EX-99.d.4

                             SUB-ADVISORY AGREEMENT

     AGREEMENT,  dated as of August 1, 2008 by and between VTL  Associates,  LLC
(the "Investment  Adviser"), a Pennsylvania limited liability company having its
principal  office and place of  business  at 2005 Market  Street,  One  Commerce
Square,  Philadelphia,  PA 19103, and Mellon Capital Management Corporation (the
"Sub-Adviser"),  an  indirect  wholly-owned  subsidiary  of The Bank of New York
Mellon  Corporation,  having its  principal  office and place of  business at 50
Fremont Street, Suite 3900, San Francisco, CA 94105.

     WHEREAS,  the  Investment  Adviser is registered  as an investment  adviser
under the Investment Advisers Act of 1940, as amended ("Advisers Act");

     WHEREAS,  the  Investment  Adviser has entered into an Investment  Advisory
Agreement  dated as of  January  25,  2008 with  RevenueShares  ETF  Trust  (the
"Trust") an investment  company  registered under the Investment  Company Act of
1940, as amended ("Investment Company Act");

     WHEREAS,  the Sub-Adviser is registered as an investment  adviser under the
Advisers Act;

     WHEREAS,  the Board of  Trustees  of the Trust and the  Investment  Adviser
desire  to  retain  the  Sub-Adviser  to render  investment  advisory  and other
services to the funds  specified  in Appendix A hereto,  as amended from time to
time, each a series of the Trust (each a "Fund" and collectively,  the "Funds"),
in the manner and on the terms hereinafter set forth;

     WHEREAS,  the  Investment  Adviser has the authority  under the  Investment
Advisory  Agreement,  subject to the  approval  of the Board of  Trustees of the
Trust (the "Board" or the "Trustees") to select sub-advisers for each Fund; and

     WHEREAS,  the  Sub-Adviser  is  willing  to furnish  such  services  to the
Investment Adviser and each Fund;

     NOW,  THEREFORE,  the  Investment  Adviser  and the  Sub-Adviser  agree  as
follows:

1.   APPOINTMENT OF THE SUB-ADVISER

     The  Investment  Adviser  hereby  appoints  the  Sub-Adviser  to  act  as a
sub-adviser  for each Fund,  subject to the  supervision  and  oversight  of the
Investment  Adviser and the Trustees of the Trust,  and in  accordance  with the
terms  and  conditions  of  this   Agreement.   Subject  to  any  other  written
instructions  of the  Investment  Adviser  or the Trust,  Sub-Adviser  is hereby
appointed  the Fund's  agent and  attorney-in-fact  for the limited  purposes of
executing account  documentation,  agreements,  contracts and other documents as
Sub-Adviser  shall be requested by brokers,  dealers,  counter parties and other
persons in connection with its management of the Fund's assets.

2.   ACCEPTANCE OF APPOINTMENT

     The Sub-Adviser  accepts that appointment and agrees to render the services
herein set forth, for the compensation herein provided. To the extent consistent
with the Services  described in Section 3,  Sub-Adviser  may purchase,  hold and
sell The Bank of New York  Mellon  Corporation  stock,  which is the stock of an
affiliate  of the  Sub-Adviser,  and  may do so  only  in  accordance  with  the
provisions  of the  Investment  Company  Act  and  any  regulations,  orders  or
interpretations  of  the  Securities  and  Exchange   Commission  or  its  Staff
thereunder.

     The assets of each Fund will be  maintained  in the  custody of a custodian
(who shall be identified by the  Investment  Adviser in writing).  Except to the
extent that such custodian is an affiliate or a separately identifiable division
of the  Sub-Adviser,  the  Sub-Adviser  will not have custody of any securities,
cash or other  assets of the Fund and will not be liable for any loss  resulting
from any act or omission of the custodian  other than acts or omissions  arising
in reliance on instructions of the Sub-Adviser.

3.   SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST

     A. Subject to the succeeding  provisions of this section, the oversight and
supervision  of the  Investment  Adviser  and the  direction  and control of the
Trust's  Board  of  Trustees,  the  Sub-Adviser  will  perform  certain  of  the
day-to-day  operations  of the  Funds  which  may  include  one or  more  of the
following services at the request of the Investment  Adviser.  As sub-adviser to
each Fund, the  Sub-Adviser  will manage the investment and  reinvestment of the
assets of the Fund and determine the  composition  of the assets of the Fund, in
accordance with the terms of this Agreement, the Fund's Prospectus and Statement
of Additional Information.

     B. As part of the services it will provide hereunder, the Sub-Adviser will:

          (i)  formulate  and  implement  a  continuous  investment  program and
     portfolio management compliance and reporting program for each Fund;

          (ii) take whatever steps it deems  necessary or advisable to implement
     the investment program for each Fund by arranging for the purchase and sale
     of securities and other investments;

          (iii) keep the  Investment  Adviser fully informed on an ongoing basis
     of all material facts  concerning the  investment and  reinvestment  of the
     assets of each Fund and the operations of the Sub-Adviser, make regular and
     periodic special written reports of such additional  information concerning
     the same as may reasonably be requested from time to time by the Investment
     Adviser  or the  Trustees  of the  Trust,  and  attend  meetings  with  the
     Investment Adviser and/or the Trustees, as reasonably requested, to discuss
     the foregoing;

          (iv)  Sub-Adviser  shall  promptly  notify the  Investment  Adviser of
     securities  in a Fund  for  which  fair  valuation  may be  required  or of
     significant  events that may require fair value pricing of all or a portion
     of a  Fund's  portfolio,  provide  advice  about  the  fair  value  of  all
     securities  and  other   investments/assets  in  the  Fund,  as  requested;
     provided,   however,  that  the  parties  acknowledge  that  the  Trust  is
     responsible for any fair value pricing; and

          (v) cooperate with and provide reasonable assistance to the Investment
     Adviser,  the  Trust's  administrator,  the Trust's  custodian  and foreign
     custodians,  the Trust's  transfer  agent and pricing  agents and all other
     agents and  representatives of the Trust and the Investment  Adviser,  keep
     all such  persons  fully  informed  as to such  matters as the  Sub-Adviser
     considers  in good  faith  to be  necessary  to the  performance  of  their
     obligations  to the  Trust  and  the  Investment  Adviser,  provide  prompt
     responses  to  reasonable  requests  made by such  persons and maintain any
     appropriate interfaces with each so as to promote the efficient exchange of
     information.

     C. In furnishing services  hereunder,  the Sub-Adviser shall be subject to,
and shall perform in accordance with the following:  (i) the currently effective
Prospectus  and Statement of Additional  Information of the Trust filed with the
U.S.  Securities and Exchange  Commission  ("SEC"), as the same may be hereafter
modified,   amended  and/or  supplemented   ("Prospectus  and  SAI");  (ii)  the
Investment  Company Act and the Advisers  Act and the rules under each,  and all
other federal and state laws or regulations  applicable to the Sub-Adviser,  the
Trust and the Fund(s);  (iii) any order or no-action letter of the SEC governing
the operation of the Trust, (iv) the Trust's compliance policies and procedures;
and (v) the written  instructions of the Investment  Adviser.  In the event that
the  Sub-Adviser  is unable to perform in accordance  with (iv) or (v), it shall
promptly so notify,  respectively,  the Trust's chief compliance  officer or the
Investment  Adviser.  Prior to the  commencement of the  Sub-Adviser's  services
hereunder,  the Investment  Adviser shall provide the  Sub-Adviser  with current
copies  of the  Prospectus  and SAI,  any order or  no-action  letter of the SEC
governing the operation of the Trust,  and the Trust's  compliance  policies and
procedures. The Investment Adviser further undertakes to provide the Sub-Adviser
with  copies  or  other  written  notice  of any  amendments,  modifications  or
supplements to any such  above-mentioned  document and Sub-Adviser will not need
to comply until such amendment,  modification or supplement has been provided to
the Sub-Adviser.

     D. The Sub-Adviser shall submit copies or summaries of its current policies
and procedures  adopted in accordance  with Rule 206(4)-7 under the Adviser Act,
and any of its other  policies or procedures

                                       2

required  to  comply  with  Rule  38a-1   under  the   Investment   Company  Act
(collectively, the "Sub-Adviser Compliance Procedures"), to the Trust's Board of
Trustees for approval pursuant to Rule 38a-1(a)(2) under the Investment  Company
Act.  The  Sub-Adviser  shall  furnish the  services  hereunder  to the Trust in
accordance with the Sub-Adviser Compliance Procedures.

     E.  The  Sub-Adviser,  at its  expense,  will  furnish:  (i) all  necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for them to faithfully  perform their duties under this Agreement;  and
(ii)  administrative  facilities,  including  recordkeeping,  and all  equipment
necessary  for the  efficient  conduct of the  Sub-Adviser's  duties  under this
Agreement.

     F. The  Sub-Adviser  will  select  brokers  and  dealers to effect all Fund
transactions  subject to the conditions set forth herein.  The Sub-Adviser  will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions,  if applicable.  The Sub-Adviser is directed at all times
to seek to execute transactions for each Fund (i) in accordance with any written
policies,  practices  or  procedures  that may be  established  by the  Board of
Trustees  or the  Investment  Adviser  from  time to time and  which  have  been
provided to the  Sub-Adviser,  (ii) as described in the Trust's  Prospectus  and
SAI,  and  (iii) in  accordance  with  applicable  federal  and  state  laws and
regulations.  In placing any orders for the purchase or sale of investments  for
each Fund, in the name of the Fund or its nominees,  the  Sub-Adviser  shall use
its best efforts to obtain for the Fund "best execution," considering all of the
circumstances,  and shall maintain  records  adequate to demonstrate  compliance
with this requirement.  In no instance will Fund securities be purchased from or
sold to the Sub-Adviser,  or any affiliated person thereof, except in accordance
with the Investment  Company Act, the Advisers Act and the rules under each, the
Trust's  Compliance Manual, and all other federal and state laws and regulations
applicable to the Trust and the Fund.

     G.  The   Sub-Adviser  is  not   authorized  to  engage  in   "soft-dollar"
transactions  permitted by Section 28(e) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), without the express written approval of the Adviser
or the Trust's Board of Trustees.

     H. On  occasions  when the  Sub-Adviser  deems  the  purchase  or sale of a
security to be in the best  interest of the Fund(s) as well as other  clients of
the Sub-Adviser,  the Sub-Adviser to the extent permitted by applicable laws and
regulations,  may, but shall be under no obligation to, aggregate the securities
to be  purchased or sold to attempt to obtain a fair and  reasonable  result and
efficient  execution,  provided that the Sub-Adviser  does not favor any account
over any other  account.  Allocation of the  securities so purchased or sold, as
well  as  the  expenses  incurred  in  the  transaction,  will  be  made  by the
Sub-Adviser  in the  manner  which  the  Sub-Adviser  considers  to be the  most
equitable and consistent with its fiduciary  obligations to each Fund and to its
other clients over time. The Investment  Adviser agrees that the Sub-Adviser and
its  affiliates  may give  advice and take  action in the  performance  of their
duties with  respect to any of their other  clients  that may differ from advice
given,  or the timing or nature of actions taken,  with respect to the Fund. The
Investment Adviser also acknowledges that the Sub-Adviser and its affiliates are
fiduciaries to other entities, some of which have the same or similar investment
objectives (and will hold the same or similar investments) as the Fund, and that
the  Sub-Adviser  will carry out its duties  hereunder  together with its duties
under such relationships.

     I. The  Sub-Adviser  will  maintain and preserve  all  accounts,  books and
records with respect to each Fund as are required of an investment  adviser of a
registered  investment  company  pursuant  to the  Investment  Company  Act  and
Advisers Act and the rules  thereunder and shall file with the SEC any report on
Form 13F or Schedule  13G  required by the  Exchange  Act,  with  respect to its
duties as are set forth herein.

     J. The  Sub-Adviser  will,  unless  and  until  otherwise  directed  by the
Investment  Adviser or the Board of  Trustees,  exercise  all rights of security
holders with respect to securities held by each Fund, including, but not limited
to:  voting  proxies in accordance  with the  Sub-Adviser's  then-current  proxy
voting policies  (provided such policies have been approved by the Trust's Board
of Trustees), and converting, tendering, exchanging or redeeming securities.

                                       3

4.   COMPENSATION OF SUB-ADVISER

     The  Investment  Adviser  will  pay the  Sub-Adviser  as  compensation  for
providing  services in accordance with this Agreement those fees as set forth in
Appendix  B. In  addition,  the  Investment  Adviser  shall be  responsible  for
extraordinary  expenses  incurred  by the  Sub-Adviser  in  connection  with the
performance of its duties hereunder,  including,  without  limitation,  expenses
incurred with respect to proxy voting execution, advice and reporting.

     In the event of termination of this Agreement, the fee provided in Appendix
B shall be computed on the basis of the period  ending on the last  business day
on which this Agreement is in effect,  subject to a pro rata adjustment based on
the number of days elapsed in the month as a  percentage  of the total number of
days in such month.

5.   LIABILITY AND INDEMNIFICATION

     A. Except as may otherwise be provided by the Investment Company Act or any
other federal  securities law,  neither the Sub-Adviser nor any of its officers,
members or employees (its "Affiliates") shall be liable for any losses,  claims,
damages, liabilities or litigation (including legal and other expenses) incurred
or suffered by the  Investment  Adviser or the Trust as a result of any error of
judgment by the Sub-Adviser or its Affiliates with respect to each Fund,  except
that nothing in this Agreement shall operate or purport to operate in any way to
exculpate,  waive or limit the liability of the  Sub-Adviser  or its  Affiliates
for, and the  Sub-Adviser  shall  indemnify  and hold  harmless  the Trust,  the
Investment  Adviser,  all  affiliated  persons  thereof  (within  the meaning of
Section 2(a)(3) of the Investment  Company Act) and all controlling  persons (as
described in Section 15 of the  Securities Act of 1933, as amended ("1933 Act"))
(collectively,  "Manager  Indemnitees")  against  any  and all  losses,  claims,
damages,  liabilities  or  litigation  (including  reasonable  legal  and  other
expenses) to which any of the Manager  Indemnitees  may become subject under the
1933 Act, the  Investment  Company  Act,  the  Advisers  Act, or under any other
statute, or common law or otherwise arising out of or based on (i) any breach by
the Sub-Adviser of a Sub-Adviser  representation  or warranty made herein,  (ii)
any willful  misconduct,  bad faith,  reckless  disregard or  negligence  of the
Sub-Adviser in the performance of any of its duties or obligations  hereunder or
(iii) any untrue  statement of a material  fact  contained in the  Prospectus or
SAI,  proxy  materials,  reports,  advertisements,  sales  literature,  or other
materials  pertaining to the Fund(s) or the omission to state therein a material
fact  known to the  Sub-Adviser  that  was  required  to be  stated  therein  or
necessary to make the statements  therein not  misleading,  if such statement or
omission  was made in reliance  upon  information  furnished  to the  Investment
Adviser or the Trust,  or the omission of such  information,  by the Sub-Adviser
Indemnitees (as defined below) for use therein.

     B. Except as may otherwise be provided by the Investment Company Act or any
other federal  securities  law, the Investment  Adviser shall indemnify and hold
harmless  the  Sub-Adviser,  its  officers,   employees,   consultants  and  all
affiliated  persons  thereof  (within  the  meaning  of  Section  2(a)(3) of the
Investment Company Act) and all controlling  persons (as described in Section 15
of the 1933 Act) (collectively,  "Sub-Adviser  Indemnitees") against any and all
losses, claims,  damages,  liabilities or litigation (including reasonable legal
and other  expenses)  to which any of the  Sub-Adviser  Indemnitees  may  become
subject  under the 1933 Act, the  Investment  Company Act, the Advisers  Act, or
under any other statute, at common law or otherwise,  arising out of or based on
this Agreement;  provided however, the Investment Adviser shall not indemnify or
hold  harmless the  Sub-Adviser  Indemnitees  for any losses,  claims,  damages,
liabilities  or  litigation  (including  reasonable  legal and  other  expenses)
arising out of or based on (i) any breach by the  Sub-Adviser  of a  Sub-Adviser
representation or warranty made herein, (ii) any willful misconduct,  bad faith,
reckless disregard or negligence of the Sub-Adviser in the performance of any of
its duties or obligations  hereunder or (iii) any untrue statement of a material
fact   contained  in  the   Prospectus  or  SAI,   proxy   materials,   reports,
advertisements,  sales literature,  or other materials pertaining to the Fund(s)
or the omission to state therein a material fact known to the  Sub-Adviser  that
was required to be stated  therein or necessary to make the  statements  therein
not  misleading,  if such  statement  or  omission  was  made in  reliance  upon
information furnished to the Investment Adviser or the Trust, or the omission of
such information, by the Sub-Adviser Indemnities for use therein.

     C. A party seeking  indemnification  hereunder  (the  "Indemnified  Party")
shall (i) provide prompt notice to the other of any claim ("Claim") for which it
intends to seek  indemnification,  (ii) grant  control  of

                                       4

the  defense  and /or  settlement  of the  Claim to the other  party,  and (iii)
cooperate with the other party in the defense  thereof.  The  Indemnified  Party
shall have the right at its own  expense to  participate  in the  defense of any
Claim, but shall not have the right to control the defense,  consent to judgment
or agree to the settlement of any Claim without the written consent of the other
party. The party providing the indemnification shall not consent to the entry of
any  judgment  or  enter  any  settlement  that  (i)  does  not  include,  as an
unconditional  term, the release by the claimant of all  liabilities  for Claims
against the  Indemnified  Party or (ii) which  otherwise  adversely  affects the
rights of the Indemnified Party.

     D.  Notwithstanding  anything in this  Agreement to the contrary  contained
herein,  the  Sub-Adviser  shall not be responsible or liable for its failure to
perform under this Agreement or for any losses to the Investment  Adviser or the
Trust resulting from any event beyond the reasonable  control of the Sub-Adviser
or its  agents,  including  but not limited to  nationalization,  expropriation,
devaluation,  seizure, or similar action by any governmental authority, de facto
or de jure; or enactment,  promulgation,  imposition or  enforcement by any such
governmental  authority of currency restrictions,  exchange controls,  levies or
other  charges  affecting the Trust's  property;  or the  breakdown,  failure or
malfunction  of any  utilities or  telecommunications  systems;  or any order or
regulation of any banking or  securities  industry  including  changes in market
rules  and  market   conditions   affecting   the  execution  or  settlement  of
transactions; or acts of war, terrorism,  insurrection or revolution; or acts of
God, or any other similar event.

6.   REPRESENTATIONS OF THE INVESTMENT ADVISER

     The Investment Adviser represents, warrants and agrees that:

     A. The Investment Adviser has been duly authorized by the Board of Trustees
of the Trust to delegate to the Sub-Adviser the provision of investment services
to each Fund as contemplated hereby.

     B. The Trust  has  adopted a  written  code of  ethics  complying  with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Sub-Adviser with a copy of such code of ethics.

     C. The Investment Adviser is currently in material  compliance and shall at
all times continue to be in material  compliance with the  requirements  imposed
upon the Investment Adviser by applicable law and regulations.

     D. The Investment  Adviser (i) will be registered as an investment  adviser
under the Advisers Act prior to the  commencement  of operation of the Funds and
thereafter  will  continue  to be so  registered  for so long as this  Agreement
remains in effect;  (ii) is not  prohibited by the  Investment  Company Act, the
Advisers  Act or other law,  regulation  or order from  performing  the services
contemplated by this Agreement;  (iii) has met and will seek to continue to meet
for so long as this  Agreement  is in effect,  any other  applicable  federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory  agency  necessary  to be met in order to perform  the  services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services  contemplated by this  Agreement;  and (v) will promptly notify the
Sub-Adviser of the occurrence of any event that would  disqualify the Investment
Adviser from serving as investment  manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise.

     E. The Investment Adviser  acknowledges receipt of Part II of Sub-Adviser's
Form ADV at least 48 hours prior to entering into this Agreement, as required by
Rule 204-3 under the Advisers Act.

     F. The Investment  Adviser shall provide (or cause the Trust's custodian to
provide)  timely  information to the  Sub-Adviser  regarding such matters as the
composition  of assets in the portion of each Fund  managed by the  Sub-Adviser,
cash requirements and cash available for investment in such portion of each such
Fund,  and  all  other  information  as  may be  reasonably  necessary  for  the
Sub-Adviser to perform its duties hereunder.

7.   REPRESENTATIONS OF THE SUB-ADVISER

     The Sub-Adviser represents, warrants and agrees as follows:

                                       5

     A. The  Sub-Adviser  (i) is registered  as an investment  adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect;  (ii) is not  prohibited by the  Investment  Company Act, the
Advisers  Act or other law,  regulation  or order from  performing  the services
contemplated by this Agreement;  (iii) has met and will seek to continue to meet
for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry
self-regulatory  agency  necessary  to be met in order to perform  the  services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services  contemplated by this  Agreement;  and (v) will promptly notify the
Investment  Adviser of the  occurrence  of any event that would  disqualify  the
Sub-Adviser  from  serving as an  investment  adviser of an  investment  company
pursuant  to  Section  9(a) of the  Investment  Company  Act or  otherwise.  The
Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it
is served or otherwise receives notice of any material action, suit, proceeding,
inquiry  or  investigation,  at  law  or in  equity,  before  or by  any  court,
government agency, self-regulatory organization, public board or body, involving
the affairs of the Fund(s) or the Sub-Adviser,  provided,  however, that routine
regulatory  examinations of the Sub-Adviser shall not be required to be reported
by this provision and the  Sub-Adviser  shall not be required to notify the Fund
of events subject to this  provision  until such time that it notifies its other
clients.

     B. The  Sub-Adviser  is currently in material  compliance  and shall at all
times continue to be in material  compliance with the requirements  imposed upon
the Sub-Adviser by applicable law and regulations.

     C. The Sub-Adviser has adopted a written code of ethics  complying with the
requirements  of Rule 17j-1  under the  Investment  Company  Act and Rule 204A-1
under the  Advisers Act and will  provide the  Investment  Adviser and the Board
with a copy of such code of ethics,  together  with  evidence  of its  adoption.
Within forty-five days of the end of the last calendar quarter of each year that
this Agreement is in effect, and as otherwise  requested,  the Sub-Adviser shall
certify to the  Investment  Adviser that the  Sub-Adviser  has complied with the
requirements  of Rule 17j-1 and Rule 204A-1  during the  previous  year and that
there has been no material  violation of the Sub-Adviser's code of ethics or, if
such a material  violation has occurred,  that  appropriate  action was taken in
response to such violation.  Upon the written request of the Investment Adviser,
the Sub-Adviser shall permit the Investment Adviser, its employees or its agents
to  examine  the  reports  required  to be  made  to  the  Sub-Adviser  by  Rule
17j-1(c)(1)   and  Rule  204A-1(b)  and  all  other  records   relevant  to  the
Sub-Adviser's code of ethics.

     D. The Sub-Adviser  has provided the Investment  Adviser with a copy of its
Form  ADV,  which  as of the  date of this  Agreement  is its  Form  ADV as most
recently  filed with the SEC and promptly will furnish a copy of all  amendments
to the Investment  Adviser on an annual basis. Such amendments shall reflect all
changes in the Sub-Adviser's  organizational  structure,  professional  staff or
other  significant  developments  affecting the Sub-Adviser,  as required by the
Advisers Act.

     E. The  Sub-Adviser  agrees to maintain an appropriate  level of errors and
omissions or professional liability insurance coverage.

     F. The  Sub-Adviser  agrees  that it will not  knowingly  in any way  refer
directly or  indirectly to its  relationship  with the Trust,  the Fund(s),  the
Investment Adviser or any of their respective affiliates in offering,  marketing
or other  promotional  materials  without  the  express  written  consent of the
Investment Adviser,  except as required by rule,  regulation or upon the request
of a governmental authority.

     G. Sub-Adviser  agrees not to consult with (i) other subadvisers to a Fund,
if any, (ii) other  subadvisers  to any other Fund of the Trust,  or (iii) other
subadvisers  to an  investment  company  under  common  control  with any  Fund,
concerning transactions for a Fund in securities or other assets.

     H. The Sub-Adviser  acknowledges that the Investment  Adviser and the Trust
intend to rely on Rule 17a-10,  Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the
Investment  Company Act,  and the  Sub-Adviser  hereby  agrees that it shall not
consult with any other  sub-adviser to the Trust with respect to transactions in
securities for the Trust's portfolio or any other transactions of Trust assets.

     I. The Sub-Adviser  maintains  commercially  reasonable business continuity
procedures.

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8.   NON-EXCLUSIVITY

     The services of the Sub-Adviser to the Investment Adviser,  the Fund(s) and
the Trust are not to be deemed to be  exclusive,  and the  Sub-Adviser  shall be
free to render investment  advisory or other services to others and to engage in
other activities.  It is understood and agreed that the Trustees,  officers, and
employees  of the  Sub-Adviser  are not  prohibited  from  engaging in any other
business  activity  or from  rendering  services  to any other  person,  or from
serving as partners,  officers,  Trustees,  trustees,  or employees of any other
firm or Trust.

9.   SUPPLEMENTAL ARRANGEMENTS

     The Sub-Adviser  may from time to time employ or associate  itself with any
person it  believes  to be  particularly  suited to assist it in  providing  the
services to be performed by such  Sub-Adviser  hereunder,  provided that no such
person  shall  perform  any  services  with  respect to the  Fund(s)  that would
constitute an assignment or require a written advisory agreement pursuant to the
Investment  Company Act. Any  compensation  payable to such persons shall be the
sole  responsibility of the Sub-Adviser,  and neither the Investment Adviser nor
the Trust shall have any obligations  with respect thereto or otherwise  arising
under the Agreement.

10.  REGULATION

     The Sub-Adviser  shall submit to all regulatory and  administrative  bodies
having  jurisdiction  over the services  provided pursuant to this Agreement any
information,  reports,  or other  material  that any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations and
shall  promptly  provide the Advisor and Trust with copies of such  information,
reports and materials.  Nothing in this Agreement  authorizes the Sub-Adviser to
waive any privilege to which the Trust or the Adviser may otherwise be entitled.
Sub-Adviser  shall not be liable for  damages  incurred by the Adviser or to the
Trust to the extent that it provides information pursuant to this Section 10.

11.  RECORDS

     The records relating to the services provided under this Agreement shall be
the  property of the Trust and shall be under its  control;  however,  the Trust
shall  furnish to the  Sub-Adviser  such  records  and permit it to retain  such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry  out its  business.  In the event of the  termination  of this
Agreement,  such other  records  shall  promptly be returned to the Trust by the
Sub-Adviser  free from any claim or retention of rights  therein,  provided that
the  Sub-Adviser  may  retain  any  such  records  that are  required  by law or
regulation.  The Investment  Adviser and the Sub-Adviser shall keep confidential
any information  obtained in connection  with its duties  hereunder and disclose
such  information  only if the Trust has authorized  such  disclosure or if such
disclosure  is expressly  required or requested by  applicable  federal or state
regulatory authorities,  or otherwise required by law in accordance with Section
10 of this  Agreement.  Nothing in this Agreement  authorizes the Sub-Adviser to
waive any privilege to which the Trust or the Adviser may otherwise be entitled.
Sub-Adviser  shall not be liable for  damages  incurred by the Adviser or to the
Trust to the extent that it provides information pursuant to this Section 11.

12.  DURATION OF AGREEMENT

This  Agreement  shall  become  effective  upon the date  first  above  written,
provided that this Agreement shall not take effect with respect to a Fund unless
it has first been approved: (i) by a vote of a majority of those trustees of the
Trust who are not  "interested  persons" (as defined in the  Investment  Company
Act) of any party to this Agreement ("Independent Trustees"),  cast in person at
a meeting called for the purpose of voting on such approval, and (ii) by vote of
a majority of the  outstanding  voting  securities (as defined in the Investment
Company Act)  ("Outstanding  Voting  Securities") of the Fund or as permitted by
Rule 2a-6 of the Investment Company Act. This Agreement shall continue in effect
for a period more than two years from the date of its execution  only so long as
such  continuance  is  specifically  approved at least  annually by the Board of
Trustees  provided that in such event such continuance shall also be approved by
the vote of a majority of the  Independent  Trustees cast in person at a meeting
called for the purpose of voting on such approval. Additional Funds may be added
to Appendix A by written agreement of the Investment Adviser and the Sub-Adviser
and only after the  approval by the Board of Trustees of the Trust,  including a
majority

                                       7

of the Independent Trustees,  cast in person at a meeting called for the purpose
of voting such approval  and, if required  under the  Investment  Company Act, a
majority of the Outstanding Voting Securities of the Fund.

13.  TERMINATION OF AGREEMENT

     This  Agreement  may be  terminated  with  respect to any Fund at any time,
without the payment of any penalty,  by the Board of Trustees,  by the vote of a
majority of the Outstanding Voting Securities of such Fund, or by the Investment
Adviser,  each on sixty (60) days written notice to the  Investment  Adviser and
the Sub-Adviser.  In addition,  this Agreement may be terminated with respect to
any  Fund by the  Sub-Adviser  upon  sixty  (60)  days'  written  notice  to the
Investment  Adviser.  This Agreement will automatically  terminate,  without the
payment of any penalty in the event the Investment  Advisory  Agreement  between
the  Investment  Adviser and the Trust is assigned (as defined in the Investment
Company  Act) or  terminates  for any other  reason.  This  Agreement  will also
terminate  upon  written  notice to the other  party that the other  party is in
material breach of this Agreement,  unless the other party in material breach of
this  Agreement  cures such breach to the reasonable  satisfaction  of the party
alleging  the  breach  within  thirty  (30)  days  after  written  notice.   Any
"assignment"  (as that term is defined in the  Investment  Company  Act) of this
Agreement  will  result  in  automatic   termination  of  this  Agreement.   The
Sub-Adviser  will  notify  the  Trust  and the  Investment  Adviser  of any such
assignment  and of any  changes in key  personnel  who are either the  portfolio
manager(s) of the Funds named in the Prospectus and/or SAI, or senior management
of the Sub-Adviser,  in each case prior to or promptly after,  such change.  The
Sub-Adviser agrees to bear all reasonable legal,  printing,  mailing,  proxy and
related expenses of the Trust and the Investment Adviser, if any, arising out of
an assignment of this Agreement by the Sub-Adviser.

14.  AMENDMENTS TO THE AGREEMENT

     Except to the extent  permitted  by (i) the  Investment  Company Act or the
rules or regulations  thereunder,  (ii) exemptive  relief granted by the SEC, or
(iii)  interpretation  of the SEC or its staff, this Agreement may be amended by
the parties with  respect to any Fund only if such  amendment,  if material,  is
specifically  approved  by the  vote of a  majority  of the  Outstanding  Voting
Securities  of such Fund (unless such  approval is not required by Section 15 of
the Investment Company Act or the rules thereunder, as interpreted by the SEC or
its  staff or  unless  the SEC has  granted  an  exemption  from  such  approval
requirement)  and by the vote of a majority of the Independent  Trustees cast in
person at a meeting  called  for the  purpose  of voting on such  approval.  The
required  shareholder  approval shall be effective with respect to the Fund if a
majority of the  Outstanding  Voting  Securities of the Fund vote to approve the
amendment,  notwithstanding  that the  amendment may not have been approved by a
majority of the Outstanding  Voting Securities of any other Fund affected by the
amendment or all the Funds of the Trust.

15.  ASSIGNMENT

     The  Sub-Adviser  shall not assign or transfer  its rights and  obligations
under this Agreement.  Any assignment (as that term is defined in the Investment
Company Act) of the Agreement shall result in the automatic  termination of this
Agreement,  as provided in Section 13 hereof.  Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the Trustees,  officers
or employees of the Sub-Adviser except as may be provided to the contrary in the
Investment Company Act or the rules or regulations thereunder.

16.  ENTIRE AGREEMENT

     This  Agreement  contains  the entire  understanding  and  agreement of the
parties with respect to each Fund.

17.  HEADINGS

     The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.

                                       8

18.  NOTICES

     All  notices  required  to be given  pursuant  to this  Agreement  shall be
delivered  or mailed to the address  listed  below of each  applicable  party in
person or by registered or certified mail or a private mail or delivery  service
providing  the sender with notice of receipt or such other  address as specified
in a notice duly given to the other parties. Notice shall be deemed given on the
date delivered or mailed in accordance with this paragraph.

     For:   Mellon Capital Management Corporation
            50 Fremont Street, Suite 3900
            San Francisco, CA 94105
            Attn:  Manager of Client Service

      or:    VTL Associates, LLC
             Attn:  Vincent T. Lowry
             One Commerce Square
             2005 Market Street, Suite 2020
             Philadelphia, PA  19103

19.  SEVERABILITY AND SURVIVAL

Should any portion of this Agreement for any reason be held to be void in law or
in equity, the Agreement shall be construed,  insofar as is possible, as if such
portion had never been contained herein. Sections 5, 11 and 20 shall survive the
termination of this Agreement.

20.  TRUST AND SHAREHOLDER LIABILITY

     The  Sub-Adviser  is hereby  expressly  put on notice of the  limitation of
shareholder   liability  as  set  forth  in  the  Declaration  and  agrees  that
obligations,  if any,  assumed by the Trust pursuant to this Agreement  shall be
limited in all cases to the Trust and its assets,  and if the liability  relates
to one or more  series,  the  obligations  hereunder  shall  be  limited  to the
respective assets of the Fund. The Sub-Adviser  further agrees that it shall not
seek satisfaction of any such obligation from the shareholders or any individual
shareholder of the Fund(s),  nor from the Trustees or any individual Director of
the  Trust.  The  assets  of a Fund  shall  be  available  only to  satisfy  the
liabilities and obligations of that Fund, and not the liabilities or obligations
of any other Fund. All obligations of the Funds under this agreement are several
and not joint,  and are included  together in this Agreement solely for the sake
of convenience.

21.  GOVERNING LAW

     The  provisions of this  Agreement  shall be construed and  interpreted  in
accordance  with the laws of the  State of New  York,  or any of the  applicable
provisions  of the  Investment  Company  Act. To the extent that the laws of the
State of New York,  or any of the  provisions in this  Agreement,  conflict with
applicable provisions of the Investment Company Act, the latter shall control.

22.  INTERPRETATION

     Any question of  interpretation  of any term or provision of this Agreement
having a  counterpart  in or  otherwise  derived from a term or provision of the
Investment  Company Act shall be resolved by reference to such term or provision
of the Investment  Company Act and to  interpretations  thereof,  if any, by the
United States courts or, in the absence of any controlling  decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment  Company  Act.  Specifically,  the terms  "vote of a majority  of the
outstanding  voting  securities,"   "interested   persons,"   "assignment,"  and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment  Company Act. In addition,  where the effect of a
requirement  of the  Investment  Company Act  reflected in any provision of this
Agreement  is  relaxed  by  a  rule,   regulation   or  order  of  the  SEC,  or
interpretation of this staff, whether of special or of general application, such
provision shall be deemed to incorporate the effect of such rule,  regulation or
order.

                                       9

23.  COUNTERPARTS

     This  Agreement  may be  executed  in  counterparts  each of which shall be
deemed to be an original and all of which,  taken  together,  shall be deemed to
constitute one and the same instrument.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers as of the date first mentioned above.


VTL ASSOCIATES, LLC                       MELLON CAPITAL MANAGEMENT CORPORATION


By: /s/ Vincent T. Lowry                  By: /s/ Brenda J. Oakley
Name: Vincent T. Lowry                    Name: Brenda J. Oakley
Title: President                          Title: EVP & Chief
                                                 Administrative Officer

                                       10



                                   APPENDIX A
                                       TO
                             SUB-ADVISORY AGREEMENT


RevenueShares Large Cap Fund

RevenueShares Mid Cap Fund

RevenueShares Small Cap Fund

                                       11

                                   APPENDIX B
                                       TO
                             SUB-ADVISORY AGREEMENT



SUB ADVISORY SERVICES - ANNUAL FEES - MELLON CAPITAL MANAGEMENT CORPORATION

     o    8.0 basis  points  (0.08%) per annum on the fund's  daily  average net
          assets up to $75 Million
     o    6.0 basis points (0.06%) per annum on the next $50 Million.
     o    3.0 basis points (0.03%) per annum on the excess

Minimum Annual Fees:

Each fund will be subject to the following minimum fee schedule:

                $35,000 minimum annual fee per fund.



The above Annual Fees will be billed  quarterly in arrears  based on the average
daily market value of each Fund or at the minimum rate applied pro rata.

                                       12