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RevenueShares ETF Trust

Cusip NYSE
RevenueShares Consumer Discretionary Sector Fund [ ] [ ]
RevenueShares Consumer Staples Sector Fund [ ] [ ]
RevenueShares Energy Sector Fund [ ] [ ]
RevenueShares Financials Sector Fund 761396506 RWW
RevenueShares Health Care Sector Fund [ ] [ ]
RevenueShares Industrials Sector Fund [ ] [ ]
RevenueShares Information Technology Sector Fund 761396407 RWY
RevenueShares Materials Sector Fund [ ] [ ]
RevenueShares Utilities Sector Fund [ ] [ ]

Prospectus

October 31, 2008

RevenueShares ETF Trust (the "Trust") is a registered investment company. This
Prospectus relates solely to the RevenueShares Consumer Discretionary Sector
Fund, RevenueShares Consumer Staples Sector Fund, RevenueShares Energy Sector
Fund, RevenueShares Financials Sector Fund, RevenueShares Health Care Sector
Fund, RevenueShares Industrials Sector Fund, RevenueShares Information
Technology Sector Fund, RevenueShares Materials Sector Fund and RevenueShares
Utilities Sector Fund (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.

You should consider a Fund's investment objectives, risks, charges and expenses
carefully before investing. For other information about the Funds, please call
1-877-738-8870 or visit www.revenuesharesetfs.com. Please read the Prospectus
carefully before investing.

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........................................................13

Fees and Expenses..................................................14

Management of the Funds............................................17

Shareholder Information............................................21

Creations, Redemptions and Transaction Fees........................23

Dividends, Distributions and Taxes.................................25

Other Information..................................................27

Additional Notices.................................................28

Financial Highlights...............................................30

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. Mellon Capital Management Corporation ("Mellon Capital") 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 Fund will
concentrate its investments in the industry represented by its benchmark index,
meaning that it may invest more than 25% of its total assets in that industry.
Each Fund is also non-diversified, meaning it may invest a greater proportion of
its total assets in shares of a particular issuer than a diversified fund.

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, subject to certain
tax diversification requirements. 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-weighting 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 Consumer Discretionary Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P 500(R)Consumer Discretionary Index by
investing in the constituent securities of the S&P 500(R)Consumer
Discretionary Index in the same proportions as the RevenueShares Consumer
Discretionary Sector Index.

The S&P 500(R)Consumer Discretionary Index is a stock market index comprised
of large cap companies that Standard & Poor's(R)deems to be part of the
Consumer Discretionary sector of the United States economy, using the Global
Industry Classification Standard. It is a subset of the S&P 500(R)Index and
includes those industries that tend to be the most sensitive to economic cycles.
Its manufacturing segment includes: automotive; household durable goods;
textiles and apparel; and leisure equipment. The services segment includes:
hotels; restaurants and other leisure facilities; media production and services;
and consumer retailing and services.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Consumer Discretionary companies included in the S&P 500(R)Consumer
Discretionary 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 Consumer Discretionary companies as companies that are included in
the S&P 500(R)Consumer Discretionary Index at the time of purchase. The Fund
will provide shareholders with at least 60 days' notice prior to any change in
this policy.

RevenueShares Consumer Staples Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P 500(R)Consumer Staples Index by investing in
the constituent securities of the S&P

500(R)Consumer Staples Index in the same proportions as the RevenueShares
Consumer Staples Sector Index.

The S&P 500(R)Consumer Staples Index is a stock market index comprised of
large cap companies that Standard & Poor's(R)deems to be part of the
Consumer Staples sector of the United States economy, using the Global Industry
Classification Standard. It is a subset of the S&P 500(R)Index and includes
companies whose businesses are less sensitive to economic cycles. It includes
manufacturers and distributors of food, beverages and tobacco and producers of
non-durable household goods and personal products. It also includes food and
drug retailing companies as well as hypermarkets and consumer super centers.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Consumer Staples companies included in the S&P 500(R)Consumer Staples
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
Consumer Staples companies as companies that are included in the S&P
500(R)Consumer Staples Index at the time of purchase. The Fund will provide
shareholders with at least 60 days' notice prior to any change in this policy.

RevenueShares Energy Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

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

The S&P 500(R)Energy Index is a stock market index comprised of large cap
companies that Standard & Poor's(R)deems to be part of the Energy sector of
the United States economy, using the Global Industry Classification Standard. It
is a subset of the S&P 500(R)Index and includes companies whose businesses
are dominated by either of the following activities: construction or provision
of oil rigs, drilling equipment and other energy related service and equipment,
including seismic data collection; and companies engaged in the exploration,
production, marketing, refining and/or transportation of oil and gas products,
coal and other consumable fuels.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Energy companies included in the S&P 500(R)Energy 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 Energy companies as
companies that are included in the S&P 500(R)Energy Index at the time of
purchase. The Fund will provide shareholders with at least 60 days' notice prior
to any change in this policy.

RevenueShares Financials Sector Fund

Exchange Trading Symbol: RWW Cusip Number: 761396506

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

The S&P 500(R)Financials Index is a stock market index comprised of large
cap companies that Standard & Poor's(R)deems to be part of the Financials
sector of the United States economy, using the Global Industry Classification
Standard. It is a subset of the S&P 500(R)Index and includes companies
involved in activities such as: banking; mortgage finance; consumer finance;
specialized finance; investment banking and brokerage; asset management and
custody; corporate lending; insurance; financial investment; and real estate,
including real estate investment trusts ("REITs").

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Financials companies included in the S&P 500(R) Financials 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 Financials
companies as companies that are included in the S&P 500(R)Financials Index
at the time of purchase. The Fund will provide shareholders with at least 60
days' notice prior to any change in this policy.

RevenueShares Health Care Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P 500(R)Health Care Index by investing in the
constituent securities of the S&P 500(R)Health Care Index in the same
proportions as the RevenueShares Health Care Sector Index.

The S&P 500(R)Health Care Index is a stock market index comprised of large
cap companies that Standard & Poor's(R)deems to be part of the Health Care
sector of the United States economy, using the Global Industry Classification
Standard. It is a subset of the S&P 500(R)Index and includes two main
industry groups. The first group includes companies who manufacture health care
equipment and supplies or provide health care related services, including
distributors of health care products, providers of basic health care services,
and owners and operators of health care facilities and organizations. The second
group includes companies primarily involved in the research, development,
production and marketing of pharmaceuticals and biotechnology products.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Health Care companies included in the S&P 500(R) Health Care 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 Health Care
companies as companies that are included in the S&P 500(R)Health Care Index
at the time of purchase. The Fund will provide shareholders with at least 60
days' notice prior to any change in this policy.

RevenueShares Industrials Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

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

The S&P 500(R)Industrials Index is a stock market index comprised of large
cap companies that Standard & Poor's(R)deems to be part of the Industrials
sector of the United States economy, using the Global Industry Classification
Standard. It is a subset of the S&P 500(R)Index and includes companies whose
businesses are dominated by one of the following activities: (1) the manufacture
and distribution of capital goods, including aerospace and defense,
construction, engineering and building products, electrical equipment and
industrial machinery; (2) the provision of commercial services and supplies,
including printing, employment, environmental and office services; and (3) the
provision of transportation services, including airlines, couriers, marine,
road, rail and transportation infrastructure.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Industrials companies included in the S&P 500(R) Industrials 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 Industrials
companies as companies that are included in the S&P 500(R)Industrials Index
at the time of purchase. The Fund will provide shareholders with at least 60
days' notice prior to any change in this policy.

RevenueShares Information Technology Sector Fund

Exchange Trading Symbol: RWY Cusip Number: 761396407

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P 500(R)Information Technology Index by
investing in the constituent securities of the S&P 500(R)Information
Technology Index in the same proportions as the RevenueShares Information
Technology Sector Index.

The S&P 500(R)Information Technology Index is a stock market index comprised
of large cap companies that Standard & Poor's(R)deems to be part of the
Information Technology sector of the United States economy, using the Global
Industry Classification Standard. It is a subset of the S&P 500(R)Index and
includes companies covering the following general areas: (1) technology software
and services, including companies that primarily develop software in various
fields such as the Internet, applications, systems, database management and/or
home entertainment, and companies that provide information technology consulting
and services, as well as data processing and outsourced services; (2) technology
hardware and equipment, including manufacturers and distributors of
communications equipment, computers and peripherals, electronic equipment and
related instruments; and (3) semiconductors and semiconductor equipment
manufacturers.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Information Technology companies included in the S&P 500(R)Information
Technology 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 Information Technology companies as companies that are included in
the S&P 500(R)Information Technology Index at the time of purchase. The Fund
will provide shareholders with at least 60 days' notice prior to any change in
this policy.

RevenueShares Materials Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

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

The S&P 500(R)Materials Index is a stock market index comprised of large cap
companies that Standard & Poor's(R)deems to be part of the Materials sector
of the United States economy, using the Global Industry Classification Standard.
It is a subset of the S&P 500(R) Index and encompasses a wide range of
commodity-related manufacturing industries. Included in this sector are
companies that manufacture chemicals, construction materials, glass, paper,
forest products and related packaging products, and metals, minerals and mining
companies, including producers of steel.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Materials companies included in the S&P 500(R) Materials 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 Materials
companies as companies that are included in the S&P 500(R)Materials Index at
the time of purchase. The Fund will provide shareholders with at least 60 days'
notice prior to any change in this policy.

RevenueShares Utilities Sector Fund

Exchange Trading Symbol: [ ] Cusip Number: [ ]

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

The S&P 500(R)Utilities Index is a stock market index comprised of large cap
companies that Standard & Poor's(R)deems to be part of the Utilities sector
of the United States economy, using the Global Industry Classification Standard.
It is a subset of the S&P 500(R) Index and encompasses those companies
considered electric, gas or water utilities, or companies that operate as
independent producers and/or distributors of power.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Utilities companies included in the S&P 500(R) Utilities 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 Utilities
companies as companies that are included in the S&P 500(R)Utilities Index 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 Sector 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. Quarterly rebalancing of the RevenueShares Sector Indexes in order to
meet certain tax diversification requirements may also cause a RevenueShares
Index or a Fund to underperform its corresponding S&P benchmark index.

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

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.

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.

Concentration Risk

Each Fund will be concentrated in the same industry as its corresponding
RevenueShares Sector Index. A Fund may be adversely affected by the performance
of those securities and may be subject to increased price volatility and may be
more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector or
asset class than may be the case for a fund that was not concentrated in a
particular industry.

Non-Diversification Risk

Each Fund is non-diversified and, as a result, may have greater volatility than
other diversified funds. Because a non-diversified fund may invest a larger
percentage of its assets in securities of a single company than diversified
funds, the performance of that company can have a substantial impact on a Fund's
Share price. Each Fund intends to maintain the required level of diversification
so as to qualify as a "regulated investment company" for purposes of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), in
order to avoid liability for federal income tax to the extent that its earnings
are distributed to shareholders. Compliance with diversification requirements of
the Internal Revenue Code could limit the investment flexibility of a Fund.

Risks Specific to Each Fund

Consumer Discretionary Sector Risk (RevenueShares Consumer Discretionary Sector
Fund)

The success of consumer product manufacturers and retailers is tied closely to
the performance of the overall domestic and international economy, interest
rates and consumer confidence. Success depends heavily on disposable household
income and consumer spending. Changes in demographics and consumer tastes can
also affect the demand for, and success of, consumer products and services in
the marketplace.

Consumer Staples Sector Risk (RevenueShares Consumer Staples Sector Fund)

Companies in the Consumer Staples sector are subject to government regulation
affecting the permissibility of using various food additives and production
methods. These regulations could affect company profitability. Tobacco companies
may be adversely affected by the adoption of proposed legislation and/or by
litigation. Also, the success of food, beverage, household and personal products
companies may be strongly affected by fads, marketing campaigns and other
factors affecting supply and demand.

Energy Sector Risk (RevenueShares Energy Sector Fund)

Energy companies in the RevenueShares Energy Sector Index develop and produce
crude oil and natural gas and provide drilling and other energy resources
production and distribution related services. Stock prices for these types of
companies are affected by supply and demand both for their specific product or
service and for energy products in general. The price of oil and gas,
exploration and production spending, government regulation, world events and
economic conditions will likewise affect the performance of these companies.
Correspondingly, securities of companies in the energy field are subject to
swift price and supply fluctuations caused by events relating to international
politics, energy conservation, the success of exploration projects, and tax and
other governmental regulatory policies. Weak demand for the companies' products
or services or for energy products and services in general, as well as negative
developments in these other areas, would adversely impact the Fund's
performance.

Financials Sector Risk (RevenueShares Financials Sector Fund)

cost of capital funds, and can fluctuate significantly when interest rates
change or due to increased competition. Credit losses resulting from financial
difficulties of borrowers and financial losses associated with investment
activities can negatively impact the sector. Insurance companies may be subject
to severe price competition and adversely affected by natural disasters. Adverse
economic, business or political developments affecting real estate could have a
major effect on the value of real estate securities (which include REITs).

Health Care Sector Risk (RevenueShares Health Care Sector Fund)

Companies in the healthcare sector are heavily dependent on patent protection.
The expiration of patents may adversely affect the profitability of the
companies. Health care companies are also subject to extensive litigation based
on product liability and similar claims. Many new products are subject to
approval of the Food and Drug Administration. The process of obtaining such
approval can be long and costly. Health care companies are also subject to
competitive forces that may make it difficult to raise prices and, in fact, may
result in price discounting.

Industrials Sector Risk (RevenueShares Industrials Sector Fund)

Stock prices for the types of companies included in this industry are affected
by supply and demand both for their specific product or service and for
industrials sector products in general. Government regulation, world events and
economic conditions will likewise affect the performance of these companies.
Transportation stocks are cyclical and have occasional sharp price movements
which may result from changes in the economy, fuel prices, labor agreement and
insurance costs.

Information Technology Sector Risk (RevenueShares Information Technology Sector
Fund)

Technology companies face intense competition, both domestically and
internationally, which may have an adverse effect on profit margins. The
products of technology companies may face product obsolescence or relatively
short product life cycles due to rapid technological developments and frequent
new product introduction. Technology companies may face dramatic and often
unpredictable changes in growth rates and competition for the services of
qualified personnel. Companies in the technology sector are heavily dependent on
patent and intellectual property rights. The loss or impairment of these rights
may adversely affect the profitability of these companies.

Materials Sector Risk (RevenueShares Materials Sector Fund)

Many companies in this sector are significantly affected by the level and
volatility of commodity prices, the exchange value of the dollar, import
controls, and worldwide competition. At times, worldwide production of
industrial materials has exceeded demand as a result of over-building or
economic downturns, leading to poor investment returns or losses. Other risks
may include liability for environmental damage, depletion of resources, and
mandated expenditures for safety and pollution control. The success of equipment
manufacturing and distribution companies is closely tied to overall capital
spending levels, which are influenced by an individual company's profitability
and broader factors such as interest rates and cross-border competition. This
sector may also be affected by economic cycles, technical progress, labor
relations, and government regulations.

Utilities Sector Risk (RevenueShares Utilities Sector Fund)

The rates that traditional regulated utility companies may charge their
customers generally are subject to review and limitation by governmental
regulatory commissions. Although rate changes of a utility usually fluctuate in
approximate correlation with financing costs due to political and regulatory
factors, rate changes ordinarily occur only following a delay after the changes
in financing costs. This factor will tend to favorably affect a regulated
utility company's earnings and dividends in times of decreasing costs, but
conversely, will tend to adversely affect earnings and dividends when costs are
rising. The value of regulated utility debt securities (and, to a lesser extent,
equity securities) tends to have an inverse relationship to the movement of
interest rates. Certain utility companies have experienced full or partial
deregulation in recent years. These utility companies are frequently more
similar to industrial companies in that they are subject to greater competition
and have been permitted by regulators to diversify outside of their original
geographic regions and their traditional lines of business. These opportunities
may permit certain utility companies to earn more than their traditional
regulated rates of return. Some companies, however, may be forced to defend
their core business and may be less profitable.

Among the risks that may affect utility companies are the following: risks of
increases in fuel and other operating costs; the high cost of borrowing to
finance capital construction during inflationary periods; restrictions on
operations and increased costs and delays associated with compliance with
environmental and nuclear safety regulations; and the difficulties involved in
obtaining natural gas for resale or fuel for generating electricity at
reasonable prices. Other risks include those related to the construction and
operation of nuclear power plants; the effects of energy conservation and the
effects of regulatory changes.

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.

--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Consumer Consumer Energy Financials Health
Discretionary Staples Sector Sector Sector Care Sector
Sector Fund Fund Fund Fund Fund
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Shareholder Fees (fees paid directly from
investments in Creation Units)(1)
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Creation Transaction Fees
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Through NSCC $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Outside NSCC and Custom Orders up to up to up to up to up to
$10,000 $10,000 $10,000 $10,000 $10,000
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Redemption Transaction Fees
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Through NSCC $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Outside NSCC and Custom Orders up to up to up to up to up to
$10,000 $10,000 $10,000 $10,000 $10,000
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Management Fees 0.45% 0.45% 0.45% 0.45% 0.45%
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Distribution and/or Service (12b-1) Fees (2) 0.00% 0.00% 0.00% 0.00% 0.00%
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Other Expenses (3) 0.78% 0.78% 0.78% 0.78% 0.78%
---- ---- ----- ---- ----
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Total Annual Fund Operating Expenses 1.23% 1.23% 1.23% 1.23% 1.23%
---- ---- ---- ---- ----
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Less Management Fee Waiver/Expense (0.74%) (0.74%) (0.74%) (0.74%) (0.74%)
Reimbursement (4)
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------
Net Annual Fund Operating Expenses 0.49% 0.49% 0.49% 0.49% 0.49%
==== ==== ==== ==== ====
--------------------------------------------------- -------------- ------------- ------------ ------------ -------------

--------------------------------------------------- --------------- ------------ ------------ ------------
Industrials Information Materials Utilities
Sector Technology Sector Sector
Fund Sector Fund Fund Fund
--------------------------------------------------- --------------- ------------ ------------ ------------
Shareholder Fees (fees paid directly from
investments in Creation Units)(1)
--------------------------------------------------- --------------- ------------ ------------ ------------
Creation Transaction Fees
--------------------------------------------------- --------------- ------------ ------------ ------------
Through NSCC $ 2,500 $ 2,500 $ 2,500 $ 2,500
--------------------------------------------------- --------------- ------------ ------------ ------------
Outside NSCC and Custom Orders up to up to up to up to
$10,000 $10,000 $10,000 $10,000
--------------------------------------------------- --------------- ------------ ------------ ------------
Redemption Transaction Fees
--------------------------------------------------- --------------- ------------ ------------ ------------
Through NSCC $ 2,500 $ 2,500 $ 2,500 $ 2,500
--------------------------------------------------- --------------- ------------ ------------ ------------
Outside NSCC and Custom Orders up to up to up to up to
$10,000 $10,000 $10,000 $10,000
--------------------------------------------------- --------------- ------------ ------------ ------------
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
--------------------------------------------------- --------------- ------------ ------------ ------------
Management Fees 0.45% 0.45% 0.45% 0.45%
--------------------------------------------------- --------------- ------------ ------------ ------------
Distribution and/or Service (12b-1) Fees (2) 0.00% 0.00% 0.00% 0.00%
--------------------------------------------------- --------------- ------------ ------------ ------------
Other Expenses (3) 0.78% 0.78% 0.78% 0.78%
---- ---- ---- ----
--------------------------------------------------- --------------- ------------ ------------ ------------
Total Annual Fund Operating Expenses 1.23% 1.23% 1.23% 1.23%
---- ---- ---- ----
--------------------------------------------------- --------------- ------------ ------------ ------------
Less Management Fee Waiver/Expense (0.74%) (0.74%) (0.74%) (0.74%)
Reimbursement (4)
--------------------------------------------------- --------------- ------------ ------------ ------------
Net Annual Fund Operating Expenses 0.49% 0.49% 0.49% 0.49%
==== ==== ==== ====
--------------------------------------------------- --------------- ------------ ------------ ------------

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 Consumer Discretionary Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Consumer Staples Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Energy Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Financials Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Health Care Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Industrials Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Information Technology Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Materials Sector Fund $50 $317
----------------------------------------------------------------------- --------
RevenueShares Utilities Sector Fund $50 $317
----------------------------------------------------------------------- --------

(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 will not do so for
at least one year from the date of this Prospectus.

(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 is
charged to each purchaser of Creation Units.(1) The following chart describes
the standard creation transaction fee for each Fund.

------------------------------------------------------------------ -------------

------------------------------------------------------------------ -------------
RevenueShares Consumer Discretionary Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Consumer Staples Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Energy Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Financials Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Health Care Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Industrials Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Information Technology Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Materials Sector Fund $2,500
------------------------------------------------------------------ -------------
RevenueShares Utilities Sector Fund $2,500
------------------------------------------------------------------ -------------

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 $1,250,000. An investor
who holds Creation Units and wishes to redeem at NAV would also pay a standard
redemption transaction fee on the date of such redemption(s), regardless of the
number of Creation Units redeemed that day. The following chart describes the
standard redemption fee for each Fund.

------------------------------------------------------------------ -------------

-------------------------------------------------------- ------------ ----------
1 Year 3 Years
-------------------------------------------------------- ------------ ----------
RevenueShares Consumer Discretionary Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Consumer Staples Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Energy Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Financials Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Health Care Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Industrials Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Information Technology Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Materials Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------
RevenueShares Utilities Sector Fund $11,263 $44,623
-------------------------------------------------------- ------------ ----------

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.

Mellon Capital acts as the sub-adviser for each Fund pursuant to a sub-advisory
agreement with VTL (the "Sub-Advisory Agreement "). Mellon Capital is an
indirect wholly-owned subsidiary of The Bank of New York Mellon Corporation, a
Delaware corporation, with its principal offices located at 50 Fremont Street,
Suite 3900, San Francisco, California 94105. Mellon Capital is compensated for
its services from the management fees paid to VTL by the Trust. Mellon Capital
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 of 0.45% of the Fund's
average daily net assets. 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 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; Rule 12b-1 fees (if any);
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 an arrangement with Pacer Financial Inc., the Funds' wholesaler. VTL, at
its own expense, also pays Foreside Fund Services, LLC ("Foreside" or, the
"Distributor") a fee for certain distribution-related services. Neither of these
entities sells 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 Semi-Annual
Report to Shareholders for the period ending December 31, 2008.

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.

Investment decisions for each of the Funds are made by a team of portfolio
managers. The individual members of Mellon Capital's East Coast Equity Index
Strategies team responsible for the day-to-day management of the equity
portfolios are Denise Krisko and Steven Wetter.

Ms. Krisko is a Managing Director and Co-Head of the Equity Index Management and
Head of East Coast Equity Index Strategies for Mellon Capital with over 15 years
of investment experience. She was also a Managing Director of The Bank of New
York and Head of Equity Index Strategies for BNY Investment Advisors since
August of 2005. Prior to joining The Bank of New York, from 2000 to 2004, Ms.
Krisko held various senior investment positions with Deutsche Asset Management
and Northern Trust, including quantitative strategies director, senior portfolio
manager and trader. From 1991 to 2000, she 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 her MBA from Villanova University.

Mr. Wetter is a Vice President and Senior Portfolio Manager of Equity Index
Strategies, obtained his MBA from New York University, Stern School of Business
and has 20 years of investment experience. Prior to joining the team, he worked
as portfolio manager and trader at Bankers Trust and continued in that role as
the division was sold to Deutsche Bank in 1999 and Northern Trust in 2003.
Previously Mr. Wetter held positions in the financial industry as part of the
International Equity team at Scudder Stevens and Clark.

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.

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, subject
to certain asset diversification requirements implemented on the last day of
each calendar quarter, as necessary, to allow the Funds to qualify as regulated
investment companies under the Internal Revenue Code. For more detailed
information, see "Asset Diversification Rebalancing" in the SAI. 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, and quarterly, as
necessary, to satisfy asset diversification requirements. Outside of the annual
rebalancing and any rebalancing to meet asset diversification requirements, 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 Mellon ("BNY Mellon"), an affiliate of Mellon Capital, 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
Mellon provides necessary administrative, tax, accounting services, and
financial reporting for the maintenance and operations of the Trust and each
Fund. In addition, BNY Mellon makes available the office space, equipment,
personnel and facilities required to provide such services.

Under the Custody Agreement with the Trust, BNY Mellon 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
Mellon is required, upon the order of the Trust, to deliver securities held by
BNY Mellon 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 Mellon
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 Mellon 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 Mellon.

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.

Other Service Providers

Foreside Compliance Services, LLC ("FCS"), an affiliate of the Distributor,
provides an Anti-Money Laundering Officer and Chief Compliance Officer as well
as certain additional compliance support functions to the Funds. Foreside
Management Services, LLC ("FMS"), an affiliate of the Distributor, provides a
Principal Financial Officer to the Funds. The Distributor, FCS and FMS are not
affiliated with the investment adviser or sub-adviser or with BNY Mellon or its
affiliates.

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.

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 (the "Redemption Transaction Fee"), as
described above, 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 each year 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. A Fund may distribute such income dividends and capital gains
more frequently, if necessary, in order to reduce or eliminate federal excise or
income taxes on the Fund. 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 are a taxable investor and 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. With respect to taxable years of a
Fund beginning before January 1, 2011, unless such provision is extended or made
permanent, a portion of income dividends paid to individual shareholders and
designated by a Fund may be qualified dividend income eligible for taxation at
long-term capital gain rates provided certain holding period requirements are
met.

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 Fund
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.

Backup 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 tax at
a 30% or lower treaty rate and U.S. estate tax and are subject to special U.S.
tax certification requirements to avoid backup withholding and claim any treaty
benefits. Exemptions from U.S. withholding tax are provided for capital gain
dividends paid by a Fund from long-term capital gains and, with respect to
taxable years of a Fund that begin before January 1, 2010 (sunset date),
interest-related dividends paid by a Fund from its qualified net interest income
from U.S. sources and short-term capital gain dividends. However,
notwithstanding such exemptions from U.S. withholding at the source, any such
dividends and distributions of income and capital gains 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.

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 Mellon 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.

NASDAQ official closing price. When price quotes are not readily available,
securities will be valued at fair value pursuant to procedures established by
the Board of Trustees.

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

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 tax and audit services.

Financial Highlights

No financial information is presented for the Funds, as the Funds had not
commenced investment operations as of the date of this Prospectus.

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

Annual/Semi-Annual Reports
RevenueShares ETF Trust
Additional information about each Fund's investments
will be available in the Fund's annual and semi-annual RevenueShares Consumer Discretionary Sector Fund
reports to shareholders. As of the date of this RevenueShares Consumer Staples Sector Fund
prospectus, annual and semi-annual reports are not yet RevenueShares Energy Sector Fund
available because the Funds have not commenced RevenueShares Financials Sector Fund
operations. RevenueShares Health Care Sector Fund
RevenueShares Industrials Sector Fund
Statement of Additional Information (SAI) RevenueShares Information Technology Sector Fund
RevenueShares Materials Sector Fund
The SAI provides more detailed information about the RevenueShares Utilities Sector Fund
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 Prospectus
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:

October 31, 2008

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.

Distributor
Foreside Fund Services, LLC
http://www.foresides.com

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

RevenueShares ETF Trust

Cusip NYSE
RevenueShares Large Cap Fund 761396100 RWL
RevenueShares Mid Cap Fund 761396209 RWK
RevenueShares Small Cap Fund 761396308 RWJ
RevenueShares Financials Sector Fund 761396506 RWW
RevenueShares ADR Fund 761396605 RTR
RevenueShares Navellier Overall A-100 Fund 761396704 RWV

Prospectus

October 31, 2008

RevenueShares ETF Trust (the "Trust") is a registered investment company. This
Prospectus relates solely to the RevenueShares Large Cap Fund, RevenueShares Mid
Cap Fund, RevenueShares Small Cap Fund, RevenueShares Financials Sector Fund,
RevenueShares ADR Fund and the RevenueShares Navellier Overall A-100 Fund (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.

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

TABLE OF CONTENTS

Page

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

Performance.........................................................12

Fees and Expenses...................................................13

Management of the Funds.............................................16

Shareholder Information.............................................21

Creations, Redemptions and Transaction Fees.........................22

Dividends, Distributions and Taxes..................................24

Other Information...................................................27

Additional Notices..................................................28

Financial Highlights................................................30

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. Mellon Capital Management Corporation ("Mellon Capital") 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 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. The RevenueShares
Financials Sector Fund will concentrate its investments in the industry
represented by its benchmark index, meaning that it may invest more than 25% of
its total assets in that industry. The RevenueShares Financials Sector Fund is
also non-diversified, meaning it may invest a greater proportion of its total
assets in shares of a particular issuer than a diversified fund.

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

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 new securities are added to or deleted from a benchmark index.

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.

RevenueShares Financials Sector Fund

Exchange Trading Symbol: RWW Cusip Number: 761396506

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

specialized finance; investment banking and brokerage; asset management and
custody; corporate lending; insurance; financial investment; and real estate,
including real estate investment trusts ("REITs").

Under normal circumstances, the Fund will invest at least 80% of its net assets
in Financials companies included in the S&P 500(R)Financials 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 Financials
companies as companies that are included in the S&P 500(R)Financials Index
at the time of purchase. The Fund will provide shareholders with at least 60
days' notice prior to any change in this policy.

RevenueShares ADR Fund

Exchange Trading Symbol: RTR Cusip Number: 761396605

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the S&P ADR Index by investing in the constituent
securities of the S&P ADR Index in the same proportions as the RevenueShares
ADR Index. The RevenueShares ADR Index is constructed using a rules-driven
methodology, which re-weights the constituent securities of the S&P ADR
Index according to the revenue earned by the companies in that index, subject to
certain tax diversification requirements. The resulting RevenueShares ADR Index
contains the same securities as the S&P ADR Index, but in different
proportions.

The S&P ADR Index is a U.S. dollar denominated version of the S&P Global
1200 Ex U.S. Index and is based on the non-U.S. stocks of the S&P Global
1200. American Depositary Receipts ("ADRs") are certificates that represent a
U.S. dollar denominated equity ownership in a foreign company and offer U.S.
investors the same economic benefits enjoyed by the shareholders of that
company. Typically, ADRs are listed and traded on U.S. exchanges and trade in
U.S. dollars just like any other U.S.-domiciled security. Since not all foreign
companies offer ADR programs, the S&P ADR Index is made up of those
companies from the S&P Global 1200 who make available ADRs that are offered
or listed on a U.S. exchange, global shares or, in the case of Canadian
equities, ordinary shares, all of which are traded on a U.S. exchange.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in ADRs included in the S&P ADR 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 will provide shareholders with at least
60 days' notice prior to any change in this policy.

RevenueShares Navellier Overall A-100 Fund

Exchange Trading Symbol: RWV Cusip Number: 761396704

The Fund seeks to achieve its investment objective of outperforming the total
return performance of the Navellier Overall A-100 Index by investing in the
constituent securities of the Navellier Overall A-100 Index in the same
proportions as the RevenueShares Navellier Overall A-100 Index.

The Navellier Overall A-100 Index is a stock market index that seeks to identify
and represent the performance of the 100 highest quality stocks of the U.S.
domestic equity market based on a

proprietary quantitative investment methodology assembled and maintained by
Navellier & Associates, Inc. ("Navellier") that combines portfolio theory
with the following equally weighted fundamental factors: sales growth; operating
margin growth; earnings per share growth; earnings revisions; earnings surprise;
earnings momentum; return on equity; and free cash flow. Navellier is not
affiliated with the Funds or their investment advisers.

Under normal circumstances, the Fund will invest at least 80% of its net assets
in companies included in the Navellier Overall A-100 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 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
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 benchmark index. This approach may cause a RevenueShares Index or
a Fund to underperform its corresponding 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 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. Quarterly rebalancing of the RevenueShares Indexes in order to meet
certain tax diversification requirements may also cause a RevenueShares Index or
a Fund to underperform its corresponding benchmark index.

Stock Market Risk

Market Trading Risks

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

Non-Correlation Risk

if it purchased all of the stocks in the corresponding RevenueShares Index with
the same weightings as the corresponding RevenueShares Index.

Risks Specific to Each Fund

Increased Volatility (RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund,
RevenueShares ADR Fund and RevenueShares Navellier Overall A-100 Fund)

The RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund, RevenueShares ADR
Fund and RevenueShares Navellier Overall A-100 Fund are subject to certain risks
associated with increased volatility in the price of small and medium
capitalization companies (including those trading as global shares) and ADRs.
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 and medium capitalization companies (including those trading as global
shares) and ADRs, 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 a Fund's benchmark index
(and its corresponding RevenueShares Index), the Funds cannot predict when and
how these changes will impact the market price and NAV of a Fund.

Small and Medium Capitalization Stock Risk (RevenueShares Mid Cap Fund,
RevenueShares Small Cap Fund and RevenueShares Navellier Overall A-100 Fund)

The RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund and RevenueShares
Navellier Overall A-100 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 Mid Cap and Small Cap 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.

Concentration Risk (RevenueShares Financials Sector Fund, RevenueShares ADR Fund
and RevenueShares Navellier Overall A-100 Fund)

From time to time, because each of the RevenueShares Financials Sector Fund,
RevenueShares ADR Fund and the RevenueShares Navellier Overall A-100 Fund's
corresponding benchmark index may be concentrated, the Fund may be concentrated.
A Fund may be adversely affected by the performance of the securities in a
particular industry and may be subject to increased price volatility and may be
more susceptible to adverse economic, market, political or regulatory
occurrences affecting that market, industry, group of industries, sector or
asset class than may be the case for a fund that was not concentrated in a
particular industry.

Non-Diversification Risk (RevenueShares Financials Sector Fund, RevenueShares
ADR Fund and RevenueShares Navellier Overall A-100 Fund)

Each of the RevenueShares Financials Sector Fund, RevenueShares ADR Fund and the
RevenueShares Navellier Overall A-100 Fund is non-diversified and, as a result,
may have greater volatility than other diversified funds. Because a
non-diversified fund may invest a larger percentage of its assets in securities
of a single company than diversified funds, the performance of that company can
have a substantial impact on a Fund's Share price. Each Fund intends to maintain
the required level of diversification so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), in order to avoid liability for federal
income tax to the extent that its earnings are distributed to shareholders.
Compliance with diversification requirements of the Internal Revenue Code could
limit the investment flexibility of a Fund.

Financials Sector Risk (RevenueShares Financials Sector Fund)

Financial services companies are subject to extensive governmental regulation
which may limit both the amounts and types of loans and other financial
commitments they can make, and the interest rates and fees they can charge.
Profitability is largely dependent on the availability and cost of capital
funds, and can fluctuate significantly when interest rates change or due to
increased competition. Credit losses resulting from financial difficulties of
borrowers and financial losses associated with investment activities can
negatively impact the sector. Insurance companies may be subject to severe price
competition and adversely affected by natural disasters. Adverse economic,
business or political developments affecting real estate could have a major
effect on the value of real estate securities (which include REITs).

ADR Risk (RevenueShares ADR Fund)

The RevenueShares ADR Fund holds the securities of foreign companies in the form
of ADRs, global shares or, in the case of Canadian equities, ordinary shares.
Global shares are the actual (ordinary) shares of a non-U.S. company, which
trade both in the home market and the U.S and are represented by the same share
certificate in both the U.S. and the home market. Global shares may also be
eligible to list on exchanges in addition to the United States and home country.
ADRs are receipts typically issued by an American bank or trust company that
evidence ownership of underlying securities issued by a foreign corporation.
Generally, ADRs

are designed for use in the U.S. securities markets. Separate registrars in the
United States and home country are maintained. In most cases, purchases
occurring on a U.S. exchange would be reflected on the U.S. Registrar.

The underlying securities of the ADRs in the Fund's portfolio are usually
denominated or quoted in currencies other than the U.S. dollar. Global shares
may trade in their home market in currencies other than the U.S. dollar. Changes
in foreign currency exchange rates affect the value of the ADR or global shares
and, therefore, the value of the Fund's portfolio. Generally, when the U.S.
dollar rises in value against a foreign currency, a security denominated in that
currency loses value because the currency is worth fewer U.S. dollars.
Conversely, when the U.S. dollar decreases in value against a foreign currency,
a security denominated in that currency gains value because the currency is
worth more U.S. dollars. This risk, generally known as "currency risk," means
that a strong U.S. dollar will reduce returns for U.S. investors while a weak
U.S. dollar will increase those returns.

In addition, although the ADRs, global shares and ordinary shares in which the
Fund invests are listed on major U.S. exchanges, there can be no assurance that
a market for these securities will be made or maintained or that any such market
will be or remain liquid. The price at which the Fund's securities may be sold
and the value of the Fund's Shares will be adversely affected if trading markets
for the securities are limited or absent or if bid/ask spreads are wide.

Foreign Market Risk (RevenueShares ADR Fund)

Since global shares and the underlying securities of ADRs in the RevenueShares
ADR Fund's portfolio trade on foreign exchanges at times when the U.S. markets
are not open for trading, the value of the ADRs representing those underlying
securities may change materially at times when the U.S. markets are not open for
trading, regardless of whether there is an active U.S. market for Shares of the
Fund.

Growth Style Investing (RevenueShares Navellier Overall A-100 Fund)

The investment methodology used to select securities in the Navellier Overall
A-100 Index involves a growth strategy. Growth stock prices reflect projections
of future earnings or revenues, and can, therefore, fall dramatically if the
company fails to meet those projections. Growth stocks may be more expensive
relative to their current earnings or assets compared to value or other stocks,
and if earnings growth expectations moderate, their valuations may return to
more typical levels, causing their stock prices to fall. Prices of these
companies' securities may be more volatile than other securities, particularly
over the short term.

Portfolio Turnover Risk (RevenueShares Navellier Overall A-100 Fund)

Because the Navellier Overall A-100 Index is reconstituted quarterly, the
RevenueShares Navellier Overall A-100 Fund may experience portfolio turnover in
excess of 100%. Portfolio turnover may involve the payment by the Fund of
brokerage and other transaction costs on the sale of securities, as well as on
the investment of the proceeds in other securities. The greater the portfolio
turnover, the greater the transaction costs to the Fund, which could have an
adverse effect on the Fund's total rate of return. In addition, funds with high
portfolio turnover rates may

be more likely than low turnover funds to generate capital gains that must be
distributed to shareholders as taxable income.

Performance

There is no performance information presented for the RevenueShares Large Cap
Fund, RevenueShares Mid Cap Fund or RevenueShares Small Cap Fund, as these Funds
have been in existence for less than one calendar year. There is no performance
information presented for the RevenueShares Financials Sector Fund,
RevenueShares ADR Fund or RevenueShares Navellier Overall A-100 Fund, as those
Funds had not commenced investment operations as of the date of this Prospectus.

Fees and Expenses

---------------------------------------------------- -------------- ------------ ------------ ------------
Large Cap Mid Cap Small Cap Financials
Fund Fund Fund Sector Fund
---------------------------------------------------- -------------- ------------ ------------ ------------
Shareholder Fees (fees paid directly from
investments in Creation Units)(1)
---------------------------------------------------- -------------- ------------ ------------ ------------
Creation Transaction Fees
---------------------------------------------------- -------------- ------------ ------------ ------------
Through NSCC $2,500 $2,000 $3,000 $ 2,500
---------------------------------------------------- -------------- ------------ ------------ ------------
Outside NSCC and Custom Orders up to $10,000 up to up to up to
$8,000 $12,000 $10,000
---------------------------------------------------- -------------- ------------ ------------ ------------
Redemption Transaction Fees
---------------------------------------------------- -------------- ------------ ------------ ------------
Through NSCC $2,500 $2,000 $3,000 $ 2,500
---------------------------------------------------- -------------- ------------ ------------ ------------
Outside NSCC and Custom Orders up to $10,000 up to up to up to
$8,000 $12,000 $10,000
---------------------------------------------------- -------------- ------------ ------------ ------------
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
---------------------------------------------------- -------------- ------------ ------------ ------------
Management Fees 0.45% 0.50% 0.50% 0.45%
---------------------------------------------------- -------------- ------------ ------------ ------------
Distribution and/or Service (12b-1) Fees (2) 0.00% 0.00% 0.00% 0.00%
---------------------------------------------------- -------------- ------------ ------------ ------------
Other Expenses (3) 1.87% 4.43% 4.53% 0.78%
---- ---- ---- ----
---------------------------------------------------- -------------- ------------ ------------ ------------
Total Annual Fund Operating Expenses 2.32% 4.93% 5.03% 1.23%
---- ---- ---- ----
---------------------------------------------------- -------------- ------------ ------------ ------------
Less Management Fee Waiver/Expense (1.83%) (4.39%) (4.49%) (0.74%)
Reimbursement (4)
---------------------------------------------------- -------------- ------------ ------------ ------------
Net Annual Fund Operating Expenses 0.49% 0.54% 0.54% 0.49%
==== ==== ==== ====
---------------------------------------------------- -------------- ------------ ------------ ------------

---------------------------------------------------- -------------- ------------
ADR Fund Navellier
Overall
A-100 Fund
---------------------------------------------------- -------------- ------------
Shareholder Fees (fees paid directly from
investments in Creation Units) (1)
---------------------------------------------------- -------------- ------------
Creation Transaction Fees
---------------------------------------------------- -------------- ------------
Through NSCC $2,500 $2,500
---------------------------------------------------- -------------- ------------
Outside NSCC and Custom Orders up to up to
$10,000 $10,000
---------------------------------------------------- -------------- ------------
Redemption Transaction Fees
---------------------------------------------------- -------------- ------------
Through NSCC $2,500 $2,500
---------------------------------------------------- -------------- ------------
Outside NSCC and Custom Orders up to up to
$10,000 $10,000
---------------------------------------------------- -------------- ------------
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
---------------------------------------------------- -------------- ------------
Management Fees 0.60% 0.60%
---------------------------------------------------- -------------- ------------
Distribution and/or Service (12b-1) Fees (2) 0.00% 0.00%
---------------------------------------------------- -------------- ------------
Other Expenses (3) 0.10% 0.05%
---- ----
---------------------------------------------------- -------------- ------------
Total Annual Fund Operating Expenses 0.70% 0.65%
---- ----
---------------------------------------------------- -------------- ------------
Less Management Fee Waiver/Expense (0.21%) (0.05%)
Reimbursement (4)
---------------------------------------------------- -------------- ------------
Net Annual Fund Operating Expenses 0.49% 0.60%
==== ====
---------------------------------------------------- -------------- ------------

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

(3) "Other Expenses" are based on estimated amounts for the current fiscal year
for the RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund and
RevenueShares Small Cap Fund. "Other Expenses" have been estimated for the
remaining Funds' initial fiscal year assuming net assets of $25 million per
Fund. Such expenses may be higher if a Fund's net assets are less than $25
million at the end of its initial fiscal year, or lower if a Fund's net
assets exceed $25 million at the end of its initial fiscal year.

Creation Transaction Fees and Redemption Transaction Fees

----------------------------------------------------- ------------

----------------------------------------------------- ------------
RevenueShares Large Cap Fund $2,500
----------------------------------------------------- ------------
RevenueShares Mid Cap Fund $2,000
----------------------------------------------------- ------------
RevenueShares Small Cap Fund $3,000
----------------------------------------------------- ------------
RevenueShares Financials Sector Fund $2,500
----------------------------------------------------- ------------
RevenueShares ADR Fund $2,500
----------------------------------------------------- ------------
RevenueShares Navellier Overall A-100 Fund $2,500
----------------------------------------------------- ------------

Mid Cap Fund and RevenueShares Small Cap Fund and $1,250,000 for the
RevenueShares Financials Sector Fund, RevenueShares ADR Fund and RevenueShares
Navellier Overall A-100 Fund. An investor who holds Creation Units and wishes to
redeem at NAV would also pay a standard redemption transaction fee on the date
of such redemption(s), regardless of the number of Creation Units redeemed that
day. The following chart describes the standard redemption fee for each Fund.

----------------------------------------------------- ------------

Investors who hold Creation Units will also pay the annual fund operating
expenses described in the table above. The following example is intended to help
investors who hold Creation Units compare the cost of investing in Creation
Units of each Fund with the cost of investing in Creation Units of other funds.
Assuming an investment in a Creation Unit of $2,500,000 for the RevenueShares
Large Cap Fund, RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund and
$1,250,000 for the RevenueShares Financials Sector Fund, RevenueShares ADR Fund
and RevenueShares Navellier Overall A-100 Fund 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 would be:

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

(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 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%
---------------------------------------------------- --------------------------
RevenueShares Financials Sector Fund 0.45%
---------------------------------------------------- --------------------------
RevenueShares ADR Fund 0.60%
---------------------------------------------------- --------------------------
RevenueShares Navellier Overall A-100 Fund 0.60%
---------------------------------------------------- --------------------------

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, RevenueShares Financials Sector Fund and
RevenueShares ADR Fund, 0.54% for the RevenueShares Mid Cap Fund and
RevenueShares Small Cap Fund and 0.60% for the RevenueShares Navellier Overall
A-100 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.

commissions and other expenses connected with executions of portfolio
transactions; Rule 12b-1 fees (if any); and extraordinary expenses (including
merger-related expenses, if any).

With respect to the RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund and
RevenueShares Small Cap Fund, the basis for the Board of Trustees' approval of
the investment advisory agreement and sub-advisory agreement is available in the
Funds' Annual Report to Shareholders for the period ended June 30, 2008. With
respect to the RevenueShares Financials Sector Fund, RevenueShares ADR Fund and
RevenueShares Navellier Overall A-100 Fund, the basis for the Board of Trustees'
approval of the investment advisory agreement and sub-advisory agreement will be
available in the Funds' Semi-Annual Report to Shareholders for the period ending
December 31, 2008.

The Portfolio Managers

Mr. Wetter is a Vice President and Senior Portfolio Manager of Equity Index
Strategies, obtained his MBA from New York University, Stern School of Business
and has 20 years of investment

experience. Prior to joining the team, he worked as portfolio manager and trader
at Bankers Trust and continued in that role as the division was sold to Deutsche
Bank in 1999 and Northern Trust in 2003. Previously Mr. Wetter held positions in
the financial industry as part of the International Equity team at Scudder
Stevens and Clark.

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 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, subject
to certain asset diversification requirements implemented on the last day of
each calendar quarter, as necessary, to allow the Funds to qualify as regulated
investment companies under the Internal Revenue Code, and, with respect to the
RevenueShares Navellier Overall A-100 Index, a cap of 7% on any one component
security's weighting. For more detailed information, see "Asset Diversification
Rebalancing" in the SAI. 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.

When a company is removed from a benchmark 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)or
Navellier, as applicable, 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.

Portfolio Holdings Information

Administrator, Custodian and Transfer Agent

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

Distributor

Other Service Providers

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

Book Entry

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.

Frequent Purchases and Redemptions of Fund Shares

Creations, Redemptions and Transaction Fees

Creation Units

Purchase

A fixed creation transaction fee (the "Creation Transaction Fee"), as described
above, 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.

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

Dividends, Distributions and Taxes

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

Avoid "Buying a Dividend." If you are a taxable investor and 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

qualified dividend income eligible for taxation at long-term capital gain rates
provided certain holding period requirements are met.

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.

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.

Net Asset Value

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 pursuant to procedures established by the Board of Trustees.

Premium/Discount Information

Additional Notices

Other Investment Companies

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.

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.

Financial Highlights

The financial highlights table is intended to help you understand the Funds'
financial performance since inception. No financial information is presented for
the RevenueShares Financials Sector Fund, RevenueShares ADR Fund or
RevenueShares Navellier Overall A-100 Fund as these Funds had not commenced
operations as of the date of this Prospectus. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by Ernst & Young, LLP, whose report, along with
the Fund's financial statements, are included in the Fund's annual report, which
is available upon request.

FOR THE PERIOD FEBRUARY 22, 2008(1) THROUGH JUNE 30, 2008

RevenueShares RevenueShares RevenueShares
Large Cap Mid Cap Small Cap
Fund Fund Fund
------------------------------------------------------------------------------
Per Share Operating Performance:
Net asset value, beginning of period $ 50.00 $ 50.00 $ 50.00
------------------------------------------------------------------------------
Net investment income(2) 0.29 0.16 0.15
Net realized and unrealized loss on
investments (4.45) (1.67) (3.33)
------------------------------------------------------------------------------
Total loss from investment operations (4.16) (1.51) (3.18)
Less: Distributions from net
investment income (0.10) (0.14) (0.13)
------------------------------------------------------------------------------
Net asset value, end of period $ 45.74 $ 48.35 $ 46.69
------------------------------------------------------------------------------
Total Return(3) (8.31)% (3.02)% (6.36)%
------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (000's
omitted) $ 32,048 $ 4,869 $ 4,702
Ratio to average net assets of:
Expenses, net of expense waivers(4) 0.49% 0.54% 0.54%
Expenses, prior to expense waivers(4) 2.32% 4.93% 5.03%
Net investment income, net of
waivers(4) 1.87% 0.89% 0.85%
Portfolio turnover rate(5) 0.88% 1.07% 6.44%
------------------------------------------------------------------------------

(1) Commencement of operations.

(2) Based on average shares outstanding.

(3) Total return is calculated assuming an initial investment made at the net
asset value at the beginning of the period, reinvestment of all dividends
and distributions at net asset value during the period and redemption on
the last day of the period. Total return calculated for a period of less
than one year is not annualized. The total return would have been lower if
certain expenses had not been reimbursed/waived by the investment adviser.

(4) Annualized.

(5) Portfolio turnover rate is not annualized and excludes the value of
portfolio securities received or delivered as a result of in-kind creations
or redemptions of the Funds' capital shares.

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

Annual/Semi-Annual Reports
RevenueShares ETF Trust
Additional information about each Fund's investments is
or will be available in the Fund's annual and RevenueShares Large Cap Fund
semi-annual reports to shareholders. In each Fund's RevenueShares Mid Cap Fund
annual report, you will find a discussion of the market RevenueShares Small Cap Fund
conditions and investment strategies that significantly RevenueShares Financials Sector Fund
affected each Fund's performance during its last fiscal RevenueShares ADR Fund
year. As of the date of this prospectus, annual and RevenueShares Navellier Overall A-100 Fund
semi-annual reports are not yet available for the
RevenueShares Financials Sector Fund, RevenueShares ADR
Fund and RevenueShares Navellier Overall A-100 Fund
because these 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 Prospectus 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:

October 31, 2008

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.

Distributor
Foreside Fund Services, LLC
http://www.foresides.com
RevenueShares ETF Trust
Investment Company Act File No. 811-21993

RevenueShares ETF Trust

Statement of Additional Information

October 31, 2008

RevenueShares ETF Trust (the "Trust") is an open-end management investment
company that currently offers shares in fourteen 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 fourteen Funds are:

RevenueShares Large Cap Fund
RevenueShares Mid Cap Fund
RevenueShares Small Cap Fund
RevenueShares Consumer Discretionary Sector Fund
RevenueShares Consumer Staples Sector Fund
RevenueShares Energy Sector Fund
RevenueShares Financials Sector Fund
RevenueShares Health Care Sector Fund
RevenueShares Industrials Sector Fund
RevenueShares Information Technology Sector Fund
RevenueShares Materials Sector Fund
RevenueShares Utilities Sector Fund
RevenueShares ADR Fund
RevenueShares Navellier Overall A-100 Fund

VTL Associates, LLC ("VTL" or "Management") serves as the investment adviser to
each Fund. Mellon Capital Management Corporation ("Mellon Capital") 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 Prospectuses, dated October
31, 2008. Copies of the Prospectuses may be obtained by calling the Trust
directly at 1-877-738-8870. The Prospectuses contain more complete information
about the Funds. You should read them carefully before investing.

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

TABLE OF CONTENTS

Page

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

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

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

INVESTMENT RESTRICTIONS............................................11

MANAGEMENT OF THE TRUST............................................12

INVESTMENT ADVISORY, PRINCIPAL UNDERWRITING AND OTHER SERVICE
ARRANGEMENTS.......................................................17

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS...................23

CAPITAL STOCK AND OTHER SECURITIES.................................25

CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS..............27

TAXES..............................................................37

DETERMINATION OF NET ASSET VALUE...................................46

DIVIDENDS AND DISTRIBUTIONS........................................46

FINANCIAL STATEMENTS...............................................47

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 fourteen separate series, representing
separate portfolios of investments. The diversified series are RevenueShares
Large Cap Fund, RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund. The
non-diversified series are RevenueShares Consumer Discretionary Sector Fund,
RevenueShares Consumer Staples Sector Fund, RevenueShares Energy Sector Fund,
RevenueShares Financials Sector Fund, RevenueShares Health Care Sector Fund,
RevenueShares Industrials Sector Fund, RevenueShares Information Technology
Sector Fund, RevenueShares Materials Sector Fund, RevenueShares Utilities Sector
Fund, RevenueShares ADR Fund and RevenueShares Navellier Overall A-100 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 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
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.

American Depositary Receipts

American Depositary Receipts ("ADRs") are negotiable U.S. securities that
generally represent a non-U.S. company's publicly traded equity. ADRs are
publicly available to U.S. investors on U.S. stock exchanges. ADRs are treated
in the same manner as other U.S. securities for clearance, settlement, transfer,
and ownership purposes. ADRs can also represent debt securities or preferred
stock.

An ADR is a negotiable U.S. security that generally represents a foreign
company's publicly traded equity or debt. ADRs are created when a broker
purchases a non-U.S. company's shares on its home stock market and delivers the
shares to the depositary's local custodian bank, and then instructs the
depositary bank to issue depositary receipts. In addition, ADRs may also be
purchased and sold in the U.S. secondary trading market, and may trade freely
just like any other security on a stock exchange.

ADRs facilitate U.S. investor purchases of non-U.S. securities and allow
non-U.S. companies to have their stock trade in the United States. ADRs permit
U.S. investors to access the potential benefits of global diversification, while
helping avoid the challenges presented when investing directly in local trading
markets. These obstacles can include inefficient trade settlements, uncertain
custody services and costly currency conversions. ADRs can help overcome many of
the inherent operational and custodial hurdles of international investing. ADRs
are also used to facilitate cross-border trading and to raise capital in global
equity offerings or for mergers and acquisitions to U.S. and non-U.S. investors.

Currently, there are over 2,250 ADR programs for companies from over 70
countries. The establishment of an ADR program offers numerous advantages to
non-U.S. companies. The primary reasons to establish an ADR program can be
divided into two broad considerations: capital and commercial.

Advantages may include:

o Expanded market share through broadened and more diversified investor
exposure with potentially greater liquidity, which may increase or
stabilize the share price.

o Enhanced visibility and image for the company's products, services and
financial instruments in a marketplace outside its home country.

o Flexible mechanism for raising capital and a vehicle or currency for
mergers and acquisitions.

o Enables employees of U.S. subsidiaries of non-U.S. companies to invest more
easily in the parent company.

Increasingly, investors aim to diversify their portfolios internationally.
However, obstacles such as undependable settlements, costly currency
conversions, unreliable custody services, poor information flow, unfamiliar
market practices, confusing tax conventions and internal investment policy may
discourage institutions and private investors from venturing outside their local
market. Many investors utilize ADRs as a means to diversify their portfolios
globally. They may utilize ADRs because of the convenience, enhanced liquidity
and cost effectiveness that ADRs offer compared to purchasing and safekeeping
ordinary shares in the underlying issuer's home country. In many cases, an ADR
investment can save an investor up to 10-40 basis points annually, compared to
the costs associated with trading and holding ordinary shares outside the United
States.

Other ADR advantages may include:

o Quotation in U.S. dollars and payment of dividends or interest in U.S.
dollars.

o Diversification without many of the obstacles that ETFs, mutual funds,
pension funds and other institutions may have in purchasing and holding
securities outside of their local market.

o Elimination of global custodian safekeeping charges, potentially saving
depositary receipt investors up to 10 to 40 basis points annually.

o Familiar trade, clearance and settlement procedures.

o Competitive U.S. dollar/foreign exchange rate conversions for dividends and
other cash distributions.

o Ability to acquire the underlying securities directly upon cancellation.

ADR facilities may be unsponsored and sponsored. Unsponsored ADRs are issued by
one or more depositaries in response to market demand, but without a formal
agreement with the company. Sponsored ADRs may be issued in different levels,
available in various trading markets, and are issued by one depositary appointed
by the company under a deposit agreement or service contract. Sponsored ADRs
offer control over the facility and the ability to raise capital.

Companies that wish to list their ADRs on a U.S. stock exchange (NASDAQ,
American or New York), raise capital or make an acquisition using securities,
use Sponsored Level II or Sponsored Level III Depositary Receipts. Level II and
Level III Depositary Receipt programs require SEC registration and adherence to
applicable requirements for U.S. GAAP. These types of ADRs can also be listed on
some exchanges outside the United States. Level II Depositary Receipts are
exchange-listed securities but do not involve raising new capital. Level III
programs typically generate the most U.S. investor interest because capital is
being raised. Generally, companies that choose either a Level II or Level III
program will attract a significant number of U.S. investors.

An ADR is issued by a U.S. depositary bank when the underlying ordinary shares
are deposited in the depositary bank's local custodian bank in the company's
home market. The underlying ordinary shares are usually deposited by a broker
who has purchased the underlying ordinary shares in the open market through its
international offices or through a local broker in the company's home market. On
the same day that the shares are delivered to the local custodian bank, the
local custodian notifies the U.S. depositary bank. After notification, ADRs are
issued and delivered to the initiating broker, who then delivers the ADRs
evidencing the local underlying shares to purchasing investors.

Alternatively, when a non-U.S. company completes an offering of new shares, part
of which will be sold as ADRs in the U.S. or international market, the company
will deliver the shares to the depositary bank's local custodian at the time of
the closing. The depositary bank will then issue the corresponding ADRs and
deliver them to the members of the underwriting syndicate. With this pool of
ADRs, a regular trading market commences where ADRs can then be issued,
transferred or canceled.

Once ADRs are issued, they are tradable on a national stock exchange in the
United States upon compliance with SEC regulations. Like other U.S. securities,
they can be freely sold to other investors. ADRs may be sold to subsequent U.S.
investors by simply transferring them from the existing ADR holder (seller) to
another ADR holder (buyer); this is known as an intra-market transaction. An
intra-market transaction is settled in the same manner as any other U.S.
security purchase: in U.S. dollars on the third business day after the trade
date and typically through The Depository Trust Company (DTC). Intra-market
trading accounts for approximately 95 percent of all Depositary Receipt trading
in the market today. Accordingly, the most important role of a

depositary bank is that of Stock Transfer Agent and Registrar. It is therefore
critical that the depositary bank maintain sophisticated stock transfer systems
and operating capabilities.

When investors want to sell their ADRs , they notify their broker. The broker
can either sell the ADR to another U.S. investor in the U.S. market through an
intra-market transaction or sell the shares outside of the U.S., typically into
the home market through a cross-border transaction. In cross-border
transactions, brokers, either through their international offices or through a
local broker in the company's home market, will sell the shares back into the
home market. To settle the trade, the U.S. broker will surrender the ADR to the
depositary bank with instructions to deliver the shares to the buyer in the home
market. The depositary bank will cancel the ADR and instruct the custodian to
release the underlying shares and deliver them to the local broker who purchased
the shares. The broker will arrange for the foreign currency to be converted
into U.S. dollars for payment to the ADR holder. Additionally, the ADR holder
would be able to request delivery of the actual shares at any time.

Once ADRs are issued and there are an adequate number of ADRs outstanding in the
U.S. market (usually three percent to six percent of the company's shares in ADR
form), a true intra-market trading market emerges. Until this market develops,
the majority of ADR purchases result in ADR issuances upon the deposit of
shares. When executing an ADR trade, brokers seek to obtain the best price by
comparing the ADR price in U.S. dollars to the dollar equivalent price of the
actual shares in the home market. Brokers will buy or sell in the market that
offers them the best price, and they can do so in three ways: by issuing a new
ADR, transferring an existing ADR or canceling an ADR. The broker may also be
holding an inventory of ordinary shares, in which case the local trading price
is irrelevant. The continuous buying and selling of ADRs in either market tends
to keep the price differential between the local and U.S. markets to a minimum.
As a result, about 95 percent of ADR trading is done in the form of intra-market
trading and does not involve the issuance or cancellation of an ADR.

The ADR certificate states the responsibilities of the depositary bank with
respect to actions such as payment of dividends, voting at shareholder meetings,
and handling of rights offerings.

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.

To the extent that repurchase agreements are considered to be loans, a Fund will
not invest in repurchase agreements if, together with any other loans, 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.

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, Mellon Capital 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.

Asset Diversification Rebalancing

In order to ensure that each Fund qualifies as a regulated investment company
under the Internal Revenue Code, each RevenueShares Index is subject to the
following asset diversification requirements: (i) the weighted value of any
single constituent security measured on the last day of a calendar quarter may
not exceed 24.99% of the total value of its respective RevenueShares Index; and
(ii) with respect to 50% of the total value of the RevenueShares Index, the
weighted value of the constituent securities must be diversified so that no
single constituent security measured on the last day of a calendar quarter
represents more than 4.99% of the total value of its respective RevenueShares
Index or more than 9.99% of the outstanding voting securities of its issuer.

Rebalancing the RevenueShares Indexes to meet asset diversification requirements
will be the responsibility of the Funds' index provider, Standard and Poors(R).
If shortly prior to the last business day of any calendar quarter (a "Quarterly
Qualification Date"), a constituent security (or two or more constituent
securities) approaches the maximum allowable value limits set forth above (the
"Asset Diversification Limits"), the percentage that such constituent security
(or constituent securities) represents in a RevenueShares Index will be reduced
and the weighted value of such constituent security (or constituent securities)
will be redistributed across the constituent securities that do not closely
approach the Asset Diversification Limits in accordance with the following
methodology:

First, each constituent security that exceeds 24% of the total value of the
RevenueShares Index will be reduced to 23% of the total value of the
RevenueShares Index and the aggregate amount by which all constituent securities
exceed 24% will be redistributed equally across the remaining constituent
securities that represent less than 23% of the total value of the RevenueShares
Index. If as a result of this redistribution, another constituent security then
exceeds 24%, the redistribution will be repeated as necessary.

Second, with respect to the 50% of the value of the RevenueShares Index
accounted for by the lowest weighted constituent securities, each constituent
security that exceeds 4.8% of the total value of the RevenueShares Index will be
reduced to 4.6% and the aggregate amount by which all constituent securities
exceed 4.8% will be distributed equally across all remaining constituent
securities that represent less than 4.6% of the total value of the RevenueShares
Index. If as a result of this redistribution another constituent securities that
did not previously exceed 4.8% of the RevenueShares Index value then exceeds
4.8%, the redistribution will be repeated as necessary until at least 50% of the
value of the RevenueShares Index is accounted for by constituent securities
representing no more than 4.8% of the total value of the RevenueShares Index.

Third, with respect to the 50% of the value of the RevenueShares Index accounted
for by the lowest weighted constituent securities, each constituent security
that exceeds 9.8% of the outstanding voting securities of its issuer will be
reduced to 9.6% and the aggregate amount by which all constituent securities
exceed 9.8% will be distributed equally across all remaining constituent
securities that represent less than 9.6% of the outstanding voting securities of
their issuers. If as a result of this redistribution another constituent
securities that did not previously exceed 9.8% of the outstanding voting
securities of its issuer then exceeds 9.8%, the

redistribution will be repeated as necessary until at least 50% of the value of
the RevenueShares Index is accounted for by constituent securities representing
no more than 9.8% of the outstanding voting securities of their issuers.

If necessary, this reallocation process may take place more than once prior to a
Quarterly Qualification Date to ensure that the RevenueShares Index and its
corresponding Fund conform to the requirements for qualification as a regulated
investment company under the Internal Revenue Code.

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 and/or Mellon
Capital, 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 14 None
(70) since 1970.

Lawrence A. Goldberg Trustee Since 2006 Attorney since 1967. 14 None
(68)

James C. McAuliffe Trustee Since 2006 Retired. Police Officer 14 None
(57) from 1971 to 2004.

Christian W. Myers, III Trustee Since 2006 Firefighter from 1976 to 14 None
(56) present.

John J. Kolodziej Trustee Since 2007 Director of Finance, St. 14 None
(52) Francis Medical Center,
from 2002 to present.

Interested Trustee

Vincent T. Lowry(3) Chairman and Since 2006 Chief Executive Officer, 14 None
(57) 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 fourteen 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 Chief Operating Officer (since May 2008) and Counsel,
(37) Compliance Foreside Financial Group, LLC, from 2007 to present;
Officer Managing Member, Beacon Fund Services (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
(35) 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) The Funds' Treasurer and Chief Compliance Officer also serve as officers of
other unaffiliated mutual funds and exchange traded funds for which
Foreside Fund Services, LLC, the Distributor, or its affiliates act as
distributor or service provider.

Share Ownership

As of December 31, 2007, the Funds had not commenced operations. Therefore, none
of the Trustees owned Shares of the Funds at that time. As of December 31, 2007,
the Independent Trustees did not own any securities issued by VTL, Foreside Fund
Services, LLC ("Foreside" or the "Distributor"), The Bank of New York Mellon
Corporation, Mellon Capital, or any company controlling, controlled by, or under
common control with VTL, the Distributor, The Bank of New York Mellon
Corporation, or Mellon Capital.

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 $1,250 None $1,250

Lawrence A. Goldberg, Trustee $1,500 None $1,500

James C. McAuliffe, Trustee $1,500 None $1,500

Christian W. Myers, III, Trustee $1,500 None $1,500

John J. Kolodziej $1,250 None $1,250

Interested Trustee

Vincent T. Lowry, Chairman and Trustee None None None
___________________

* These figures represent amounts paid from the Trust's commencement of
operations on February 22, 2008 through its fiscal year ended 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 fiscal year ended
June 30, 2008.

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 fiscal year
ended June 30, 2008.

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 a Fund is
presumed to control that Fund under the provisions of the 1940 Act. Note that a
controlling person may possess the ability to control the outcome of matters
submitted for shareholder vote of that Fund. As of October 21, 2008, each of the
following persons owned 5% or more of the Shares of the applicable Fund. Any
person who owns more than 25% may be deemed a controlling shareholder of a Fund.
These holdings represent record ownership; the Funds have no knowledge of
beneficial ownership.

RevenueShares Large Cap Fund
Wachovia, N.A. 40.88%
1525 West Wt. Harris Blvd.
Charlotte, NC 28288-0001

Pershing LLC 16.76%
P.O. Box 2052
Jersey City, NJ 07303-2052

Citigroup Global Markets Inc. 13.20%
333 West 34th Street
New York, NY 10001-2402

First Clearing, LLC 7.16%
10700 Wheat First Drive, WS 1024
Glen Allen, VA 23060

Merrill Lynch 6.07%
101 Hudson St., 9th Floor
Jersey City, NJ 07302

RevenueShares Mid Cap Fund

Goldman Sachs Execution & Clearing LP 30.00%
30 Hudson Street
Jersey City, NJ 07302

Citigroup Global Markets Inc. 23.30%
333 West 34th Street
New York, NY 10001-2402

Merrill Lynch 15.84%
101 Hudson St., 9th Floor
Jersey City, NJ 07302

Timber Hill 7.14%
1 Pickwick Plaza
Greenwich, CT 06830

First Clearing,LLC 6.81%
10700 Wheat First Drive, WS 1024
Glen Allen, VA 23060

RevenueShares Small Cap Fund

Citigroup Global Markets Inc. 27.11%
333 West 34th Street
New York, NY 10001-2402

Merrill Lynch 24.27%
101 Hudson St., 9th Floor
Jersey City, NJ 07302

Goldman Sachs Execution & Clearing LP 16.85%
30 Hudson Street
Jersey City, NJ 07302

Pershing LLC 7.41%
P.O. Box 2052
Jersey City, NJ 07303-2052

As of September 30, 2008, the Trust's Trustees and officers collectively owned
less than 1% of the outstanding Shares of any of the Funds.

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"), as amended August 15, 2008. 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%
RevenueShares Consumer Discretionary Sector Fund 0.45%
RevenueShares Consumer Staples Sector Fund 0.45%
RevenueShares Energy Sector Fund 0.45%
RevenueShares Financials Sector Fund 0.45%
RevenueShares Health Care Sector Fund 0.45%
RevenueShares Industrials Sector Fund 0.45%
RevenueShares Information Technology Sector Fund 0.45%
RevenueShares Materials Sector Fund 0.45%
RevenueShares Utilities Sector Fund 0.45%
RevenueShares ADR Fund 0.60%
RevenueShares Navellier Overall A-100 Fund 0.60%

VTL did not collect any advisory fees for the fiscal year ended June 30, 2008
because VTL had contractually agreed to assume expenses, waive fees and/or
reimburse expenses of the Funds during this period in order to maintain net
expense ratios at a level that was significantly less than actual expenses.

Sub-Adviser

Mellon Capital, located at 50 Freemont Street, Suite 3900, San Francisco, CA
94105, serves as the sub-adviser for each Fund. Mellon Capital is responsible
for facilitating the appropriate trading, rebalancing the portfolios and
providing cash management services to the Funds. As of September 30, 2008,
Mellon Capital had approximately $185 billion in assets under management. VTL
pays Mellon Capital for providing sub-advisory services for RevenueShares Large
Cap Fund, RevenueShares Mid Cap Fund and RevenueShares Small Cap 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. VTL pays Mellon Capital
for providing sub-advisory

services for RevenueShares Consumer Discretionary Sector Fund, RevenueShares
Consumer Staples Sector Fund, RevenueShares Energy Sector Fund, RevenueShares
Financials Sector Fund, RevenueShares Health Care Sector Fund, RevenueShares
Industrials Sector Fund, RevenueShares Information Technology Sector Fund,
RevenueShares Materials Sector Fund, RevenueShares Utilities Sector Fund,
RevenueShares ADR Fund and RevenueShares Navellier Overall A-100 Fund at an
annual rate of 0.10% of the Fund's average daily net assets up to $100 million
and 0.05% 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 June 30, 2008. In addition to the Funds, Mr.
Lowry manages:

-------------------------------------- ----------------------------- ------------------------------------
Total Accounts Accounts with Performance Fees
Other Accounts
-------------------------------------- ----------------------------- ------------------------------------
Number Assets Number Assets
-------------------------------------- ------------- --------------- ----------------- ------------------

-------------------------------------- ------------- --------------- ----------------- ------------------
Registered Investment Companies 0 $ 0 0 $ 0
-------------------------------------- ------------- --------------- ----------------- ------------------
Other Pooled Investment Vehicles 0 $ 0 0 $ 0
-------------------------------------- ------------- --------------- ----------------- ------------------
Other Accounts 9 $ 461.3 million 2 $ 44.0 million
-------------------------------------- ------------- --------------- ----------------- ------------------

Certain members of the Mellon Capital East Coast Equity Index Strategies
Division also serve as portfolio managers for the Funds pursuant to a
sub-advisory agreement with the Fund ( the "Sub-Advisory Agreement"). Mellon
Capital is a leading innovator in the investment industry and manages global
quantitative-based investment strategies for institutional and private
investors. Mellon Capital is a wholly owned indirect subsidiary of The Bank of
New York Mellon Corporation.

The primary objectives of the Mellon Capital compensation plans are to:
o Motivate and reward continued growth and profitability
o Attract and retain high-performing individuals critical to the on-going
success of Mellon Capital
o Motivate and reward superior business/investment performance
o Create an ownership mentality for all plan participants

The investment professionals' cash compensation is comprised primarily of a
market-based base salary and (variable) incentives (annual and long term). An
investment professional's base salary is determined by the employees' 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. Funding for the
Mellon Capital Annual

Incentive Plan and Long Term Incentive Plan is through a pre-determined fixed
percentage of overall Mellon Capital profitability. Therefore, all bonus awards
are based initially on Mellon Capital's financial performance. The employees are
eligible to receive annual cash bonus awards from the Annual Incentive Plan.
Annual incentive opportunities are pre-established for each individual,
expressed as a percentage of base salary ("target awards"). These targets are
derived based on a review of competitive market data for each position annually.
Annual awards are determined by applying multiples to this target award. Awards
are 100% discretionary. Factors considered in awards include individual
performance, team performance, investment performance of the associated
portfolio(s) and qualitative behavioral factors. Other factors considered in
determining the award are the asset size and revenue growth/retention of the
products managed. Awards are paid in cash on an annual basis.

All key staff of Mellon Capital are also eligible to participate in the Mellon
Capital Long Term Incentive Plan. These positions have a high level of
accountability and a large impact on the success of the business due to the
position's scope and overall responsibility. In addition, the participants have
demonstrated a long-term performance track record and have the potential for a
continued leadership role. This plan provides for an annual award, payable in
cash after a three-year cliff vesting period. The value of the award increases
during the vesting period based upon the growth in Mellon Capital's net income.

Mellon Capital's portfolio managers responsible for managing mutual funds are
paid by Mellon Capital and not by the mutual funds. The same methodology
described above 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 Mellon Capital employees. Certain portfolio
managers may be eligible for additional retirement benefits under several
supplemental retirement plans that Mellon Capital provides 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 for
Employees.

Set forth below is information regarding the other accounts for which Ms. Krisko
and Mr. Wetter have day-to-day portfolio management responsibilities, as of June
30, 2008. In addition to the Funds, Ms. Krisko and Mr. Wetter also manage:

-------------------------------------- ---------------------------- ------------------------------------
Total Accounts Accounts with Performance Fees
Other Accounts
-------------------------------------- ---------------------------- ------------------------------------
Number Assets Number Assets
-------------------------------------- ------------- -------------- ----------------- ------------------

-------------------------------------- ------------- -------------- ----------------- ------------------
Registered Investment Companies 98 $ 6.3 billion None $ 0
-------------------------------------- ------------- -------------- ----------------- ------------------
Other Pooled Investment Vehicles None $ 0 billion None $ 0
-------------------------------------- ------------- -------------- ----------------- ------------------
Other Accounts 44 $ 10.9 billion None $ 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 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 Mellon Capital 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 typically executed at market on close.

Portfolio Managers' Ownership of Shares of the Funds. As of June 30, 2008, Mr.
Lowry maintained the following positions in the Funds:

Fund Dollar Range of Equity Securities in the Fund
RevenueShares Large Cap Fund $50,001-$100,000
RevenueShares Mid Cap Fund $10,001-$50,000

None of the other portfolio managers owned Shares of the Funds.

Administrator and Fund Accountant

The Bank of New York Mellon ("BNY Mellon") 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 Mellon provides necessary administrative, tax, accounting services
and financial reporting for the maintenance and operations of the Trust and each
Fund. In addition, BNY Mellon makes available the office space, equipment,
personnel and facilities required to provide such services. As compensation for
the foregoing services, BNY Mellon receives certain out of pocket costs,
transaction fees and asset based fees, which are accrued daily and paid monthly
by the Trust. The Trust did not make any payments to BNY Mellon for
administrative services from the Trust's commencement of operations on February
22, 2008 through its fiscal year ended June 30, 2008.

Custodian and Transfer Agent

BNY Mellon also serves as custodian for the Funds pursuant to a Custody
Agreement. Under the Custody Agreement with the Trust, BNY Mellon 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 Mellon is required, upon the order of the Trust, to deliver
securities held by BNY Mellon and to make payments for securities purchased by
the Trust for each Fund.

As compensation for the foregoing services, BNY Mellon receives certain out of
pocket costs, transaction fees and asset based fees, which are accrued daily and
paid monthly by the Trust.

Pursuant to a Transfer Agency and Services Agreement with the Trust, BNY Mellon
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 Mellon receives certain out of pocket costs, transaction fees and
asset based fees, which are accrued daily and paid monthly by the Trust.

Distributor

The Distributor, located at Three Canal Plaza, Suite 100, 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. The Distributor is not
affiliated with the Trust, the investment adviser or subadviser or any stock
exchange. Currently, VTL, at its expense, pays the Distributor a fee for certain
distribution-related services.

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 compensates 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 compensates

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 Three Canal Plaza, Suite 100, 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 Three Canal Plaza, Suite 100, 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.

The Compliance and PFO Agreements with respect to the Funds continue in effect
until terminated. The Compliance and PFO Agreements are terminable with or
without cause and without penalty by the Board of the Trust or by FCS or FMS
with respect to the Fund on 60 days' written notice to the other party.
Notwithstanding the foregoing, the provisions of the Compliance Agreement
related to CCO services may be terminated at any time by the Board, effective
upon written notice to the CCO, without the payment of any penalty.

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 the
Board will not impose such fee for one year from the date of the Prospectuses.

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, Mellon Capital 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, Mellon Capital effects
transactions with those brokers and dealers that they believe provide the most
favorable prices and are capable of providing efficient executions. Mellon
Capital does not currently participate in soft dollar transactions with respect
to the Funds.

Mellon Capital 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 Mellon Capital 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 Mellon
Capital. 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.

As of June 30, 2008, some Funds held securities of their regular broker-dealers,
as follows: RevenueShares Large Cap Fund held $364,361 of Citibank, Inc.;
$363,205 of J.P. Morgan; $281,589 of Goldman Sachs & Company; $269,397 of
Bank of America; $178,210 of Merrill Lynch & Company Inc.; and $78,210 of
Lehman Brothers Inc.

During the period from the commencement of operations of the Trust on February
22, 2008 through the fiscal year ended June 30, 2008, the following Funds paid
the following brokerage commissions:

Fund 2008
RevenueShares Large Cap Fund $14
RevenueShares Mid Cap Fund $8
RevenueShares Small Cap Fund $55

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 Mellon Capital the responsibility to vote proxies
with respect to the portfolio securities held by the Funds. Mellon Capital 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 Mellon Capital 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. Mellon Capital
has adopted The Bank of New York Mellon Corporation's Proxy Voting Policy, a
summary of which is 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
and, with respect to VTL, approved a joint Code of Ethics covering the Trust and
VTL and approved The Bank of New York Mellon Corporation's Code of Conduct and
Personal Securities Trading Policy that govern Mellon Capital (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 Mellon Capital ("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 Funds' transfer agent 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 Funds' transfer agent 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 Funds' transfer
agent 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 Funds'
transfer agent on the Transmittal Date if (i) such order is received by the
Funds' transfer agent 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, Mellon Capital,
BNY Mellon, 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 table below
provides the Standard Creation/Redemption Transaction Fee and the Maximum
Creation/Redemption Transaction Fee for each Fund:

Standard Maximum
Creation/Redemption Creation/Redemption
Fund Transaction Fee Transaction Fee

RevenueShares Large Cap Fund $2,500 $10,000
RevenueShares Mid Cap Fund $2,000 $8,000
RevenueShares Small Cap Fund $3,000 $12,000
RevenueShares Consumer Discretionary Sector Fund $2,500 $10,000
RevenueShares Consumer Staples Sector Fund $2,500 $10,000
RevenueShares Energy Sector Fund $2,500 $10,000
RevenueShares Financials Sector Fund $2,500 $10,000
RevenueShares Health Care Sector Fund $2,500 $10,000
RevenueShares Industrials Sector Fund $2,500 $10,000
RevenueShares Information Technology Sector Fund $2,500 $10,000
RevenueShares Materials Sector Fund $2,500 $10,000
RevenueShares Utilities Sector Fund $2,500 $10,000
RevenueShares ADR Fund $2,500 $10,000
RevenueShares Navellier Overall A-100 Fund $2,500 $10,000

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 (T) Next Business Day Second Business Third Business Day
(T+1) Day (T+2) (T+3)

Creation through NSCC
Standard Orders 4:00 p.m. (ET) No action. No action. Creation Unit
Aggregations will be
Order must be delivered.
received by the
Fund's transfer
agent.

Custom Orders 3:00 p.m. (ET) No action. No action. Creation Unit
Aggregations will be
Order must be delivered.
received by the
Fund's transfer
agent.

Orders received
after 3:00 p.m.
(ET) will be
treated as standard
orders.

Creation Outside NSCC
Standard Orders 4:00 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
Fund's transfer through DTC.
agent.
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
Fund's transfer Cash in an amount Trust may use cash
agent. 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
Fund's transfer through DTC.
agent.
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

Standard Orders
4:00 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 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 ("Code") and intends to so qualify during the current
fiscal year. As a regulated investment company, a Fund generally is not subject
to entity level federal income tax on the income and gains it distributes to
you. The Board of Trustees reserves the right not to distribute a Fund's net

long-term capital gain or 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 net long-term capital gain is retained, a Fund
would be taxed on the gain at the highest corporate tax rate, and shareholders
would be notified that they are entitled to a credit or refund for the tax paid
by the Fund. 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 treated as taxable
dividend income to the extent of such Fund's earnings and profits.

In order to qualify for taxation as a regulated investment company for federal
income tax purposes, each Fund must meet certain asset diversification, income
and distribution 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. As a regulated investment company,
each Fund is required to distribute its income and gains on a calendar year
basis, regardless of the Fund's fiscal year end as follows:

Required distributions. To avoid a 4% federal excise tax, 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.

Post-October losses. Because the periods for measuring a regulated
investment company's income are different for excise and income tax purposes
special rules are required to protect the amount of earnings and profits needed
to support excise tax distributions. For

instance, if a regulated investment company that uses October 31st as the
measurement period for paying out capital gain net income realizes a net capital
loss after October 31 and before the close of its taxable year, the fund likely
would have insufficient earnings and profits for that taxable year to support
the dividend treatment of its required distributions for that calendar year.
Accordingly, a Fund is permitted to elect to treat net capital losses realized
between November 1 and its fiscal year end of June 30 ( "post-October loss") as
occurring on the first day of the following tax year (i.e., July 1).

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. A Fund is permitted to invest
in certain options and futures contracts. If a Fund makes these investments,
under certain provisions of the Code, it may be required to mark-to-market these
contracts and recognize for federal income tax purposes 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.

Investment in taxable mortgage pools (excess inclusion income). The Funds
may invest in U.S.- real estate investment trusts ("REITs") that hold residual
interests in real estate mortgage investment conduits (REMICs) or which are, or
have certain wholly-owned subsidiaries that are, "taxable mortgage pools." Under
a Notice issued by the IRS, the Code and Treasury regulations to be issued, a
portion of a Fund's income from a U.S.-REIT that is attributable to the REIT's
residual interest in a REMIC or equity interests in a taxable mortgage pool
(referred to in the Code as an excess inclusion) will be subject to federal
income tax in all events. The excess inclusion income of a regulated

investment company, such as a Fund, will be allocated to shareholders of the
regulated investment company in proportion to the dividends received by such
shareholders, with the same consequences as if the shareholders held the related
REMIC residual interest or, if applicable, taxable mortgage pool directly. In
general, excess inclusion income allocated to shareholders (i) cannot be offset
by net operating losses (subject to a limited exception for certain thrift
institutions), (ii) will constitute unrelated business taxable income (UBTI) to
entities (including a qualified pension plan, an individual retirement account,
a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI,
thereby potentially requiring such an entity that is allocated excess inclusion
income, and otherwise might not be required to file a tax return, to file a tax
return and pay tax on such income, and (iii) in the case of a non-U.S.
shareholder, will not qualify for any reduction in U.S. federal withholding tax.
In addition, if at any time during any taxable year a "disqualified
organization" (which generally includes certain cooperatives, governmental
entities and tax-exempt organizations that are not subject to tax on UBTI) is a
record holder of a share in a regulated investment company, then the regulated
investment company will be subject to a tax equal to that portion of its excess
inclusion income for the taxable year that is allocable to the disqualified
organization, multiplied by the highest federal income tax rate imposed on
corporations. The Notice imposes certain reporting requirements upon regulated
investment companies that have excess inclusion income. While the Funds do not
intend to invest in U.S.-REITs, a substantial portion of the assets of which
generates excess inclusion income, there can be no assurance that a Fund will
not allocate to shareholders excess inclusion income.

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 from
qualified dividend income are taxable to individuals at long-term capital gain
rates, provided certain holding period requirements are met. See the discussion
below under the heading, "Qualified Dividend Income for Individuals."

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. Sales, exchanges and redemptions
(including redemptions in kind) of Fund Shares are taxable transactions for
federal and state income tax purposes. If you redeem your Fund Shares, the
Internal Revenue Service requires you to report any gain or loss on your
redemption. If you held your Shares as a capital asset, the gain or loss that
you realize will be a capital gain or loss and will be long-term or short-term,
generally depending on how long you have held your Shares.

Redemptions at a loss within six months of purchase. Any loss incurred on a
redemption or exchange of Shares held for six months or less will be treated as
long-term capital loss to the extent of any long-term capital gain distributed
to you by the Fund on those Shares.

Wash sales. All or a portion of any loss that you realize on a redemption
of your Fund Shares will be disallowed to the extent that you buy other Shares
in the Fund (through reinvestment of dividends or otherwise) within 30 days
before or after your share redemption. Any loss disallowed under these rules
will be added to your tax basis in the new Shares.

Cost Basis Reporting. Under recently enacted provisions of the Emergency
Economic Stabilization Act of 2008, a Fund's administrative agent will be
required to provide you with cost

basis information on the sale of any of your Shares in the Fund, subject to
certain exceptions. This cost basis reporting requirement is effective for
Shares purchased in the Fund on or after January 1, 2012.

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.

This favorable taxation of qualified dividend income at long-term capital gain
tax rates expires and will no longer apply to dividends paid by a Fund with
respect to its taxable years beginning after December 31, 2010 (sunset date),
unless such provision is extended or made permanent.

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 Non-U.S. investors (shareholders who, as to the United
States, are a nonresident alien individual, foreign trust or estate, foreign
corporation, or foreign partnership) 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.

In general. The United States imposes a flat 30% withholding tax (or a
withholding tax at a lower treaty rate) on U.S. source dividends, including on
income dividends paid to you by a Fund. Exemptions from this U.S. withholding
tax are provided for capital gain dividends paid by a Fund from its net
long-term capital gains, and with respect to taxable years of a Fund beginning
before January 1, 2010 (sunset date), interest-related dividends paid by a Fund
from its qualified net interest income from U.S. sources and short-term capital
gain dividends. However, notwithstanding such exemption from U.S. withholding at
the source, any dividends and

distributions of income and capital gains, including the 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 and short-term capital gain dividends. In general, (i) a
capital gain dividend designated by a Fund and paid from its net long-term
capital gains, or (ii) with respect to taxable years of a Fund beginning before
January 1, 2010 (sunset date), a short-term capital gain dividend designated by
a Fund and paid from its net short-term capital gains, other than long- or
short-term capital gains realized on disposition of U.S. real property interests
(see the discussion below), 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 calendar year.

Interest-related dividends. With respect to taxable years of a Fund beginning
before January 1, 2010 (sunset date), dividends designated by a Fund as
interest-related dividends and paid from its qualified net interest income from
U.S. sources are not subject to U.S. withholding tax. "Qualified interest
income" includes, in general, U.S. source (1) bank deposit interest, (2)
short-term original discount, (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 a 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. It may not be
practical in every case for a Fund to designate, and each Fund reserves the
right in these cases to not designate, small amounts of interest-related or
short-term capital gain dividends. Additionally, a 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.

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. A Fund may invest in equity securities of
corporations that invest in U.S. real property, including U.S. REITs. The sale
of a U.S. real property interest (USRPI) by a U.S.-REIT in which the Fund
invests may trigger special tax consequences to the Fund's non-U.S.
shareholders.

The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S.
persons subject to U.S. tax on disposition of a USRPI as if he or she were a
U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code
provides a look-through rule for distributions of FIRPTA gain by a regulated
investment company (RIC), such as a Fund, from a U.S.-REIT (other than one that
is domestically controlled) as follows:

o The RIC is classified as a qualified investment entity. A RIC is
classified as a "qualified investment entity" with respect to a
distribution to a non-U.S. person which is attributable directly or
indirectly to a distribution from a U.S.-REIT if, in general, more
than 50% of the RIC's assets consists of interests in U.S.-REITs and
U.S. real property holding corporations, and

o You are a non-U.S. shareholder that owns more than 5% of a class of
Fund Shares at any time during the one-year period ending on the date
of the distribution.

o If these conditions are met, such Fund distributions to you are
treated as gain from the disposition of a USRPI, causing the
distributions to be subject to U.S. withholding tax at a rate of 35%,
and requiring that you file a nonresident U.S. income tax return.

o In addition, even if you do not own more than 5% of a class of Fund
Shares, but the Fund is a qualified investment entity, such Fund
distributions to you will be taxable as ordinary dividends (rather
than as a capital gain or short-term capital gain dividend) subject to
withholding at 30% or lower treaty rate.

These rules apply to dividends with respect to a Fund's taxable years beginning
before January 1, 2010 (sunset date), except that after such sunset date, Fund
distributions from a U.S.- REIT (whether or not domestically controlled)
attributable to FIRPTA gain will continue to be subject to the withholding rules
described above provided the Fund would otherwise be classified as a qualified
investment entity.

Because each Fund expects to invest less than 50% of its assets at all times,
directly or indirectly in U.S. real property interests, the Funds expect that
neither gain on the sale or redemption of Fund Shares nor Fund dividends and
distributions would be subject to FIRPTA reporting and tax withholding.

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 Fund Shares at the graduated rates applicable to U.S. citizens and residents,
unless a treaty exemption applies. If a treaty exemption is available, a
decedent's estate may nonetheless need to file a U.S. estate tax return to claim
the exemption in order to obtain a U.S. federal transfer certificate. The
transfer certificate will identify the property (i.e., Fund Shares) as to which
the U.S. federal estate tax lien has been released. In the absence of a treaty,
there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets
with a value of $60,000). For estates with U.S. situs assets of not

more than $60,000, a Fund may accept, in lieu of a transfer certificate, an
affidavit from an appropriate individual evidencing that decedent's U.S. situs
assets are below this threshold amount. In addition, a partial exemption from
U.S estate tax may apply to Fund Shares held by the estate of a nonresident
decedent. The amount treated as exempt is based upon the proportion of the
assets held by a Fund at the end of the quarter immediately preceding the
decedent's death that are debt obligations, deposits, or other property that
would generally be treated as situated outside the United States if held
directly by the estate. This provision applies to decedents dying after December
31, 2004 and before January 1, 2010, unless such provision is extended or made
permanent. 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.

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-8 BEN 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.

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 advisors with respect to the
particular tax consequences to them of an investment in a Fund, including the
applicability of foreign tax.

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

The 2008 Annual Report for the RevenueShares Large Cap Fund, RevenueShares
Mid Cap Fund and RevenueShares Small Cap Fund for the fiscal period ended June
30, 2008 is a separate document supplied with this SAI and the financial
statements, accompanying notes and report of independent registered Public
Accounting Firm appearing therein are incorporated by reference in this SAI. As
of the date of this Registration Statement, the remaining Series had not
commenced operations, therefore no financial statements are provided. Financial
statements for the remaining Series will be sent to shareholders when available.

APPENDIX A

SUMMARY OF PROXY VOTING POLICY AND PROCEDURES

The Trust has delegated to Mellon Capital the authority and responsibility for
voting proxies on the portfolio securities held by each Fund. Mellon Capital
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.

Mellon Capital 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, Mellon Capital seeks
to act solely in the best financial and economic interest of the applicable
client. Mellon Capital will carefully review proposals that would limit
shareholder control or could affect the value of a client's investment. It
generally will 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, Mellon
Capital 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.

Mellon Capital 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, Mellon Capital 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

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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.

Mellon Capital 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: Judy Manion at 500 Grant
Street, Suite 2600, Pittsburgh, PA 15258.

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