining NAV, expenses are accrued and applied daily and securities and
other assets for which market quotations are available are valued at market
value. Common stocks and other equity securities are valued at the last sales
price that day or, in the case of the NASDAQ, at the NASDAQ official closing
price. When price quotes are not readily available, securities will be valued at
fair value.

Investments that may be valued at fair value include, among others, an unlisted
security where the issuer has announced significant corporate actions or events,
a restricted security, a security whose trading has been suspended from trading
on its primary trading exchange, a security that is thinly traded, a security in
default or bankruptcy proceedings for which there is no current market
quotation, or a security affected by a significant event, such as acts of
terrorism, natural disasters, government action, armed conflict or significant
market fluctuations. Fair value pricing involves subjective judgments and it is
possible that the fair value determined for a security will be materially
different than the value that could be realized upon the sale of that security.

Premium/Discount Information

The Funds anticipate that there is likely to be differences between the daily
market price on secondary markets for Shares and the Funds' NAV. NAV is the
price per share at which a Fund issues and redeems Shares, and is calculated as
described in the previous section. The "Market Price" of a Fund generally is
determined using the midpoint between the highest bid and the lowest offer on
the NYSE Arca on which a Fund is listed for trading, as of the time the Fund's
NAV is calculated. A Fund's Market Price may be at, above or below its NAV. The
NAV of a Fund will fluctuate with changes in the market value of its portfolio
holdings. The Market Price of a Fund will fluctuate in accordance with changes
in its NAV, as well as market supply and demand.

Premiums or discounts are the differences (generally expressed as a percentage)
between the NAV and Market Price of a Fund on a given day, generally at the time
NAV is calculated. A premium is the amount that a Fund's Market Price is trading
above the reported NAV, expressed as a percentage of the NAV. A discount is the
amount that a Fund's Market Price is trading below the reported NAV, expressed
as a percentage of the NAV.

Additional Notices

Other Investment Companies

For purposes of the 1940 Act, each Fund is treated as a registered investment
company and the acquisition of Shares by other investment companies is subject
to the restrictions of Section 12(d)(1) of the 1940 Act. Registered investment
companies are permitted to invest in Shares of each Fund beyond the limits set
forth in Section 12(d)(1) subject to certain terms and conditions set forth in
an SEC exemptive order issued to the Trust (the "Order"), including that such
registered investment companies enter into an agreement with the Trust.

Continuous Offering

The method by which Creation Units of Fund Shares are created and traded may
raise certain issues under applicable federal securities laws. Because new
shares may be created and issued on an ongoing basis, at any point during the
life of a Fund, a "distribution," as that term is used in the Securities Act of
1933, as amended (the "Securities Act"), may be occurring. Any individuals
considered to be statutory underwriters with regard to a distribution are
subject to prospectus delivery and liability provisions of the Securities Act.
Therefore, broker-dealers and other persons are cautioned that some activities
on their part, depending on the circumstances, may result in their being deemed
participants in a distribution in a manner that could render such broker-dealers
or other persons statutory underwriters and subject them to the prospectus
delivery and liability provisions of the Securities Act. Any determination of
whether a person is an underwriter must take into account all the relevant facts
and circumstances of each particular case.

Broker-dealer firms should also note that dealers who are not "underwriters" but
are participating in a distribution (as contrasted to ordinary secondary market
transactions) are generally required to deliver a prospectus. This is because
the current prospectus delivery exemption in the Securities Act does not apply
to these transactions. However, subject to the terms and conditions of the
Order, the Trust has received an exemption from the prospectus delivery
obligation in ordinary secondary market transactions, on the condition that
purchasers are provided with a product description of the Shares. This exemption
only exempts dealers from the prospectus delivery requirement with respect to
ordinary secondary market transactions on the NYSE Arca and does not exempt
dealers from the prospectus delivery requirement where a dealer's activities
would render the dealer a statutory underwriter. Certain other requirements must
also be satisfied with regard to delivery of prospectuses to exchange members in
transactions on a national securities exchange. For more information, see
"Exchange Listing and Trading/Continuous Offering" in the SAI.

Counsel and Independent Registered Public Accounting Firm

Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia,
Pennsylvania, serves as legal counsel to the Trust.

Ernst & Young LLP, Two Commerce Square, Suite 4000, 2001 Market Street,
Philadelphia, PA 19103-7096, serves as independent registered public accounting
firm of the Trust. Ernst & Young LLP audits the Funds' financial statements and
performs other related audit services.

If you want more information about the Funds, the following documents are
available free upon request:

Annual/Semi-Annual Reports

Additional information about each Fund's investments will be available in the
Fund's annual and semi-annual reports to shareholders. As of the date of this
prospectus, annual and semi-annual reports are not yet available because the
Funds have not commenced operations.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Funds and is incorporated
by reference into this prospectus (i.e., it is legally considered a part of this
prospectus).

You may obtain free copies of the Funds' annual and semi-annual reports and the
SAI by contacting the Funds directly at 1-877-738-8870. The SAI and shareholder
reports will also be available on the Funds' website, www.revenuesharesetfs.com.

You may review and copy information about the Funds, including shareholder
reports and the SAI, at the Public Reference Room of the Securities and Exchange
Commission in Washington, D.C. You may obtain information about the operations
of the SEC's Public Reference Room by calling the SEC at 1-202-551-8090. You may
get copies of reports and other information about the Funds:

o For a fee, by electronic request at publicinfo@sec.gov or by writing
the SEC's Public Reference Section, Washington, D.C. 20549-0102; or

o Free from the EDGAR Database on the SEC's Internet website at:
http://www.sec.gov.

RevenueShares Large Cap Fund
RevenueShares Mid Cap Fund
RevenueShares Small Cap Fund

Prospectus
February 19, 2008

RevenueShares ETF Trust
Investment Company Act File No. 811-21993

RevenueShares ETF Trust

Statement of Additional Information

February 19, 2008

RevenueShares ETF Trust (the "Trust") is an open-end management investment
company that currently offers shares in three separate and distinct series,
representing separate portfolios of investments (each individually referred to
as a "Fund," and collectively referred to as the "Funds"). Each Fund has its own
investment objective. The three Funds are:

RevenueShares Large Cap Fund
RevenueShares Mid Cap Fund
RevenueShares Small Cap Fund

VTL Associates, LLC ("VTL" or "Management") serves as the investment adviser to
each Fund. BNY Investment Advisors ("BNY Advisors") serves as the sub-adviser to
each Fund.

This Statement of Additional Information ("SAI") is not a prospectus and should
be read only in conjunction with the Funds' current Prospectus, dated February
19, 2008. A copy of the Prospectus may be obtained by calling the Trust directly
at 1-877-738-8870. The Prospectus contains more complete information about the
Funds. You should read it carefully before investing.

TABLE OF CONTENTS

Page

GENERAL INFORMATION ABOUT THE TRUST.......................................................3

EXCHANGE LISTING AND TRADING..............................................................3

INVESTMENT STRATEGIES.....................................................................4

INVESTMENT RESTRICTIONS...................................................................6

MANAGEMENT OF THE TRUST...................................................................8

INVESTMENT ADVISORY, PRINCIPAL UNDERWRITING AND OTHER SERVICE ARRANGEMENTS...............12

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS.........................................16

CAPITAL STOCK AND OTHER SECURITIES.......................................................18

CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS....................................20

TAXES....................................................................................30

DETERMINATION OF NET ASSET VALUE.........................................................36

DIVIDENDS AND DISTRIBUTIONS..............................................................36

FINANCIAL STATEMENTS.....................................................................37

APPENDIX A..............................................................................A-1

GENERAL INFORMATION ABOUT THE TRUST

The Trust is a Delaware statutory trust organized on December 15, 2006. The
Trust is a diversified, open-end management investment company, registered under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
currently offers shares ("Shares") of three separate diversified series,
representing separate portfolios of investments: RevenueShares Large Cap Fund,
RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund.

The Funds offer and issue Shares at net asset value ("NAV") only in aggregations
of a specified number of Shares (each a "Creation Unit" or a "Creation Unit
Aggregation"), generally in exchange for (1) a portfolio of equity securities
constituting a substantial replication, or representation, of the stocks
included in the relevant Fund's corresponding benchmark index ("Deposit
Securities") and (2) a small cash payment referred to as the "Cash Component."

The Funds' Shares have been approved for listing on the NYSE Arca, Inc. ("NYSE
Arca") subject to notice of issuance. Fund Shares will trade on the NYSE Arca at
market prices that may be below, at or above NAV. Shares are redeemable only in
Creation Unit Aggregations and, generally, in exchange for portfolio securities
and a specified cash payment. Creation Units are aggregations of 50,000 Shares
or more. In the event of the liquidation of a Fund, the Trust may lower the
number of Shares in a Creation Unit.

The Trust reserves the right to offer a "cash" option for creations and
redemptions of Fund Shares, although it has no current intention of doing so.
Fund Shares may be issued in advance of receipt of Deposit Securities subject to
various conditions, including a requirement to maintain on deposit with the
Trust cash at least equal to 105% of the market value of the missing Deposit
Securities. See the "Creation and Redemption of Creation Unit Aggregations"
section of this SAI. In each instance of such full cash creations or
redemptions, the transaction fees imposed will be four times the transaction
fees associated with in-kind creations or redemptions. In all cases, such fees
will be limited in accordance with the requirements of the U.S. Securities and
Exchange Commission (the "SEC") applicable to management investment companies
offering redeemable securities.

EXCHANGE LISTING AND TRADING

There can be no assurance that the requirements of the NYSE Arca necessary to
maintain the listing of Shares of each Fund will continue to be met. The NYSE
Arca may, but is not required to, remove the Shares of a Fund from listing if
(i) following the initial 12-month period beginning upon the commencement of
trading of a Fund, there are fewer than 50 beneficial holders of the shares for
30 or more consecutive trading days, (ii) the value of the underlying index on
which a Fund is based is no longer calculated or available, (iii) the
"approximate value" of a Fund, as described in "Fund Share Trading Prices" of
the Prospectus, is no longer calculated or available, or (iv) any other event
shall occur or condition shall exist that, in the opinion of the NYSE Arca,
makes further dealings on the NYSE Arca inadvisable. The NYSE Arca will remove
the Shares of a Fund from listing and trading upon termination of such Fund.

As in the case of other stocks traded on the NYSE Arca, brokers' commissions on
transactions will be based on negotiated commission rates at customary levels.
Negotiated commission rates only apply to investors who will buy and sell shares
of the Funds in secondary market transactions through brokers on the NYSE Arca
and does not apply to investors such as market makers, large investors and
institutions who wish to deal in Creation Units directly with a Fund.

The Trust reserves the right to adjust the price levels of the Shares in the
future to help maintain convenient trading ranges for investors. Any adjustments
would be accomplished through stock splits or reverse stock splits, which would
have no effect on the net assets of each Fund.

Continuous Offering

Broker-dealers and other persons are cautioned that some activities on their
part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner that could render them statutory
underwriters and subject to these requirements. For more detailed information
see "Continuous Offering" in the Prospectus. Firms that incur a prospectus
delivery obligation with respect to Shares are reminded that, under Securities
Act Rule 153, a prospectus delivery obligation under Section 5(b)(2) of the
Securities Act owed to an exchange member in connection with a sale on the NYSE
Arca is satisfied by the fact that the prospectus is available at the NYSE Arca
upon request. The prospectus delivery mechanism provided in Rule 153 is only
available with respect to transactions on an exchange.

INVESTMENT STRATEGIES

In addition to the fundamental investment restrictions described below under
"Investment Restrictions," and the principal investment policies described in
the Funds' Prospectus, each Fund is subject to the following investment
strategies, which are considered non-fundamental and may be changed by the Board
of Trustees without shareholder approval. Not every Fund will invest in all of
the types of securities and financial instruments that are listed.

Cash and Short-Term Investments

A Fund may invest a portion of its assets, for cash management purposes, in
short-term debt securities (including repurchase agreements) of corporations,
the U.S. government and its agencies and instrumentalities, and banks and
finance companies.

A Fund may invest a portion of its assets in shares issued by money market
mutual funds for cash management purposes. A Fund also may invest in collective
investment vehicles that are managed by an unaffiliated investment manager
pending investment of the Fund's assets in portfolio securities.

Loans of Portfolio Securities

A Fund may lend its portfolio securities to qualified broker-dealers and
financial institutions pursuant to agreements, provided: (1) the loan is secured
continuously by collateral marked-to-market daily and maintained in an amount at
least equal to the current market value of the securities loaned; (2) the Fund
may call the loan at any time and receive the securities loaned; (3) the Fund
will receive any interest or dividends paid on the loaned securities; and (4)
the aggregate market value of securities loaned will not at any time exceed 33
1/3% of the total assets of the Fund. Collateral will consist of U.S. and
non-U.S. securities, cash equivalents or irrevocable letters of credit. As with
other extensions of credit, there are risks of delay in recovery or even loss of
rights in collateral in the event of default or insolvency of a borrower of a
Fund's portfolio securities. There is also a risk that a Fund may not be able to
recall securities while they are on loan in time to vote proxies related to
those securities.

The Funds participate in a securities lending program under which the Funds'
custodian is authorized to lend Fund portfolio securities to qualified
institutional investors that post appropriate collateral. The Funds' custodian
receives a portion of the interest earned on any reinvested collateral as an
offset for the costs of the program. The Funds may use the remaining income from
the program to offset other fees charged by the Funds' custodian and its
affiliates, including administration and transfer agency fees.

Borrowing

Pursuant to Section 18(f)(1) of the 1940 Act, a Fund may not issue any class of
senior security or sell any senior security of which it is the issuer, except
that a Fund shall be permitted to borrow from any bank so long as immediately
after such borrowings, there is an asset coverage of at least 300% and that in
the event such asset coverage falls below this percentage, the Fund shall reduce
the amount of its borrowings, within 3 days, to an extent that the asset
coverage shall be at least 300%.

Illiquid Securities

A Fund may not invest more than 15% of its net assets in securities which it
cannot sell or dispose of in the ordinary course of business within seven days
at approximately the value at which the Fund has valued the investment.

Repurchase Agreements

When a Fund enters into a repurchase agreement, it purchases securities from a
bank or broker-dealer, which simultaneously agrees to repurchase the securities
at a mutually agreed upon time and price, thereby determining the yield during
the term of the agreement. As a result, a repurchase agreement provides a fixed
rate of return insulated from market fluctuations during the term of the
agreement. The term of a repurchase agreement generally is short, possibly
overnight or for a few days, although it may extend over a number of months (up
to one year) from the date of delivery. Repurchase agreements are considered
under the 1940 Act to be collateralized loans by a Fund to the seller secured by
the securities transferred to the Fund. Repurchase agreements will be fully
collateralized and the collateral will be marked-to-market daily. A Fund may not
enter into a repurchase agreement having more than seven days remaining to
maturity if, as a result, such agreement, together with any other illiquid
securities held by the Fund, would exceed 15% of the value of the net assets of
the Fund.

Futures

Each Fund may enter into futures contracts. When a Fund purchases a futures
contract, it agrees to purchase a specified underlying instrument at a specified
future date. When a Fund sells a futures contract, it agrees to sell the
underlying instrument at a future date. The price at which the purchase and sale
will take place is fixed when the Fund enters into the contract. Futures can be
held until their delivery dates, or can be closed out before then if a liquid
secondary market is available.

When a Fund enters into a futures transaction, it must deliver to the futures
commission merchant selected by the Fund an amount referred to as the "initial
margin." This amount is maintained either with the futures commission merchant
or in a segregated account at the Funds' custodian bank. Thereafter, a
"variation margin" may be paid by the Fund to, or drawn by the Fund from, such
account in accordance with controls set for such accounts, depending upon
changes in the price of the underlying securities subject to the futures
contract. A Fund also may effect futures transactions through futures commission
merchants that are affiliated with VTL, BNY Advisors or the Fund in accordance
with procedures adopted by the Board. While futures contracts provide for the
delivery of securities, deliveries usually do not occur. Contracts are generally
terminated by entering into offsetting transactions.

Investment Company Securities

Securities of other investment companies may be acquired by a Fund to the extent
that such purchases are consistent with the Fund's investment objective and
restrictions and are permitted under the 1940 Act. The 1940 Act requires that,
as determined immediately after a purchase is made, (i) not more than 5% of the
value of a Fund's total assets will be invested in the securities of any one
investment company, (ii) not more than 10% of the value of a Fund's total assets
will be invested in securities of investment companies as a group and (iii) not
more than 3% of the outstanding voting stock of any one investment company will
be owned by a Fund. Certain exceptions to these limitations may apply, and the
Funds may also rely on any future applicable SEC rules or orders that provide
exceptions to these limitations. As a shareholder of another investment company,
a Fund would bear, along with other shareholders, the Fund's pro rata portion of
the other investment company's expenses, including advisory fees. These expenses
would be in addition to the expenses that a Fund would bear in connection with
its own operations.

Segregated Assets

When engaging in (or purchasing) options, futures or other derivative
transactions, a Fund will cause its custodian to earmark on the custodian's
books cash, U.S. government securities or other liquid portfolio securities,
which shall be unencumbered and marked-to-market daily. (Any such assets and
securities designated by the custodian on its records are referred to in this
SAI as "Segregated Assets.") Such Segregated Assets shall be maintained in
accordance with pertinent positions of the SEC.

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental policies and may not
be changed as to a Fund without the approval of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund. Except with respect
to borrowing, and unless otherwise indicated, all percentage limitations listed
below apply to a Fund only at the time of the transaction. Accordingly, if a
percentage restriction is adhered to at the time of investment, a later increase
or decrease in the percentage that results from a relative change in values or
from a change in a Fund's total assets will not be considered a violation. Each
Fund may not:

(i) Borrow money, except to the extent permitted by the 1940 Act, or any
rules, exemptions or interpretations thereunder that may be adopted,
granted or issued by the SEC.

(ii) Act as an underwriter, except to the extent the Fund may be deemed to
be an underwriter when disposing of securities it owns or when selling
its own shares.

(iii) Make loans if, as a result, more than 33?% of its total assets would
be lent to other persons, including other investment companies to the
extent permitted by the 1940 Act or any rules, exemptions or
interpretations thereunder which may be adopted, granted or issued by
the SEC. This limitation does not apply to (i) the lending of
portfolio securities, (ii) the purchase of debt securities, other debt
instruments, loan participations and/or engaging in direct corporate
loans in accordance with its investment goals and policies, and (iii)
repurchase agreements to the extent the entry into a repurchase
agreement is deemed to be a loan.

(iv) Purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments and provided that this restriction
does not prevent the Fund from (i) purchasing or selling securities or
instruments secured by real estate or interests therein, securities or
instruments representing interests in real estate or securities or
instruments of issuers that invest, deal or otherwise engage in
transactions in real estate or interests therein and (ii) making,
purchasing or selling real estate mortgage loans.

(v) Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments and provided that this
restriction does not prevent the Fund from (i) engaging in
transactions involving currencies and futures contracts and options
thereon, or (ii) investing in securities or other instruments that are
secured by physical commodities.

(vi) Issue senior securities, except to the extent permitted by the 1940
Act or any rules, exemptions or interpretations thereunder that may be
adopted, granted or issued by the SEC.

(vii) Invest 25% or more of the Fund's net assets in securities of issuers
in any one industry or group of industries (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies), except
that a Fund may invest 25% or more of its net assets in securities of
issuers in the same industry to approximately the same extent that the
Fund's corresponding index concentrates in the securities of a
particular industry or group of industries. Accordingly, if the Fund's
corresponding index stops concentrating in the securities of a
particular industry or group of industries, the Fund will also
discontinue concentrating in such securities.

MANAGEMENT OF THE TRUST

The Trust is a Delaware statutory trust. Under Delaware law, the Board has
overall responsibility for managing the business and affairs of the Trust. The
Trustees elect the officers of the Trust, who are responsible for administering
the day-to-day operations of the Funds.

The Trustees and officers of the Trust, along with their principal occupations
over the past five years and their affiliations, if any, with VTL, are listed
below. The address of each Trustee and officer of the Trust is One Commerce
Square, 2005 Market Street, Suite 2020, Philadelphia, Pennsylvania 19103.

Independent Trustees
Number of
Term of Portfolios
Office(1) in Fund
Position(s) and Length Complex(2) Other
Held with of Time Principal Occupation(s) Overseen by Directorships
Name and Age Trust Served During Past 5 Years Trustee Held by Trustee
-------------------------------------------------------------------------------------------------------------------------------
Vincent DiStefano Trustee Since 2006 Orthopaedic Surgeon 3 None
(69) since 1970.
-------------------------------------------------------------------------------------------------------------------------------
Lawrence A. Goldberg Trustee Since 2006 Attorney since 1972. 3 None
(67)
-------------------------------------------------------------------------------------------------------------------------------
James C. McAuliffe Trustee Since 2006 Retired. Police Officer 3 None
(56) from 1971 to 2004.
-------------------------------------------------------------------------------------------------------------------------------
Christian W. Myers, III Trustee Since 2006 Firefighter from 1976 to 3 None
(56) present.
-------------------------------------------------------------------------------------------------------------------------------
John J. Kolodziej Trustee Since 2007 Director of Finance, St. 3 None
(51) Francis Medical Center,
from 2002 to present.
-------------------------------------------------------------------------------------------------------------------------------

Interested Trustee

Number of
Term of Portfolios
Office(1) in Fund
Position(s) and Length Complex(2) Other
Held with of Time Principal Occupation(s) Overseen by Directorships
Name and Age Trust Served During Past 5 Years Trustee Held by Trustee
-------------------------------------------------------------------------------------------------------------------------------
Vincent T. Lowry(3) Chairman and Since 2006 Chief Executive Officer, 3 None
(56) Trustee; VTL, from 2004 to
President present; Managing
Director, Smith Barney,
Inc. from 1984 to 2004.
-------------------------------------------------------------------------------------------------------------------------------

(1) Each Trustee holds office for an indefinite term.
(2) The "Fund Complex" consists of the Trust, which consists of three Funds.
(3) Mr. Lowry is considered to be an "interested person" of the Trust as
defined in the 1940 Act, due to his relationship with VTL, the Funds'
investment adviser.

Officers

The officers of the Trust not named above are:

Term of
Office(1)
Position(s) and Length
Name and Held with of Time
Age the Trust Served Principal Occupation(s) During Past 5 Years
-------------------------------------------------------------------------------------------------------------------------------
Christopher C. Lanza(2) Treasurer Since 2007 Director, ETF Services, Foreside Fund Services, LLC,
(47) 2007 to present; Vice President, Citigroup, from 2004 to
2007; Director, CMB Global Solutions, from 2000 to 2004.
-------------------------------------------------------------------------------------------------------------------------------
David M. Whitaker(2) Chief Since 2007 Counsel, Foreside Financial Group, LLC, from 2007 to
(36) Compliance present; Managing Member, Beacon Fund Services
Officer (consulting), from 2007 to present; Vice President,
Citigroup Fund Services, from 2004 to 2007; Assistant
Counsel, PFPC, Inc., from 2000 to 2004.
-------------------------------------------------------------------------------------------------------------------------------
Jennifer Folgia Secretary Since 2006 Operations Manager, VTL, from 2004 to present; Sales
(34) Assistant, Smith Barney, Inc., from 1994 to 2004.
-------------------------------------------------------------------------------------------------------------------------------

(1) Officers of the Trust are elected by the Trustees and serve at the pleasure
of the Board.
(2) Mr. Lanza and Mr. Whitaker are affiliated persons of Foreside Financial
Group, LLC, the principal underwriter to the Funds.

Share Ownership

As of December 31, 2007, the Independent Trustees did not own any securities
issued by VTL, Foreside Financial Group, LLC ("Foreside" or the "Distributor"),
BNY Advisors, or any company controlling, controlled by, or under common control
with VTL, the Distributor or BNY Advisors. As of December 31, 2007, none of the
Trust's Trustees or officers owned outstanding Shares of any of the Funds.

Trustees' Compensation

Pension or Total
Annual Retirement Compensation
Aggregate Benefits Accrued From the Trust and
Compensation As Part of Fund Fund Complex
Name From the Trust* Expenses* Paid to Trustees*
-------------------------------------------------------------------------------------------------------------------------------
Independent Trustees
-------------------------------------------------------------------------------------------------------------------------------
Vincent DiStefano, Trustee $5,000 None $5,000
-------------------------------------------------------------------------------------------------------------------------------
Lawrence A. Goldberg, Trustee $5,000 None $5,000
-------------------------------------------------------------------------------------------------------------------------------
James C. McAuliffe, Trustee $5,000 None $5,000
-------------------------------------------------------------------------------------------------------------------------------
Christian W. Myers, III, Trustee $5,000 None $5,000
-------------------------------------------------------------------------------------------------------------------------------
John J. Kolodziej $5,000 None $5,000
-------------------------------------------------------------------------------------------------------------------------------
Interested Trustee
-------------------------------------------------------------------------------------------------------------------------------
Vincent T. Lowry, Chairman and Trustee None None None
-------------------------------------------------------------------------------------------------------------------------------

* These figures represent estimates for the Trust's current fiscal year,
which will end on June 30, 2008.

No officer of the Trust who is also an officer or employee of VTL receives any
compensation from the Trust for services to the Trust. The Trust pays each
Trustee who is not affiliated with VTL $1,000 for each meeting in-person meeting
attended and $250 for each special telephonic meeting attended. The Trust also
reimburses each Trustee and officer for out-of-pocket expenses incurred in
connection with travel to and attendance at Board meetings.

Board Committees

Audit Committee. The Audit Committee is composed of all of the Independent
Trustees. John J. Kolodziej is the Chairman of the Audit Committee. The Audit
Committee has the responsibility, among other things, to: (i) select, oversee
and set the compensation of the Trust's independent registered public accounting
firm; (ii) oversee the Trust's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal controls of
certain service providers; (iii) oversee the quality and objectivity of each
Fund's financial statements and the independent audit(s) thereof; and (iv) act
as a liaison between the Trust's independent registered public accounting firm
and the full Board. The Audit Committee met once during the period ended
December 31, 2007.

Nominating Committee. The Nominating Committee is composed of all of the
Independent Trustees. James C. McAuliffe is the Chairman of the Nominating
Committee. The Nominating Committee has the responsibility, among other things,
to: (i) make recommendations and consider shareholder recommendations for
nominations for Board members; and (ii) periodically review independent Board
member compensation. The Nominating Committee met once during the period ended
December 31, 2007.

While the Nominating Committee is solely responsible for the selection and
nomination of Trustee candidates, the Nominating Committee may consider nominees
recommended by Fund shareholders. The Nominating Committee will consider
recommendations for nominees from shareholders sent to the Secretary of the
Trust, c/o VTL Associates, LLC, One Commerce Square, 2005 Market Street, Suite
2020, Philadelphia, Pennsylvania 19103. A nomination submission must include all
information relating to the recommended nominee that is required to be disclosed
in solicitations or proxy statements for the election of Trustees, as well as
information sufficient to evaluate the individual's qualifications. Nomination
submissions must be accompanied by a written consent of the individual to stand
for election if nominated by the Board and to serve if elected by the
shareholders, and such additional information must be provided regarding the
recommended nominee as reasonably requested by the Nominating Committee.

Control Persons and Principal Holders of Securities

Any person who owns beneficially, either directly or through one or more
controlled companies, more than 25% of the voting securities of the Trust is
presumed to control the Trust under the provisions of the 1940 Act. Note that a
controlling person possesses the ability to control the outcome of matters
submitted for shareholder vote of the Trust. As of February 12, 2008, each of
the following persons owned 100% of the Shares of a Fund and owned more than 25%
of the outstanding Shares of the Trust. Accordingly, these persons may be deemed
controlling shareholders of the Trust until additional shareholders purchase
Shares.

RevenueShares Large Cap Fund

Vincent T. Lowry
One Commerce Square
2005 Market Street
Suite 2020
Philadelphia, Pennsylvania 19103 100%

RevenueShares Mid Cap Fund

Vincent T. Lowry
One Commerce Square
2005 Market Street
Suite 2020
Philadelphia, Pennsylvania 19103 100%

RevenueShares Small Cap Fund

BGM Advisors Corp.
Suite 200
120 South Warner Rd.
King of Prussia, PA 19406 100%

INVESTMENT ADVISORY, PRINCIPAL UNDERWRITING
AND OTHER SERVICE ARRANGEMENTS

Investment Adviser

VTL, a Pennsylvania limited liability company located at One Commerce Square,
2005 Market Street, Suite 2020, Philadelphia, Pennsylvania 19103, serves as the
investment adviser to the Funds. Vincent T. Lowry is the majority owner,
Chairman and Managing Member of VTL. VTL is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act") with the SEC.

VTL provides investment advisory services to each Fund pursuant to the
Investment Advisory Agreement dated October 12, 2007, between the Trust and VTL
(the "Advisory Agreement"). Pursuant to the Advisory Agreement, the Trust
employs VTL generally to manage the investment and reinvestment of the assets of
the Funds. Pursuant to the Advisory Agreement, each Fund pays VTL a fee for
managing the Fund's investments that are calculated as a percentage of the
Fund's assets under management. The table below provides the total advisory fee
payable by each Fund:

Fund Advisory Fee

RevenueShares Large Cap Fund 0.45%
RevenueShares Mid Cap Fund 0.50%
RevenueShares Small Cap Fund 0.50%

Sub-Adviser

BNY Advisors, located at 1633 Broadway, 13th Floor, New York, New York 10019,
serves as the sub-adviser for each Fund. BNY Advisors is responsible for
facilitating the appropriate trading, rebalancing the portfolios and providing
cash management services to the Funds. VTL pays BNY Advisors for providing
sub-advisory services for each Fund at an annual rate of 0.08% of the Fund's
average daily net assets up to $75 million, 0.06% on the next %50 million and
0.03% on the excess.

Portfolio Managers

Compensation of Portfolio Managers and Other Accounts Managed.

For his services as a portfolio manager of the Funds and other accounts, Mr.
Lowry receives an annual salary from VTL. Set forth below is information
regarding the other accounts for which Mr. Lowry has day-to-day portfolio
management responsibilities, as of December 31, 2007. In addition to the Funds,
Mr. Lowry manages:

-------------------------------------- --------------------------------------- ---------------------------------------
Other Accounts Total Accounts Accounts with Performance Fees
-------------------------------------- ---------------------------------------- --------------------------------------
Number Assets Number Assets
-------------------------------------- ------------------ --------------------- ----------------- --------------------
Registered Investment Companies 0 $ 0 0 $ 0
-------------------------------------- ------------------ --------------------- ----------------- --------------------
Other Pooled Investment Vehicles 0 $ 0 0 $ 0
-------------------------------------- ------------------ --------------------- ----------------- --------------------
Other Accounts 13 $ 993.4 million 5 $ 492.6 million
-------------------------------------- ------------------ --------------------- ----------------- --------------------

BNY Advisors portfolio managers responsible for managing mutual funds are
generally eligible for compensation consisting of base salary, bonus, and
payments under the BNY Advisor's long-term incentive compensation program. All
compensation is paid by BNY Advisors and not by the mutual funds. The same
methodology described below is used to determine portfolio manager compensation
with respect to the management of mutual funds and other accounts.

Mutual fund portfolio managers are also eligible for the standard retirement
benefits and health and welfare benefits available to all employees. Certain
portfolio managers may be eligible for additional retirement benefits under
several supplemental retirement plans to restore dollar-for-dollar the benefits
of management employees that had been cut back solely as a result of certain
limits due to the tax laws. These plans are structured to provide the same
retirement benefits as the standard retirement benefits. In addition, mutual
fund portfolio managers whose compensation exceeds certain limits may elect to
defer a portion of their salary and/or bonus under The Bank of New York Mellon
Corporation deferred compensation plan.

A portfolio manager's base salary is determined by the manager's experience and
performance in the role, taking into account the ongoing compensation benchmark
analyses. A portfolio manager's base salary is generally a fixed amount that may
change as a result of an annual review, upon assumption of new duties, or when a
market adjustment of the position occurs.

A portfolio manager's bonus is determined by a number of factors. One factor is
performance of the mutual fund gross of fees relative to expectations for how
the mutual fund should have performed, given its objectives, policies,
strategies and limitations, and the market environment during the measurement
period. Additional factors include the overall financial performance of the
company, the performance of all accounts (relative to expectations) for which
the portfolio manager has responsibility, the portfolio manager's contributions
to the investment management functions within the sub-asset class, contributions
to the development of other investment professionals and supporting staff, and
overall contributions to strategic planning and decisions for the investment
management group. The target bonus is expressed as a percentage of base salary.
The actual bonus paid may be more or less than the target bonus, based on how
well the portfolio manager satisfies the objectives stated above. The bonus is
paid on an annual basis.

Under the long-term incentive compensation program, certain portfolio managers
are eligible to receive a payment from the company's long-term incentive
compensation plan based on their years of service, job level and, if applicable,
management responsibilities. Each year, a portion of the firm's profits is
allocated to the long-term incentive compensation award. The annual awards are
paid after three years.

In addition to the Funds, Ms. Krisko manages:

-------------------------------------- ------------------------------------- ------------------------------------
Other Accounts Total Accounts Accounts with Performance Fees
-------------------------------------- ------------------------------------- ------------------------------------
Number Assets Number Assets
-------------------------------------- ------------------------------------- -------------------------------------
Registered Investment Companies 87 $ 7.10 billion 0 $0
-------------------------------------- ------------------ ------------------ ---------------- -------------------
Other Pooled Investment Vehicles 16 $ 6.10 billion 0 $0
-------------------------------------- ------------------ ------------------ ---------------- ------------------
Other Accounts 42 $ 10.10 billion 0 $0
-------------------------------------- ------------------ ------------------ ----------------- ------------------

Description of Material Conflicts of Interest. Because the portfolio managers
manage multiple portfolios for multiple clients, the potential for conflicts of
interest exists. Each portfolio manager generally manages portfolios having
substantially the same investment style as the Funds. However, the portfolios
managed by a portfolio manager may not have portfolio compositions identical to
those of the Funds managed by the portfolio manager due, for example, to
specific investment limitations or guidelines present in some portfolios or
accounts, but not others. The portfolio managers may purchase securities for one
portfolio and not another portfolio, and the performance of securities purchased
for one portfolio may vary from the performance of securities purchased for
other portfolios. A portfolio manager may place transactions on behalf of other
accounts that are directly or indirectly contrary to investment decisions made
on behalf of the Funds, or make investment decisions that are similar to those
made for the Funds, both of which have the potential to adversely impact the
Funds depending on market conditions. For example, a portfolio manager may
purchase a security in one portfolio while appropriately selling that same
security in another portfolio. In addition, some of these portfolios have fee
structures that are or have the potential to be higher than the advisory fees
paid by the Funds, which can cause potential conflicts in the allocation of
investment opportunities between the Funds and the other accounts. However, the
compensation structure for portfolio managers does not provide any incentive to
favor one account over another because that part of a manager's bonus based on
performance is not based on the performance of one account to the exclusion of
others. There are many other factors considered in determining the portfolio
manager's bonus and there is no formula that is applied to weight the factors
listed (see "Compensation of Portfolio Managers and Other Accounts Managed"). In
addition, current trading practices do not allow BNY Advisors to intentionally
favor one portfolio over another as trades are executed as trade orders are
received. Portfolio's rebalancing dates also generally vary between fund
families. Program trades created from the portfolio rebalance are executed at
market on close.

Portfolio Managers' Ownership of Shares of the Funds. As of December 31, 2007,
none of the portfolio managers owned Shares of the Funds.

Administrator and Fund Accountant

The Bank of New York ("BNY") serves as Administrator and Fund Accountant for the
Funds. Its principal address is One Wall Street, New York, New York 10286. Under
the Fund Administration and Accounting Agreement with the Trust, BNY provides
necessary administrative, tax, accounting services and financial reporting for
the maintenance and operations of the Trust and each Fund. In addition, BNY
makes available the office space, equipment, personnel and facilities required
to provide such services. As compensation for the foregoing services, BNY
receives certain out of pocket costs, transaction fees and asset based fees,
which are accrued daily and paid monthly by the Trust. As of the date of this
SAI, the Funds have not paid any administration fees.

Custodian and Transfer Agent

BNY also serves as custodian for the Funds pursuant to a Custody Agreement.
Under the Custody Agreement with the Trust, BNY maintains in separate accounts
cash, securities and other assets of the Trust and each Fund, keeps the accounts
and records related to these services, and provides other services. BNY is
required, upon the order of the Trust, to deliver securities held by BNY and to
make payments for securities purchased by the Trust for each Fund. As
compensation for the foregoing services, BNY receives certain out of pocket
costs, transaction fees and asset based fees, which are accrued daily and paid
monthly by the Trust. As of the date of this SAI, the Funds have not paid any
custody fees.

Pursuant to a Transfer Agency and Services Agreement with the Trust, BNY acts as
transfer agent for each Fund's authorized and issued Shares, and as dividend
disbursing agent of the Trust. As compensation for the foregoing services, BNY
receives certain out of pocket costs, transaction fees and asset based fees,
which are accrued daily and paid monthly by the Trust. As of the date of this
SAI, the Funds have not paid any transfer agency fees.

Distributor

The Distributor, located at Two Portland Square, Portland, Maine 04101, is the
principal underwriter of the Funds' Shares and distributes Fund Shares pursuant
to a Distribution Agreement. Shares are continuously offered for sale by each
Fund through the Distributor only in Creation Unit Aggregations, as described in
the Prospectus and below under the heading "Creation and Redemption of Creation
Unit Aggregations." The Distributor has no obligation to sell any specific
quantity of Fund Shares. The Distributor, its affiliates and officers have no
role in determining the investment policies or which securities are to be
purchased or sold by the Trust or the Funds.

Financial Intermediary Wholesaler

Pacer Financial Inc. ("Pacer"), located at 16 Industrial Boulevard, Suite 201,
Paoli, PA 19301, serves as a third-party wholesaler to the Funds. Pursuant to a
contractual revenue-sharing arrangement with VTL, Pacer is primarily responsible
for promoting the sale of Shares through broker/dealers, financial advisers, and
other financial intermediaries. VTL will compensate Pacer from its own
resources, including profits from advisory fees received from the Funds.

Calculation Agent

Standard and Poors(R), located at 55 Water Street, New York, NY 10041, serves as
calculation agent for the RevenueShares Indexes. Standard and Poors(R)has
entered into a contractual agreement with VTL under which Standard and
Poors(R)will be primarily responsible for Index maintenance, calculation,
dissemination and reconstitution activities. VTL will compensate Standard and
Poors(R)from its own resources, including profits from advisory fees received
from the Funds.

Other Service Providers

Foreside Compliance Services, LLC ("FCS"), an affiliate of the Distributor,
located at Two Portland Square, Portland, Maine 04101, provides a Chief
Compliance Officer and an Anti-Money Laundering Officer as well as certain
additional compliance support functions under a Compliance Services Agreement.
Foreside Management Services, LLC ("FMS"), an affiliate of the Distributor,
located at Two Portland Square, Portland, Maine 04101, provides a Principal
Financial Officer to the Trust under a PFO/Treasurer Agreement. As compensation
for the foregoing services, FCS and FMS receive certain out of pocket costs,
fixed and asset-based fees, which are accrued daily and paid monthly by the
Funds.

Rule 12b-1 Plan

The Trust has adopted a Distribution and Service Plan pursuant to Rule 12b-1
under the 1940 Act (the "Plan") to compensate persons who provide certain
marketing or distribution-related services for the Funds. The Plan provides for
payments at an annual rate of 0.25% of each Fund's average daily net assets.

Under the Plan and as required by Rule 12b-1, the Trustees will receive and
review after the end of each calendar quarter a written report provided by the
Distributor of the amounts expended under the Plan and the purpose for which
such expenditures were made.

The Plan was adopted in order to permit the implementation of each Fund's method
of distribution. However, no such fee is currently charged to the Funds, and
there are no plans in place to impose such a fee.

Independent Registered Public Accounting Firm

Ernst & Young LLP, Two Commerce Square, Suite 4000, 2001 Market Street,
Philadelphia, PA 19103-7096, the Trust's independent registered public
accounting firm, examines each Fund's financial statements and may provide other
audit, tax and related services, subject to approval by the Audit Committee when
applicable.

Counsel

Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia,
Pennsylvania 19103, serves as counsel to the Trust.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

The policy of the Trust regarding purchases and sales of securities is that
primary consideration will be given to obtaining the most favorable prices and
efficient executions of transactions. Consistent with this policy, when
securities transactions are effected on a stock exchange, the Trust's policy is
to pay commissions that are considered fair and reasonable without necessarily
determining that the lowest possible commissions are paid in all circumstances.
In seeking to determine the reasonableness of brokerage commissions paid in any
transaction, BNY Advisors relies upon its experience and knowledge regarding
commissions generally charged by various brokers. The sale of Fund Shares by a
broker-dealer is not a factor in the selection of broker-dealers.

In seeking to implement the Trust's policies, BNY Advisors effects transactions
with those brokers and dealers that they believe provide the most favorable
prices and are capable of providing efficient executions. BNY Advisors does not
currently participate in soft dollar transactions with respect to the Funds.

BNY Advisors assumes general supervision over placing orders on behalf of the
Funds for the purchase or sale of portfolio securities. If purchases or sales of
portfolio securities by a Fund and one or more other investment companies or
clients supervised by BNY Advisors are considered at or about the same time,
transactions in such securities may be allocated among the Fund, the several
investment companies and clients in a manner deemed equitable to all by BNY
Advisors. In some cases, this procedure could have a detrimental effect on the
price or volume of a security purchased or sold for the Funds. However, in other
cases, it is possible that the ability to participate in volume transactions and
to negotiate lower brokerage commissions will be beneficial to the Funds. The
primary consideration is prompt execution of orders at the most favorable net
price.

Portfolio Holding Disclosure Policies and Procedures

The Trust has adopted a policy regarding the disclosure of information about the
Trust's portfolio holdings. The Board of Trustees of the Trust must approve all
material amendments to this policy. The Funds' portfolio holdings are publicly
disseminated each day the Funds are open for business through financial
reporting and news services, including publicly accessible Internet web sites.
In addition, a basket composition file, which includes the security names and
share quantities to deliver in exchange for Fund Shares, together with estimates
and actual cash components, is publicly disseminated daily prior to the opening
of the NYSE Arca via the National Securities Clearing Corporation ("NSCC"). The
basket represents one Creation Unit of each Fund.

Proxy Voting Policy

The Board has delegated to BNY Advisors the responsibility to vote proxies with
respect to the portfolio securities held by the Funds. BNY Advisors has adopted
policies and procedures with respect to voting proxies relating to securities
held in client accounts for which it has discretionary authority. Information on
how BNY Advisors voted proxies on behalf of the Funds relating to portfolio
securities during the most recent 12-month (or shorter, as applicable) period
ended June 30 may be obtained (i) without charge, upon request, through the
Funds' website at www.revenuesharesetfs.com; and (ii) on the SEC's website at
http://www.sec.gov or the EDGAR database on the SEC's website. Proxy voting
policies for BNY Advisors are included as Appendix A to this SAI.

Codes of Ethics

Pursuant to Rule 17j-1 under the 1940 Act, the Board of Trustees has adopted a
joint Code of Ethics for the Trust and VTL and approved a Code of Ethics adopted
by BNY Advisors (collectively the "Codes"). The Codes are intended to ensure
that the interests of shareholders and other clients are placed ahead of any
personal interest, that no undue personal benefit is obtained from any person's
employment activities and that actual and potential conflicts of interest are
avoided. The Codes apply to the personal investing activities of certain
individuals employed by or associated with the Trust, VTL or BNY Advisors
("Access Persons"). Rule 17j-1 and the Codes are designed to prevent unlawful
practices in connection with the purchase or sale of securities by Access
Persons. Under the Codes, Access Persons are permitted to engage in personal
securities transactions, but are required to report their personal securities
transactions for monitoring purposes. The Codes permit personnel subject to the
Codes to invest in securities subject to certain limitations, including
securities that may be purchased or held by a Fund. In addition, certain Access
Persons are required to obtain approval before investing in initial public
offerings or private placements. The Codes are on file with the SEC, and are
available to the public.

CAPITAL STOCK AND OTHER SECURITIES

Each Fund is authorized to issue an unlimited number of Shares of beneficial
interest without par value. Each Share of beneficial interest represents an
equal proportionate interest in the assets and liabilities of the Fund and has
identical voting, dividend, redemption, liquidation and other rights and
preferences as the other Shares of the Fund.

Under Delaware law, the Trust is not required to, and the Trust does not
presently intend to, hold regular annual meetings of shareholders. Meetings of
the shareholders of one or more of the Funds may be held from time to time to
consider certain matters, including changes to a Fund's fundamental investment
policies, changes to the Management Agreement and the election of Trustees when
required by the 1940 Act.

When matters are submitted to shareholders for a vote, shareholders are entitled
to one vote per Share with proportionate voting for fractional Shares. The
Shares of a Fund do not have cumulative voting rights or any preemptive or
conversion rights, and the Trustees have authority, from time to time, to divide
or combine the Shares of the Fund into a greater or lesser number of Shares so
affected. In the case of a liquidation of a Fund, each shareholder of the Fund
will be entitled to share, based upon the shareholder's percentage ownership, in
the distribution of assets, net of liabilities, of the Fund. No shareholder is
liable for further calls or assessment by a Fund.

On any matter submitted to a vote of the shareholders, all Shares shall vote in
the aggregate without differentiation between the Shares of the separate Funds
or separate classes, if any, provided that (i) with respect to any matter that
affects only the interests of some but not all Funds, then only the Shares of
such affected Funds, voting separately, shall be entitled to vote on the matter,
(ii) with respect to any matter that affects only the interests of some but not
all classes, then only the Shares of such affected classes, voting separately,
shall be entitled to vote on the matter; and (iii) notwithstanding the
foregoing, with respect to any matter as to which the 1940 Act or other
applicable law or regulation requires voting by Fund or by class, then the
Shares of the Trust shall vote as prescribed in that law or regulation.

Book Entry Only System. The following information supplements and should be read
in conjunction with the section of the Prospectus entitled "Book Entry."

DTC Acts as Securities Depository for Fund Shares. Shares of the Funds are
represented by securities registered in the name of DTC or its nominee and
deposited with, or on behalf of, DTC.

DTC, a limited-purpose trust company, was created to hold securities of its
participants (the "DTC Participants") and to facilitate the clearance and
settlement of securities transactions among the DTC Participants in such
securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC. More specifically, DTC is owned by
a number of its DTC Participants and by the New York Stock Exchange ("NYSE"),
the American Stock Exchange and the Financial Industry Regulatory Authority.
Access to the DTC system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly (the
"Indirect Participants").

Beneficial ownership of Shares is limited to DTC Participants, Indirect
Participants and persons holding interests through DTC Participants and Indirect
Participants. Ownership of beneficial interests in Shares (owners of such
beneficial interests are referred to herein as "Beneficial Owners") is shown on,
and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants
(with respect to Indirect Participants and Beneficial Owners that are not DTC
Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of
Shares. No Beneficial Owner shall have the right to receive a certificate
representing such Shares.

Conveyance of all notices, statements and other communications to Beneficial
Owners is effected as follows. Pursuant to the Depositary Agreement between the
Trust and DTC, DTC is required to make available to the Trust upon request and
for a fee to be charged to the Trust a listing of the Shares of the Funds held
by each DTC Participant. The Trust shall inquire of each such DTC Participant as
to the number of Beneficial Owners holding Shares, directly or indirectly,
through such DTC Participant. The Trust shall provide each such DTC Participant
with copies of such notice, statement or other communication, in such form,
number and at such place as such DTC Participant may reasonably request, in
order that such notice, statement or communication may be transmitted by such
DTC Participant, directly or indirectly, to such Beneficial Owners. In addition,
the Trust shall pay to each such DTC Participant a fair and reasonable amount as
reimbursement for the expenses attendant to such transmittal, all subject to
applicable statutory and regulatory requirements.

Fund distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all Fund Shares. DTC or its nominee, upon receipt of any
such distributions, shall immediately credit DTC Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
Shares of the Fund as shown on the records of DTC or its nominee. Payments by
DTC Participants to Indirect Participants and Beneficial Owners of Shares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records
relating to or notices to Beneficial Owners, or payments made on account of
beneficial ownership interests in such Shares, or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, or for
any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and
Beneficial Owners owning through such DTC Participants. DTC may decide to
discontinue providing its service with respect to Shares at any time by giving
reasonable notice to the Trust and discharging its responsibilities with respect
thereto under applicable law. Under such circumstances, the Trust shall take
action to find a replacement for DTC to perform its functions at a comparable
cost.

CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS

Creation. The Trust issues and sells Shares of each Fund only in Creation Unit
Aggregations on a continuous basis through the Distributor, without a sales
load, at their NAVs next determined after receipt, on any Business Day (as
defined below), of an order in proper form. Orders are placed in "proper form"
when the orders comply with the order processing procedures identified in the
Authorized Participant Agreement for creation or redemption of Shares of the
Funds.

A "Business Day" is any day on which the NYSE is open for business. As of the
date of this SAI, the NYSE observes the following holidays: New Year's Day,
Martin Luther King, Jr. Day, Washington's Birthday, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Deposit of Securities and Deposit or Delivery of Cash. The consideration for
purchase of Creation Unit Aggregations of a Fund generally consists of the
in-kind deposit of a designated portfolio of equity securities--the "Deposit
Securities"--per each Creation Unit Aggregation constituting a substantial
replication of the stocks included in the Fund's corresponding index ("Fund
Securities") and an amount of cash--the "Cash Component"--computed as described
below. Together, the Deposit Securities and the Cash Component constitute the
"Fund Deposit," which represents the minimum initial and subsequent investment
amount for a Creation Unit Aggregation of a Fund.

The Cash Component is sometimes also referred to as the Balancing Amount. The
Cash Component serves the function of compensating for any differences between
the NAV per Creation Unit Aggregation and the Deposit Amount (as defined below).
The Cash Component is an amount equal to the difference between the NAV of the
Fund Shares (per Creation Unit Aggregation) and the "Deposit Amount"--an amount
equal to the market value of the Deposit Securities. If the Cash Component is a
positive number (i.e., the NAV per Creation Unit Aggregation exceeds the Deposit
Amount), the creator will deliver the Cash Component. If the Cash Component is a
negative number (i.e., the NAV per Creation Unit Aggregation is less than the
Deposit Amount), the creator will receive the Cash Component.

The Funds' custodian, through the NSCC (discussed below), makes available on
each Business Day, prior to the opening of business on the NYSE Arca (currently
9:30 a.m., Eastern Time), the list of the names and the required number of
shares of each Deposit Security to be included in the current Fund Deposit
(based on information at the end of the previous Business Day) for each Fund.
Such Fund Deposit is applicable, subject to any adjustments as described below,
in order to effect creations of Creation Unit Aggregations of the Fund until
such time as the next-announced composition of the Deposit Securities is made
available.

The identity and number of shares of the Deposit Securities required for a Fund
Deposit for a Fund changes as rebalancing adjustments and corporate action
events are reflected within the Fund from time to time by VTL with a view to the
investment objective of the Fund. The composition of the Deposit Securities may
also change in response to adjustments to the composition of the stocks in the
Fund's corresponding index.

In addition, the Trust reserves the right to permit or require the substitution
of an amount of cash--i.e., a "cash in lieu" amount--to be added to the Cash
Component to replace any Deposit Security that may not be available in
sufficient quantity for delivery or that may not be eligible for transfer
through the systems of DTC or the Clearing Process (discussed below), or which
might not be eligible for trading by an Authorized Participant (as defined
below) or the investor for which it is acting or other relevant reason.
Brokerage commissions incurred in connection with the acquisition of Deposit
Securities not eligible for transfer through the systems of DTC and hence not
eligible for transfer through the Clearing Process (discussed below) will be at
the expense of the Fund and will affect the value of all Shares; but VTL,
subject to the approval of the Board of Trustees, may adjust the transaction fee
within the parameters described above to protect existing shareholders. The
adjustments described above will reflect changes known to VTL on the date of
announcement to be in effect by the time of delivery of the Fund Deposit, in the
composition of the Fund's corresponding index or resulting from certain
corporate actions.

Procedures for Creation of Creation Unit Aggregations. To be eligible to place
orders with the Distributor and to create a Creation Unit Aggregation of a Fund,
an entity must be (i) a "Participating Party," i.e., a broker-dealer or other
participant in the clearing process through the Continuous Net Settlement System
of the NSCC (the "Clearing Process"), a clearing agency that is registered with
the SEC; or (ii) a DTC Participant (see the "Book Entry Only System" section),
and, in each case, must have executed an agreement with the Distributor, with
respect to creations and redemptions of Creation Unit Aggregations ("Participant
Agreement") (discussed below). A Participating Party and DTC Participant are
collectively referred to as an "Authorized Participant." A list of existing
Authorized Participants that have signed a Participant Agreement is available
from the Distributor. All Fund Shares, however created, will be entered on the
records of DTC in the name of Cede & Co. for the account of a DTC Participant.

All orders to create Creation Unit Aggregations, whether through the Clearing
Process (through a Participating Party) or outside the Clearing Process (through
a DTC Participant), must be received by the Distributor no later than the
closing time of the regular trading session on the NYSE Arca ("Closing Time")
(ordinarily 4:00 p.m., Eastern Time) in each case on the date such order is
placed in order for creation of Creation Unit Aggregations to be effected based
on the NAV of Shares of a Fund as next determined on such date after receipt of
the order in proper form. In the case of custom orders, the order must be
received by the Distributor no later than 3:00 p.m. Eastern Time on the trade
date. A custom order may be placed by an Authorized Participant in the event
that the Trust permits or requires the substitution of an amount of cash to be
added to the Cash Component to replace any Deposit Security which may not be
available in sufficient quantity for delivery or which may not be eligible for
trading by such Authorized Participant or the investor for which it is acting or
other relevant reason. The date on which an order to create Creation Unit
Aggregations (or an order to redeem Creation Unit Aggregations, as discussed
below) is placed is referred to as the "Transmittal Date." Orders must be
transmitted by an Authorized Participant by telephone or other transmission
method acceptable to the Distributor pursuant to procedures set forth in the
Participant Agreement, as described below (see the "Placement of Creation Orders
Using Clearing Process" and the "Placement of Creation Orders Outside Clearing
Process" sections). Severe economic or market disruptions or changes, or
telephone or other communication failure may impede the ability to reach the
Distributor or an Authorized Participant.

All orders from investors who are not Authorized Participants to create Creation
Unit Aggregations shall be placed with an Authorized Participant in the form
required by such Authorized Participant. In addition, the Authorized Participant
may request the investor to make certain representations or enter into
agreements with respect to the order, e.g., to provide for payments of cash,
when required. Investors should be aware that their particular broker may not
have executed a Participant Agreement and that, therefore, orders to create
Creation Unit Aggregations of a Fund have to be placed by the investor's broker
through an Authorized Participant that has executed a Participant Agreement. In
such cases there may be additional charges to such investor. At any given time,
there may be only a limited number of broker-dealers that have executed a
Participant Agreement. Those placing orders for Creation Unit Aggregations
through the Clearing Process should afford sufficient time to permit proper
submission of the order to the Distributor prior to the Closing Time on the
Transmittal Date. Orders for Creation Unit Aggregations that are effected
outside the Clearing Process are likely to require transmittal by the DTC
Participant earlier on the Transmittal Date than orders effected using the
Clearing Process. Those persons placing orders outside the Clearing Process
should ascertain the deadlines applicable to DTC and the Federal Reserve Bank
wire system by contacting the operations department of the broker or depository
institution effectuating such transfer of Deposit Securities and Cash Component.

Placement of Creation Orders Using Clearing Process. The Clearing Process is the
process of creating or redeeming Creation Unit Aggregations through the
Continuous Net Settlement System of the NSCC. Fund Deposits made through the
Clearing Process must be delivered through a Participating Party that has
executed a Participant Agreement. The Participant Agreement authorizes the
Distributor to transmit through the Custodian to NSCC, on behalf of the
Participating Party, such trade instructions as are necessary to effect the
Participating Party's creation order. Pursuant to such trade instructions to
NSCC, the Participating Party agrees to deliver the requisite Deposit Securities
and the Cash Component to the Trust, together with such additional information
as may be required by the Distributor. An order to create Creation Unit
Aggregations through the Clearing Process is deemed received by the Distributor
on the Transmittal Date if (i) such order is received by the Distributor not
later than the Closing Time on such Transmittal Date and (ii) all other
procedures set forth in the Participant Agreement are properly followed.

Placement of Creation Orders Outside Clearing Process. Fund Deposits made
outside the Clearing Process must be delivered through a DTC Participant that
has executed a Participant Agreement pre-approved by VTL and the Distributor. A
DTC Participant who wishes to place an order creating Creation Unit Aggregations
to be effected outside the Clearing Process must state that the DTC Participant
is not using the Clearing Process and that the creation of Creation Unit
Aggregations will instead be effected through a transfer of securities and cash
directly through DTC. The Fund Deposit transfer must be ordered by the DTC
Participant on the Transmittal Date in a timely fashion so as to ensure the
delivery of the requisite number of Deposit Securities through DTC to the
account of a Fund by no later than 11:00 a.m., Eastern Time, of the Business Day
following the Transmittal Date.

All questions as to the number of Deposit Securities to be delivered, and the
validity, form and eligibility (including time of receipt) for the deposit of
any tendered securities, will be determined by the Trust, whose determination
shall be final and binding. The amount of cash equal to the Cash Component must
be transferred directly to the Funds' custodian through the Federal Reserve Bank
wire transfer system in a timely manner so as to be received by the Funds'
custodian no later than 2:00 p.m., Eastern Time, on the next Business Day
immediately following such Transmittal Date. An order to create Creation Unit
Aggregations outside the Clearing Process is deemed received by the Distributor
on the Transmittal Date if (i) such order is received by the Distributor not
later than the Closing Time on such Transmittal Date; and (ii) all other
procedures set forth in the Participant Agreement are properly followed.
However, if the Funds' custodian does not receive both the required Deposit
Securities and the Cash Component by 11:00 a.m. Eastern Time and 2:00 p.m.
Eastern Time, respectively, on the next Business Day immediately following the
Transmittal Date, such order will be canceled. Upon written notice to the
Distributor, such canceled order may be resubmitted the following Business Day
using a Fund Deposit as newly constituted to reflect the then current Deposit
Securities and Cash Component. The delivery of Creation Unit Aggregations so
created will occur no later than the third (3rd) Business Day following the day
on which the purchase order is deemed received by the Distributor.

Additional transaction fees may be imposed with respect to transactions effected
outside the Clearing Process (through a DTC participant) and in the limited
circumstances in which any cash can be used in lieu of Deposit Securities to
create Creation Units. (See "Creation Transaction Fee" section below).

Creation Unit Aggregations may be created in advance of receipt by the Trust of
all or a portion of the applicable Deposit Securities as described below. In
these circumstances, the initial deposit will have a value greater than the NAV
of the Fund Shares on the date the order is placed in proper form since, in
addition to available Deposit Securities, cash must be deposited in an amount
equal to the sum of (i) the Cash Component, plus (ii) 105% of the market value
of the undelivered Deposit Securities (the "Additional Cash Deposit").

The order shall be deemed to be received on the Business Day on which the order
is placed provided that the order is placed in proper form prior to 4:00 p.m.,
Eastern Time on such date and federal funds in the appropriate amount are
deposited with the Funds' custodian by 11:00 a.m. Eastern Time the following
Business Day. If the order is not placed in proper form by 4:00 p.m. or federal
funds in the appropriate amount are not received by 11:00 a.m. the next Business
Day, then the order may be deemed to be canceled and the Authorized Participant
shall be liable to the Fund for losses, if any, resulting therefrom. An
additional amount of cash shall be required to be deposited with the Trust,
pending delivery of the missing Deposit Securities to the extent necessary to
maintain the Additional Cash Deposit with the Trust in an amount at least equal
to 105% of the daily marked to market value of the missing Deposit Securities.
To the extent that missing Deposit Securities are not received by 1:00 p.m.
Eastern Time on the third Business Day following the day on which the purchase
order is deemed received by the Distributor or in the event a marked-to-market
payment is not made within one Business Day following notification by the
Distributor that such a payment is required, the Trust may use the cash on
deposit to purchase the missing Deposit Securities. Authorized Participants will
be liable to the Trust and the Fund for the costs incurred by the Trust in
connection with any such purchases. These costs will be deemed to include the
amount by which the actual purchase price of the Deposit Securities exceeds the
market value of such Deposit Securities on the day the purchase order was deemed
received by the Distributor plus the brokerage and related transaction costs
associated with such purchases. The Trust will return any unused portion of the
Additional Cash Deposit once all of the missing Deposit Securities have been
properly received by the Funds' custodian or purchased by the Trust and
deposited into the Trust. In addition, a transaction fee, as listed below, will
be charged in all cases. The delivery of Creation Unit Aggregations so created
will occur no later than the third Business Day following the day on which the
purchase order is deemed received by the Distributor.

Acceptance of Orders for Creation Unit Aggregations. The Trust reserves the
absolute right to reject a creation order transmitted to it by the Distributor
in respect of a Fund if: (i) the order is not in proper form; (ii) the
investor(s), upon obtaining the Fund Shares ordered, would own 80% or more of
the currently outstanding Shares of any Fund; (iii) the Deposit Securities
delivered are not as disseminated for that date by the Funds' custodian, as
described above; (iv) acceptance of the Deposit Securities would have certain
adverse tax consequences to the Fund; (v) acceptance of the Fund Deposit would,
in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit
would otherwise, in the discretion of the Trust or VTL, have an adverse effect
on the Trust or the rights of beneficial owners; or (vii) in the event that
circumstances outside the control of the Trust, the Funds' custodian, the
Distributor and VTL make it, for all practical purposes, impossible to process
creation orders. Examples of such circumstances include acts of God; public
service or utility problems such as fires, floods, extreme weather conditions
and power outages resulting in telephone, telecopy and computer failures; market
conditions or activities causing trading halts; systems failures involving
computer or other information systems affecting the Trust, VTL, BNY Advisors,
BNY, the Distributor, DTC, NSCC, the Funds' custodian or sub-custodian or any
other participant in the creation process, and similar extraordinary events. The
Distributor shall notify a prospective creator of a Creation Unit and/or the
Authorized Participant acting on behalf of such prospective creator of its
rejection of the order of such person. The Trust, the Funds' custodian, any
sub-custodian and the Distributor are under no duty, however, to give
notification of any defects or irregularities in the delivery of Fund Deposits
nor shall any of them incur any liability for the failure to give any such
notification. All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility, and acceptance for
deposit of any securities to be delivered shall be determined by the Trust, and
the Trust's determination shall be final and binding.

Creation Transaction Fee. Investors will be required to pay a fixed creation
transaction fee, described below, regardless of the number of creations made
each day. An additional charge of up to four times the fixed transaction fee
(expressed as a percentage of the value of the Deposit Securities) may be
imposed for (i) creations effected outside the Clearing Process; and (ii) cash
creations (to offset the Trust's brokerage and other transaction costs
associated with using cash to purchase the requisite Deposit Securities).
Investors are responsible for the costs of transferring the securities
constituting the Deposit Securities to the account of the Trust. The Standard
Creation/Redemption Transaction Fee will be $2,500 for the RevenueShares Large
Cap Fund, $2,000 for the RevenueShares Mid Cap Fund and $3,000 for the
RevenueShares Small Cap Fund. The Maximum Creation/Redemption Transaction Fee
for each Fund will be $10,000 for the RevenueShares Large Cap Fund, $8,000 for
the RevenueShares Mid Cap Fund and $12,000 for the RevenueShares Small Cap Fund.

Redemption of Fund Shares in Creation Units Aggregations. Fund Shares may be
redeemed only in Creation Unit Aggregations at their NAV next determined after
receipt of a redemption request in proper form by a Fund through the Funds'
transfer agent and only on a Business Day. A Fund will not redeem Shares in
amounts less than Creation Unit Aggregations. Beneficial owners must accumulate
enough Shares in the secondary market to constitute a Creation Unit Aggregation
in order to have such Shares redeemed by the Trust. There can be no assurance,
however, that there will be sufficient liquidity in the public trading market at
any time to permit assembly of a Creation Unit Aggregation. Investors should
expect to incur brokerage and other costs in connection with assembling a
sufficient number of Fund Shares to constitute a redeemable Creation Unit
Aggregation. Each Fund's custodian, through the NSCC, makes available prior to
the opening of business on the NYSE Arca (currently 9:30 a.m., Eastern Time) on
each Business Day, the identity of the Fund Securities that will be applicable
(subject to possible amendment or correction) to redemption requests received in
proper form (as described below) on that day. Fund Securities received on
redemption may not be identical to Deposit Securities that are applicable to
creations of Creation Unit Aggregations. Unless cash redemptions are available
or specified for a Fund, the redemption proceeds for a Creation Unit Aggregation
generally consist of Fund Securities--as announced on the Business Day of the
request for redemption received in proper form--plus or minus cash in an amount
equal to the difference between the NAV of the Fund Shares being redeemed, as
next determined after a receipt of a request in proper form, and the value of
the Fund Securities (the "Cash Redemption Amount"), less a redemption
transaction fee as listed below. In the event that the Fund Securities have a
value greater than the NAV of the Fund Shares, a compensating cash payment equal
to the difference is required to be made by or through an Authorized Participant
by the redeeming shareholder. The right of redemption may be suspended or the
date of payment postponed (i) for any period during which the NYSE is closed
(other than customary weekend and holiday closings); (ii) for any period during
which trading on the NYSE is suspended or restricted; (iii) for any period
during which an emergency exists as a result of which disposal of the Shares of
the Fund or determination of a Fund's NAV is not reasonably practicable; or (iv)
in such other circumstances as is permitted by the SEC.

Redemption Transaction Fee. A redemption transaction fee is imposed to offset
transfer and other transaction costs that may be incurred by a Fund. An
additional variable charge for cash redemptions (when cash redemptions are
available or specified) of up to four times the standard redemption transaction
fee may be imposed for a Fund. Investors will also bear the costs of
transferring the Fund Securities from the Trust to their account or on their
order. Investors who use the services of a broker or other such intermediary in
addition to an Authorized Participant to effect a redemption of a Creation Unit
Aggregation may be charged an additional fee of up to four times the fixed
transaction fee for such services. The redemption transaction fees for a Fund
are the same as the creation fees set forth above.

Placement of Redemption Orders Using Clearing Process. Orders to redeem Creation
Unit Aggregations through the Clearing Process must be delivered through a
Participating Party that has executed the Participant Agreement. An order to
redeem Creation Unit Aggregations using the Clearing Process is deemed received
by the Trust on the Transmittal Date if (i) such order is received by the Funds'
transfer agent not later than 4:00 p.m. Eastern Time on such Transmittal Date,
and (ii) all other procedures set forth in the Participant Agreement are
properly followed; such order will be effected based on the NAV of the relevant
Fund as next determined. An order to redeem Creation Unit Aggregations using the
Clearing Process made in proper form but received by the Trust after 4:00 p.m.
Eastern Time will be deemed received on the next Business Day immediately
following the Transmittal Date and will be effected at the NAV next determined
on such next Business Day. The requisite Fund Securities and the Cash Redemption
Amount will be transferred by the third Business Day following the date on which
such request for redemption is deemed received.

Placement of Redemption Orders Outside the Clearing Process. Orders to redeem
Creation Unit Aggregations outside the Clearing Process must be delivered
through a DTC Participant that has executed the Participant Agreement. A DTC
Participant who wishes to place an order for redemption of Creation Unit
Aggregations to be effected outside the Clearing Process must state that the DTC
Participant is not using the Clearing Process and that redemption of Creation
Unit Aggregations will instead be effected through transfer of Fund Shares
directly through DTC. An order to redeem Creation Unit Aggregations outside the
Clearing Process is deemed received by the Trust on the Transmittal Date if (i)
such order is received by the Funds' transfer agent not later than 4:00 p.m.,
Eastern Time on such Transmittal Date; (ii) such order is accompanied or
followed by the requisite number of Shares of the Fund, which delivery must be
made through DTC to the Funds' custodian no later than 11:00 a.m. Eastern Time
(for the Fund Shares), on the next Business Day immediately following such
Transmittal Date (the "DTC Cut-Off-Time") and 2:00 p.m. Eastern Time for any
Cash Component, if any, owed to a Fund; and (iii) all other procedures set forth
in the Participant Agreement are properly followed. After the Trust has deemed
an order for redemption outside the Clearing Process received, the Trust will
initiate procedures to transfer the requisite Fund Securities that are expected
to be delivered within three Business Days and the Cash Redemption Amount, if
any, owed to the redeeming Beneficial Owner to the Authorized Participant on
behalf of the redeeming Beneficial Owner by the third Business Day following the
Transmittal Date on which such redemption order is deemed received by the Trust.
The calculation of the value of the Fund Securities and the Cash Redemption
Amount to be delivered/received upon redemption will be made by the Funds'
custodian according to the procedures set forth under "Determination of NAV"
computed on the Business Day on which a redemption order is deemed received by
the Trust. Therefore, if a redemption order in proper form is submitted to the
Funds' transfer agent by a DTC Participant not later than Closing Time on the
Transmittal Date, and the requisite number of Shares of the Fund are delivered
to the Funds' custodian prior to the DTC Cut-Off-Time, then the value of the
Fund Securities and the Cash Redemption Amount to be delivered/received will be
determined by the Funds' custodian on such Transmittal Date. If, however, either
(i) the requisite number of Shares of the relevant Fund are not delivered by the
DTC Cut-Off-Time, as described above, or (ii) the redemption order is not
submitted in proper form, then the redemption order will not be deemed received
as of the Transmittal Date. In such case, the value of the Fund Securities and
the Cash Redemption Amount to be delivered/received will be computed on the
Business Day following the Transmittal Date provided that the Fund Shares of the
relevant Fund are delivered through DTC to the Funds' custodian by 11:00 a.m.
Eastern Time the following Business Day pursuant to a properly submitted
redemption order.

If it is not possible to effect deliveries of the Fund Securities, the Trust may
in its discretion exercise its option to redeem such Fund Shares in cash, and
the redeeming Beneficial Owner will be required to receive its redemption
proceeds in cash. In addition, an investor may request a redemption in cash that
a Fund may, in its sole discretion, permit. In either case, the investor will
receive a cash payment equal to the NAV of its Fund Shares based on the NAV of
Shares of the relevant Fund next determined after the redemption request is
received in proper form (minus a redemption transaction fee and additional
charge for requested cash redemptions specified above, to offset the Fund's
brokerage and other transaction costs associated with the disposition of Fund
Securities). A Fund may also, in its sole discretion, upon request of a
shareholder, provide such redeemer a portfolio of securities that differs from
the exact composition of the Fund Securities, or cash in lieu of some securities
added to the Cash Component, but in no event will the total value of the
securities delivered and the cash transmitted differ from the NAV. Redemptions
of Fund Shares for Fund Securities will be subject to compliance with applicable
federal and state securities laws and the Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Unit
Aggregations for cash to the extent that the Trust could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first
registering the Fund Securities under such laws. An Authorized Participant or an
investor for which it is acting subject to a legal restriction with respect to a
particular stock included in the Fund Securities applicable to the redemption of
a Creation Unit Aggregation may be paid an equivalent amount of cash. The
Authorized Participant may request the redeeming Beneficial Owner of the Fund
Shares to complete an order form or to enter into agreements with respect to
such matters as compensating cash payment, beneficial ownership of Shares or
delivery instructions.

The table below describes in further detail the placement of redemption orders
outside the clearing process.

Transmittal Date Next Business Day Second Business Third Business Day
(T) (T+1) Day (T+2) (T+3)
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Creation through NSCC 4:00 p.m. (ET) No action. No action. Creation Unit
Standard Orders Aggregations will be
Order must be delivered.
received by the
Distributor.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Custom Orders 3:00 p.m. (ET) No action. No action. Creation Unit
Aggregations will be
Order must be delivered.
received by the
Distributor.

2:00 p.m. (ET)

Cash Component must
be received by the
Fund's custodian.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Standard Orders created in 4:00 p.m. (ET) 11:00 a.m. (ET) No action. 1:00 p.m. (ET)
advance of receipt by the
Trust of all or a portion Order in proper Available Deposit Missing Deposit
of the Deposit Securities form must be Securities. Securities are due
received by the to the Trust or the
Distributor. Cash in an amount Trust may use cash
equal to the sum of on deposit to
(i) the Cash purchase missing
Component, plus (ii) Deposit Securities.
105% of the market
value of the Creation Unit
undelivered Deposit Aggregations will be
Securities. delivered.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Custom Orders 3:00 p.m. (ET) 11:00 a.m. (ET) No action. Creation Unit
Aggregations will be
Order in proper Deposit Securities delivered.
form must be must be received by
received by the the Fund's account
Distributor. through DTC.

2:00 p.m. (ET)
Orders received
after 3:00 p.m. Cash Component must
(ET) will be be received by the
treated as standard Orders Custodian.
orders.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Redemption Through NSCC
Standard Orders 4:00 p.m. (ET) No action. No action. Fund Securities and
Cash Redemption
Order must be Amount will be
received by the transferred.
Fund's transfer
agent.

Orders received
after 4:00 p.m.
(ET) will be deemed
received on the
next business day
(T+1).
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Custom Orders 3:00 p.m. (ET) No action. No action. Fund Securities and
Cash Redemption
Order must be Amount will be
received by the transferred.
Fund's transfer
agent.

Orders received
after 3:00 p.m.
(ET) will be
treated as standard
orders.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Redemption Outside of NSCC 4:00 p.m. (ET) 11:00 a.m. (ET) No action. Fund Securities and
Standard Orders Cash Redemption
Order must be Fund Shares must be Amount is delivered
received by the delivered through DTC to the redeeming
Fund's transfer to the Custodian. beneficial owner.
agent.
2:00 p.m. (ET)
Orders received
after 4:00 p.m. Cash Component, if
(ET) will be deemed any, is due.
received on the
next business day *If the order is not
(T+1). in proper form or the
Fund Shares are not
delivered, then the
order will not be
deemed received as of
T.
------------------------- ----------------------- -------------------- ------------------- ---------------------------
Custom Orders 3:00 p.m. (ET) 11:00 a.m. (ET) No action. Fund Securities and
Cash Redemption
Order must be Fund Shares must be Amount is delivered
received by the delivered through DTC to the redeeming
Fund's transfer to the Fund's beneficial owner.
agent. custodian.

Orders received 2:00 p.m. (ET)
after 3:00 p.m.
(ET) will be Cash Component, if
treated as standard any, is due.
orders.
*If the order is not
in proper form or the
Fund Shares are not
delivered, then the
order will not be
deemed received as of
T.
------------------------- ----------------------- -------------------- ------------------- ---------------------------

TAXES

Taxation of the Funds

Each Fund a Separate Corporation. Each Fund is treated as a separate corporation
for federal income tax purposes. Losses in one Fund do not offset gains in
another Fund and the requirements (other than certain organizational
requirements) for qualifying for regulated investment company status as
described below are determined at the Fund level rather than the Trust level.

Election to be Taxed as a Regulated Investment Company. Each Fund intends to
elect to be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code and intends to so qualify during the current fiscal year.
As a regulated investment company, a Fund generally pays no federal income tax
on the income and gains it distributes to you. The Board of Trustees reserves
the right not to maintain the qualification of a Fund as a regulated investment
company if it determines such a course of action to be beneficial to
shareholders. If a Fund fails to qualify as a regulated investment company, the
Fund would be subject to federal, and possibly state, corporate taxes on its
taxable income and gains, and distributions to you will be taxed as dividend
income to the extent of such Fund's earnings and profits.

In order to qualify as a regulated investment company for federal income tax
purposes, each Fund must meet certain specific requirements, including:

(i) A Fund must maintain a diversified portfolio of securities, wherein no
security, including the securities of a qualified publicly traded
partnership (other than U.S. government securities and securities of
other regulated investment companies) can exceed 25% of the Fund's
total assets, and, with respect to 50% of the Fund's total assets, no
investment (other than cash and cash items, U.S. government securities
and securities of other regulated investment companies) can exceed 5%
of the Fund's total assets or 10% of the outstanding voting securities
of the issuer;

(ii) A Fund must derive at least 90% of its gross income from dividends,
interest, payments with respect to securities loans, gains from the
sale or disposition of stock, securities or foreign currencies, or
other income derived with respect to its business of investing in such
stock, securities, or currencies, and net income derived from an
interest in a qualified publicly traded partnership; and

(iii) A Fund must distribute to its shareholders at least 90% of its
investment company taxable income and net tax-exempt income for each
of its fiscal years.

Excise Tax Distribution Requirements. To avoid federal excise taxes, the Code
requires a Fund to distribute to you by December 31 of each year, at a minimum,
the following amounts: 98% of its taxable ordinary income earned during the
calendar year; 98% of its capital gain net income earned during the twelve-month
period ending October 31; and 100% of any undistributed amounts from the prior
year. The Funds intend to declare and pay these distributions in December (or to
pay them in January, in which case you must treat them as received in December)
but can give no assurances that its distributions will be sufficient to
eliminate all taxes.

Investment in Complex Securities. The Funds may invest in complex securities
(e.g., futures, options, etc.) that could be subject to numerous special and
complex tax rules. These rules could affect whether gain or loss recognized by a
Fund is treated as ordinary or capital, accelerate the recognition of income to
a Fund (possibly causing the Fund to sell securities to raise the cash for
necessary distributions) and defer a Fund's ability to recognize a loss. In
turn, these rules could affect the amount, timing, or character of the income
distributed to you by a Fund. For example:

Investment in Futures and Option Contracts. If a Fund invests in certain
options and futures contracts, it could be required to mark-to-market these
contracts and realize any unrealized gains and losses at its fiscal year
end even though it continues to hold the contracts. Under these rules,
gains or losses on the contracts generally would be treated as 60%
long-term and 40% short-term gains or losses, but gains or losses on
certain foreign currency contracts would be treated as ordinary income or
losses. In determining its net income for excise tax purposes, a Fund also
would be required to mark-to-market these contracts annually as of October
31 (for capital gain net income and ordinary income arising from certain
foreign currency contracts), and to realize and distribute any resulting
income and gains.

Tax straddles. A Fund's investment in options and futures contracts (or in
substantially similar or related property) in connection with certain
hedging transactions could cause it to hold offsetting positions in
securities. If a Fund's risk of loss with respect to specific securities in
its portfolio is substantially diminished by the fact that it holds other
securities, the Fund could be deemed to have entered into a tax "straddle"
or to hold a "successor position" that would require any loss realized by
it to be deferred for tax purposes.

Securities Lending Transactions. A Fund's entry into securities lending
transactions may cause the replacement income earned on the loaned
securities to fall outside of the definition of qualified dividend income.
This replacement income generally will not be eligible for reduced rates of
taxation on qualified dividend income, and, to the extent that debt
securities are loaned, will generally not qualify as qualified interest
income for foreign withholding tax purposes.

Taxation of Shareholders

Distributions of Net Investment Income. Each Fund receives income generally in
the form of dividends and interest on its investments in portfolio securities.
This income, less expenses incurred in the operation of a Fund, constitutes its
net investment income from which income dividends may be paid to you. If you are
a taxable investor, any distributions by a Fund from such income (other than
qualified dividends) will be taxable to you at ordinary income tax rates,
whether you take them in cash or in additional Shares. Distributions of
qualified dividend income may be taxable to you at reduced rates.

Distributions of Capital Gains. Each Fund may derive capital gain and loss in
connection with sales of securities in anticipation of their removal from a
Fund's corresponding index or by reason of the application of certain tax rules
such as those described above under the heading, "Investment in Futures and
Option Contracts." Distributions derived from the excess of net short-term
capital gain over net long-term capital loss will be taxable to you as ordinary
income. Distributions paid from the excess of net long-term capital gain over
net short-term capital loss will be taxable to you as long-term capital gain,
regardless of how long you have held your Shares in a Fund. Any net short-term
or long-term capital gain realized by a Fund (net of any capital loss
carryovers) generally will be distributed once each year and may be distributed
more frequently, if necessary, in order to reduce or eliminate federal excise or
income taxes on the Fund.

Returns of Capital. If a Fund's distributions exceed its taxable income and
capital gains realized during a taxable year, all or a portion of the
distributions made in the same taxable year may be recharacterized as a return
of capital to shareholders. A return of capital distribution will generally not
be taxable, but will reduce each shareholder's cost basis in a Fund and result
in a higher reported capital gain or lower reported capital loss when those
Shares on which the distribution was received are sold. Any return of capital in
excess of your basis, however, is taxable as a capital gain.

Information on the Amount and Tax Character of Distributions. The Funds will
inform you of the amount and character of your distributions at the time they
are paid, and will advise you of the tax status of such distributions for
federal income tax purposes shortly after the close of each calendar year. If
you have not held Fund Shares for a full year, a Fund may designate and
distribute to you, as ordinary income, qualified dividends or capital gains, and
in the case of non-U.S. shareholders, a Fund may further designate and
distribute as interest-related dividends and short-term capital gain dividends,
a percentage of income that may not be equal to the actual amount of this type
of income earned during the period of your investment in the Fund. Taxable
distributions declared by a Fund in December to shareholders of record in such
month, but paid in January, are taxable to you as if they were paid in December.

Purchase of Shares. As a result of tax requirements, the Trust on behalf of each
Fund has the right to reject an order to purchase Shares if the purchaser (or
group of purchasers acting in concert with each other) would, upon obtaining the
Shares so ordered, own 80% or more of the outstanding Shares of the Fund and if,
pursuant to section 351 of the Internal Revenue Code, the Fund would have a
basis in the Deposit Securities different from the market value of such
securities on the date of deposit. The Trust also has the right to require
information necessary to determine beneficial Share ownership for purposes of
the 80% determination.

Sales, Exchanges and Redemption of Fund Shares. The sale, exchange or redemption
of Shares may give rise to a gain or loss. In general, any gain or loss realized
upon a taxable disposition of Shares will be treated as long-term capital gain
or loss if the Shares have been held for more than one year. Otherwise, the gain
or loss on the taxable disposition of Shares will be treated as short-term
capital gain or loss. A loss realized on a sale or exchange of Shares of a Fund
may be disallowed if other substantially identical Shares are acquired (whether
through the automatic reinvestment of dividends or otherwise) within a sixty-one
(61) day period beginning thirty (30) days before and ending thirty (30) days
after the date that the Shares are disposed of. In such a case, the basis of the
Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon
the sale or exchange of Shares held for six (6) months or less is treated as
long-term capital loss to the extent of any capital gain dividends distributed
to you by the Fund on those Shares.

U.S. Government Securities. Income earned on certain U.S. government obligations
is exempt from state and local personal income taxes if earned directly by you.
States also grant tax-free status to dividends paid to you from interest earned
on direct obligations of the U.S. government, subject in some states to minimum
investment or reporting requirements that must be met by a Fund. Income on
investments by a Fund in certain other obligations, such as repurchase
agreements collateralized by U.S. government obligations, commercial paper and
federal agency-backed obligations (e.g., Government National Mortgage
Association (GNMA) or Federal National Mortgage Association (FNMA) obligations),
generally does not qualify for tax-free treatment. The rules on exclusion of
this income are different for corporations.

Qualified Dividend Income for Individuals. For individual shareholders, a
portion of the dividends paid by a Fund may be designated as qualified dividend
income eligible for taxation by individuals at long-term capital gain rates.
This reduced rate generally is available for dividends paid by a Fund out of
dividends earned on a Fund's investment in stocks of domestic corporations and
qualified foreign corporations.

Both a Fund and the investor must meet certain holding period requirements to
qualify Fund dividends for this treatment. Specifically, a Fund must hold the
stock for at least 61 days during the 121-day period beginning 60 days before
the stock becomes ex-dividend. Similarly, investors must hold their Fund Shares
for at least 61 days during the 121-day period beginning 60 days before the Fund
distribution goes ex-dividend. The ex-dividend date is the first date following
the declaration of a dividend on which the purchaser of stock is not entitled to
receive the dividend payment. When counting the number of days you held your
Fund Shares, include the day you sold your Shares but not the day you acquired
these Shares.

While the income received in the form of a qualified dividend is taxed at the
same rates as long-term capital gains, such income will not be considered as a
long-term capital gain for other federal income tax purposes. For example, you
will not be allowed to offset your long-term capital losses against qualified
dividend income on your federal income tax return. Any qualified dividend income
that you elect to be taxed at these reduced rates also cannot be used as
investment income in determining your allowable investment interest expense. For
other limitations on the amount of or use of qualified dividend income on your
income tax return, please contact your personal tax advisor.

After the close of its fiscal year, a Fund will designate the portion of its
ordinary dividend income that meets the definition of qualified dividend income
taxable at reduced rates. If 95% or more of a Fund's income is from qualified
sources, it will be allowed to designate 100% of its ordinary income
distributions as qualified dividend income.

Dividends-Received Deduction for Corporations. For corporate shareholders, a
portion of the dividends paid by a Fund may qualify for the corporate
dividends-received deduction. The portion of dividends paid by a Fund that so
qualifies will be designated each year in a notice mailed to the Fund's
shareholders, and cannot exceed the gross amount of dividends received by the
Fund from domestic (U.S.) corporations that would have qualified for the
dividends-received deduction in the hands of the Fund if the Fund were a regular
corporation.

The availability of the dividends-received deduction is subject to certain
holding period and debt financing restrictions imposed under the Code on the
corporation claiming the deduction. The amount that a Fund may designate as
eligible for the dividends-received deduction will be reduced or eliminated if
the Shares on which the dividends earned by the Fund were debt-financed or held
by the Fund for less than a minimum period of time, generally 46 days during a
91-day period beginning 45 days before the stock becomes ex-dividend. Similarly,
if your Fund Shares are debt-financed or held by you for less than a 46-day
period then the dividends-received deduction for Fund dividends on your Shares
may also be reduced or eliminated. Even if designated as dividends eligible for
the dividends-received deduction, all dividends (including any deducted portion)
must be included in your alternative minimum taxable income calculation.

Backup Withholding. By law, a Fund must withhold a portion of your taxable
dividends and sales proceeds unless you:

o provide your correct social security or taxpayer identification
number,
o certify that this number is correct,
o certify that you are not subject to backup withholding, and
o certify that you are a U.S. person (including a U.S. resident alien).

A Fund also must withhold if the IRS instructs it to do so. When withholding is
required, the amount will be 28% of any dividends or proceeds paid. The special
U.S. tax certification requirements applicable to non-U.S. investors are
described under the "Non-U.S. Investors" heading below.

Non-U.S. Investors

In General. Non-U.S. investors may be subject to U.S. withholding and estate
tax, and are subject to special U.S. tax certification requirements. Non-U.S.
investors should consult their tax advisors about the applicability of U.S. tax
withholding and the use of the appropriate forms to certify their status.

Income Dividends. The United States imposes a flat 30% withholding tax (or lower
treaty rate) on U.S. source dividends, including on income dividends paid to you
by a Fund, subject to certain exemptions for dividends designated as capital
gain dividends, short-term capital gain dividends, and interest-related
dividends as described below. However, notwithstanding such exemptions from U.S.
withholding at the source, any dividends and distributions of income and capital
gains, including any proceeds from the sale of your Fund Shares, will be subject
to backup withholding at a rate of 28% if you fail to properly certify that you
are not a U.S. person.

Capital Gain Dividends & Short-Term Capital Gain Dividends. Dividends designated
by the Fund as either (i) capital gain dividends from long-term capital gains or
(ii) short-term capital gain dividends (other than long- or short-term capital
gains realized on disposition of U.S. real property interests) are not subject
to U.S. withholding tax unless you are a nonresident alien individual present in
the United States for a period or periods aggregating 183 days or more during
the taxable year.

Interest-Related Dividends. Interest-related dividends designated by a Fund from
qualified net interest income are not subject to U.S. withholding tax. The
Fund's qualified net interest income equals the Fund's qualified interest income
less allocable expenses. "Qualified interest income" includes, in general, U.S.
source (1) bank deposit interest, (2) short-term original discount and (3)
interest (including original issue discount, market discount, or acquisition
discount) on an obligation which is in registered form, unless it is earned on
an obligation issued by a corporation or partnership in which the Fund is a
10-percent shareholder or is contingent interest, and (4) any interest-related
dividend from another regulated investment company. On any payment date, the
amount of an income dividend that is designated by a Fund as an interest-related
dividend may be more or less than the amount that is so qualified. This is
because the designation is based on an estimate of the Fund's qualified net
interest income for its entire fiscal year, which can only be determined with
exactness at fiscal year end. As a consequence, a Fund may over withhold a small
amount of U.S. tax from a dividend payment. In this case, the non-U.S.
investor's only recourse may be to either forgo recovery of the excess
withholding, or to file a United States nonresident income tax return to recover
the excess withholding.

Further Limitations on Tax Reporting for Interest-Related Dividends and
Short-Term Capital Gain Dividends for Non-U.S. Investors; Sunset Rule. It may
not be practical in every case for the Fund to designate, and the Fund reserves
the right in these cases to not designate, small amounts of interest-related or
short-term capital gain dividends. Additionally, the Fund's designation of
interest-related or short-term capital gain dividends may not be passed through
to shareholders by intermediaries who have assumed tax reporting
responsibilities for this income in managed or omnibus accounts due to systems
limitations or operational constraints. The exemption from withholding for
short-term capital gain dividends and interest-related dividends designated by a
Fund is effective for dividends paid with respect to taxable years of the Fund
beginning after December 31, 2004 and before January 1, 2008, unless such
exemption is extended or made permanent.

Other Dividends. Income dividends paid by a Fund to non-U.S. investors on the
income earned on portfolio investments in (i) the stock of domestic and foreign
corporations, and (ii) the debt of foreign issuers continue to be subject to
U.S. withholding tax.

Effectively Connected Income. If you hold your Fund Shares in connection with a
U.S. trade or business, your income and gains will be considered effectively
connected income and taxed in the U.S. on a net basis, in which case you may be
required to file a nonresident U.S. income tax return.

Investment in U.S. real property. Capital gains distributions attributable to
gains from U.S. real property interests (including gains from the disposition of
certain U.S. real property holding corporations which may include certain REITs
and certain REIT capital gain dividends) will generally be subject to United
States withholding tax and may give rise to an obligation on the part of the
non-U.S. shareholder to file a United States income tax return.

U.S. estate tax. An individual who, at the time of death, is a Non-U.S.
shareholder will nevertheless be subject to U.S. federal estate tax with respect
to Shares at the graduated rates applicable to U.S. citizens and residents,
unless a treaty exception applies. In the absence of a treaty, there is a
$13,000 statutory estate tax credit. Transfers by gift of Shares of a Fund by a
non-U.S. shareholder who is a nonresident alien individual will not be subject
to U.S. federal gift tax. The tax consequences to a non-U.S. shareholder
entitled to claim the benefits of an applicable tax treaty may be different from
those described herein. Non-U.S. shareholders are urged to consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in a Fund, including the applicability of foreign tax.

U.S tax certification rules. Special U.S. tax certification requirements apply
to non-U.S. shareholders both to avoid U.S. back up withholding imposed at a
rate of 28% and to obtain the benefits of any treaty between the United States
and the shareholder's country of residence. In general, a non-U.S. shareholder
must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you
are not a U.S. person, to claim that you are the beneficial owner of the income
and, if applicable, to claim a reduced rate of, or exemption from, withholding
as a resident of a country with which the United States has an income tax
treaty. A Form W-8BEN provided without a U.S. taxpayer identification number
will remain in effect for a period beginning on the date signed and ending on
the last day of the third succeeding calendar year unless an earlier change of
circumstances makes the information on the form incorrect.

This discussion of "TAXES" is not intended or written to be used as tax advice
and does not purport to deal with all federal tax consequences applicable to all
categories of investors, some of which may be subject to special rules. You
should consult your own tax advisor regarding your particular circumstances
before making an investment in a Fund.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in conjunction with the
section in the Prospectus entitled "Net Asset Value."

The NAV per Share of each Fund is computed by dividing the value of the net
assets of the Fund (i.e., the value of its total assets less total liabilities)
by the total number of Shares of the Fund outstanding, rounded to the nearest
cent. Expenses and fees including, without limitation, the management and
administration fees, are accrued daily and taken into account for purposes of
determining NAV. The NAV per Share is calculated by the Funds' custodian and
determined as of the close of the regular trading session on the NYSE
(ordinarily 4:00 p.m., Eastern Time) on each day that such exchange is open.

In computing each Fund's NAV, the Fund's securities holdings traded on a
national securities exchange are valued based on their last sale price. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Securities regularly traded in an over-the-counter market
are valued at the latest quoted sale price in such market or, in the case of the
NASDAQ, at the NASDAQ official closing price. Other portfolio securities and
assets for which market quotations are not readily available are valued based on
fair value as determined in good faith in accordance with procedures adopted by
the Board.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the
section in the Prospectus entitled "Dividends, Distributions and Taxes."

General Policies. Dividends from net investment income, if any, are declared and
paid quarterly. Distributions of net realized securities gains, if any,
generally are declared and paid once a year, but the Trust may make
distributions on a more frequent basis. The Trust reserves the right to declare
special distributions if, in its reasonable discretion, such action is necessary
or advisable to preserve the status of each Fund as a regulated investment
company under the Tax Code, or to avoid imposition of income or excise taxes on
undistributed income.

Dividends and other distributions on Fund Shares are distributed, as described
below, on a pro rata basis to Beneficial Owners of the Shares. Dividend payments
are made through DTC Participants and Indirect Participants to Beneficial Owners
with proceeds received from a Fund.

Dividend Reinvestment Service. No reinvestment service is provided by the Trust.
Broker-dealers may make available the DTC book-entry Dividend Reinvestment
Service for use by Beneficial Owners of the Fund for reinvestment of their
dividend distributions. Beneficial Owners should contact their broker to
determine the availability and costs of the service and the details of
participation therein. Brokers may require Beneficial Owners to adhere to
specific procedures and timetables.

FINANCIAL STATEMENTS

Set forth below for each Fund are the Statement of Assets and Liabilities as of
February 11, 2008, and the Report of Independent Registered Public Accounting
Firm, dated February 12, 2008.

RevenueShares ETF Trust
Statements of Assets and Liabilities
February 11, 2008
-----------------------------------------------------------------------------------------------
RevenueShares Large Cap Fund RevenueShares Mid Cap Fund RevenueShares Small Cap Fund
------------------------------- ----------------------------- -------------------------------

ASSETS:
Cash $35,000 $35,000 $35,000
-------------- -------------- -------------
Total assets 35,000 35,000 35,000
-------------- -------------- -------------
Net Assets $35,000 $35,000 $35,000
============== ============== =============

NET ASSETS CONSIST OF:

Paid-in capital $35,000 $35,000 $35,000
-------------- -------------- -------------
Net Assets $35,000 $35,000 $35,000
============== ============== =============

SHARES ISSUED AND OUTSTANDING:

Shares Outstanding
(unlimited shares 700.000 700.000 700.000
authorized) ============== ============== ==============

Net Asset Value $50.00 $50.00 $50.00
per share ============== ============== =============

The accompanying notes are an integral part of these financial statements

1. ORGANIZATION

RevenueShares ETF Trust (the "Trust") is a Delaware statutory trust organized on
December 15, 2006. The Trust is an open-end management investment company, under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust
currently offers shares of three separate series, representing separate
diversified portfolios of investments: RevenueShares Large Cap Fund,
RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund (each a "Fund" and
collectively the "Funds").

The Funds seek to achieve their investment objective by attempting to replicate
the portfolio of their corresponding RevenueShares Index. Each RevenueShares
Index is constructed using a proprietary rules-driven methodology, which
re-weights the constituent securities of a specific Standard & Poor's ("S&P")
index benchmark according to revenue earned by the companies in that S&P Index.
Each Fund seeks to achieve it investment objective of outperforming the total
return performance of each corresponding S&P index:

----------------------------- ----------------------------------------------------------
Fund S&P Benchmark Index
----------------------------- ----------------------------------------------------------
RevenueShares Large Cap Fund S&P 500 index comprised of common stocks of 500 leading
companies in leading industries of the United States.
----------------------------- ----------------------------------------------------------
S&P MidCap 400 index comprised of common stock of 400
RevenueShares Mid Cap Fund mid-sized companies.
----------------------------- ----------------------------------------------------------
RevenueShares Small Cap Fund S&P Small Cap 600 index comprised of 600 common stocks of
small-cap companies.
----------------------------- ----------------------------------------------------------

VTL Associates, LLC (the "Adviser") is the investment adviser to each Fund. VTL
is registered as an investment adviser under the Investment Advisers Act of 1940
with the U.S. Securities and Exchange Commission.

The Funds have had no operations to date. The Funds have, however, sold 700
shares of each Fund for $35,000 on February 11, 2008. These shares are
controlled by the Adviser.

The Funds' shares have been approved for listing on the New York Stock Exchange
Arca ("NYSE Arca"). Fund shares will trade on the NYSE Arca at market prices
that may be below, at or above a Fund's net asset value (NAV). Shares are
redeemable only in Creation Units and, generally, in exchange for portfolio
securities and a specified cash payment. Creation Units are aggregations of
50,000 Fund shares or more.

2. SIGNIFICANT ACCOUNTING POLICIES

The statement is prepared in conformity with U.S. generally accepted accounting
principles that require management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of these statements
of assets and liabilities. Actual results could differ from those estimates.

Each Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code. If so qualified, each Fund will not
be subject to federal income tax to the extent it distributes substantially all
of its net investment income and capital gains to shareholders.

The Adviser has agreed to assume all organization costs and expenses in order to
limit each Fund's operating expenses.

As of the date of these statements, costs incurred in connection with the
organization of the Trust were $730,000.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS

The Adviser to the Funds has overall responsibility for the general management
and administration of the Funds, subject to the supervision of the Funds' Board
of Trustees. For the services it provides to the Funds, the Adviser receives an
advisory fee based on a percentage of daily net assets of each Fund. Out of the
management fee, the Adviser pays all fees and expenses of the Sub-Adviser (as
defined and discussed below). Each Fund is responsible for the payment of all
other expenses associated with the operation, including but not limited to
brokerage expenses, taxes, interest, fees and expenses of counsel to the Funds,
fees and expenses of the Trustees, fees and expenses associated with the Funds'
compliance program, litigation expenses, fees and expenses of the Funds'
independent auditors, registration fees, expenses associated with compliance by
the Funds with regulatory requirements, including those relating to the
development and distribution of their prospectus and shareholder reports, and
extraordinary expenses.

For services provided, the RevenueShares Large Cap Fund, RevenueShares Mid Cap
Fund, and RevenueShares Small Cap Fund pays the Adviser a fee of 0.45%, 0.50%
and 0.50%, respectively, of each Fund's average daily net assets.

The Adviser has contractually agreed to reduce its fees and/ or pay expenses in
order to limit each Fund's annual operating expenses for the RevenueShares Large
Cap Fund, RevenueShares Mid Cap Fund, and RevenueShares Small Cap Fund to 0.49%,
0.54% and 0.54%, respectively.

BNY Investment Advisors (the "Sub-Adviser"), a separate identifiable division of
The Bank of New York Mellon Corporation, acts as investment sub-adviser to the
Funds. Pursuant to a Sub-Advisory Agreement between the Adviser and the
Sub-Adviser, the Sub-Adviser will be responsible for the day-to-day management
of the Funds, subject to the supervision of the Adviser and the Funds' Board of
Trustees. In this regard, the Sub-Adviser will be responsible for implementing
the investment strategy for each Fund with regard to its underlying index and
for general administration, compliance and management services as may be agreed
between the Adviser and Sub-Adviser from time to time.

In accordance with the terms of the Sub-Advisory Agreement, the Adviser pays the
Sub-Adviser, out of its own resources, a fee based on a percentage of the
average daily net assets of each Fund as set forth below:

o 8 basis points (0.08%) per annum on the fund's daily average net
assets up to $75 Million

o 6 basis points (0.06%) per annum on the next $50 Million

o 3 basis points (0.03%) per annum on the excess

There is a minimum annual fee of $35,000 per Fund.

The Bank of New York Mellon Corporation serves as administrator, custodian,
accounting agent and transfer agent for each Fund.

Foreside Fund Services, LLC (the "Distributor") serves as the distributor for
each Fund. Shares are continuously offered for sale by each Fund through the
Distributor only in Creation Units. Each Fund has adopted a Distribution and
Service (12b-1) Plan pursuant to which payments of up to 0.25% of the average
daily net assets may be made by the Fund. The Board of Trustees of each Fund has
determined that no such payments will be made, and there are no plans in place
to impose such a fee.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of RevenueShares ETF Trust

We have audited the accompanying statements of assets and liabilities of
RevenueShares ETF Trust (comprising, respectively, RevenueShares Large Cap Fund,
RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund)(the "Funds") as of
February 11, 2008. This financial statement is the responsibility of the Funds'
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. We were not engaged to perform an
audit the Funds' internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Funds'
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of each of the respective Funds
constituting RevenueShares ETF Trust at February 11, 2008, in conformity with
U.S. generally accepted accounting principles.

ERNST & YOUNG LLP

Philadelphia, Pennsylvania
February 12, 2008

APPENDIX A

The Trust has delegated to BNY Advisors the authority and responsibility for
voting proxies on the portfolio securities held by each Fund. BNY Advisors
understands that proxy voting is an integral aspect of investment management.
Accordingly, proxy voting must be conducted with the same degree of prudence and
loyalty accorded any fiduciary or other obligation of an investment manager.

BNY Advisors,, through its participation on BNY Mellon's Proxy Policy Committee
("PPC"), has adopted a Proxy Voting Policy, related procedures, and voting
guidelines which are applied to those client accounts over which it has been
delegated the authority to vote proxies. In voting proxies, BNY Advisors seeks
to act solely in the best financial and economic interest of the applicable
client. BNY Advisors will carefully review proposals that would limit
shareholder control or could affect the value of a client's investment. It will
generally oppose proposals designed to insulate an issuer's management
unnecessarily from the wishes of a majority of shareholders. It will generally
support proposals designed to provide management with short-term insulation from
outside influences so as to enable them to bargain effectively with potential
suitors and otherwise achieve long-term goals. On questions of social
responsibility where economic performance does not appear to be an issue, BNY
Advisors will attempt to ensure that management reasonably responds to the
social issues. Responsiveness will be measured by management's efforts to
address the proposal including, where appropriate, assessment of the
implications of the proposal to the ongoing operations of the company. The PPC
will pay particular attention to repeat issues where management has failed in
its commitment in the intervening period to take actions on issues.

BNY Advisors recognizes its duty to vote proxies in the best interests of its
clients. Adviser seeks to avoid material conflicts of interest through its
participation in the PPC, which applies detailed, pre-determined proxy voting
guidelines (the "Voting Guidelines") in an objective and consistent manner
across client accounts, based on internal and external research and
recommendations provided by a third party vendor, and without consideration of
any client relationship factors. Further, BNY Advisors and its affiliates engage
a third party as an independent fiduciary to vote all proxies for BNY Mellon
securities and affiliated mutual fund securities.

All proxy voting proposals are reviewed, categorized, analyzed and voted in
accordance with the Voting Guidelines. These guidelines are reviewed
periodically and updated as necessary to reflect new issues and any changes in
our policies on specific issues. Items that can be categorized under the Voting
Guidelines will be voted in accordance with any applicable guidelines or
referred to the PPC, if the applicable guidelines so require. Proposals that
cannot be categorized under the Voting Guidelines will be referred to the PPC
for discussion and vote. Additionally, the PPC may review any proposal where it
has identified a particular company, industry or issue for special scrutiny.
With regard to voting proxies of foreign companies, Adviser weighs the cost of
voting, and potential inability to sell the securities (which may occur during
the voting process) against the benefit of voting the proxies to determine
whether or not to vote.

In evaluating proposals regarding incentive plans and restricted stock plans,
the PPC typically employs a shareholder value transfer model. This model seeks
to assess the amount of shareholder equity flowing out of the company to
executives as options are exercised. After determining the cost of the plan, the
PPC evaluates whether the cost is reasonable based on a number of factors,
including industry classification and historical performance information. The
PPC generally votes against proposals that permit the repricing or replacement
of stock options without shareholder approval or that are silent on repricing
and the company has a history of repricing stock options in a manner that the
PPC believes is detrimental to shareholders.

BNY Advisors will furnish a copy of its Proxy Voting Policy, any related
procedures, and its Voting Guidelines to each advisory client upon request. Upon
request, Adviser will also disclose to an advisory client the proxy voting
history for its account after the shareholder meeting has concluded.

A complete copy of the Proxy Policy may be obtained by writing to: Diane Leake
at 500 Grant Street, Suite 4200, Pittsburgh, PA 15258. The Trust is required to
disclose annually the Funds' complete proxy voting record on Form N-PX covering
the period from July 1 of one year through June 30 of the next and to file N-PX
with the SEC no later than August 31 of each year. The Funds' Form N-PX for the
period ending June 30, 2008 will be available through the Trust's website at
www.revenuesharesetfs.com. The Funds' Form N-PX will also be available on the
SEC's website at www.sec.gov.