Exhibit No. EX-99.d.1
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made by and between RevenueShares ETF Trust, a Delaware
statutory trust (the "Trust"), on behalf of each of the funds listed on Schedule
A attached hereto, and VTL Associates, LLC, a Pennsylvania limited liability
company (the "Adviser").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
and engages in the business of investing and reinvesting its assets in
securities and other investments; and
WHEREAS, the Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of providing investment management services; and
WHEREAS, the Trust has selected the Adviser to serve as the investment
adviser for the Fund effective as of the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the sufficiency of which is hereby acknowledged, and each of the parties hereto
intending to be legally bound, it is agreed as follows:
1. The Trust, on behalf of each Fund, hereby employs the Adviser to manage the
investment and reinvestment of such Fund's assets, subject to the direction
of the Board of Trustees (the "Board") and the officers of the Trust, for
the period and on the terms hereinafter set forth. The Adviser hereby
accepts such employment and agrees during such period to render the
services and assume the obligations herein set forth for the compensation
herein provided. The Adviser shall, for all purposes herein, be deemed to
be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to act for or to represent the
Trust or a Fund in any way, or in any way be deemed an agent of the Trust
or a Fund. The Adviser shall regularly make decisions as to what securities
to purchase and sell on behalf of the Fund and shall record and implement
such decisions and shall furnish the Board with such information and
reports regarding the Funds' investments as the Adviser deems appropriate
or as the Board may reasonably request. Subject to compliance with the
requirements of the 1940 Act, the Adviser may retain as a sub-adviser to a
Fund, at the Adviser's own expense, any investment adviser registered under
the Advisers Act.
2. The Trust shall conduct its own business and affairs and shall bear the
expenses and salaries necessary and incidental thereto including, but not
in limitation of the foregoing, the costs incurred in: the maintenance of
its existence as a Delaware statutory trust; the maintenance of its
registration statement under applicable federal securities laws;
preparation, filing and printing of its prospectus, statement of additional
information and sales literature; the maintenance of its compliance
program; the compensation of its compliance officer(s); the maintenance of
its own books, records and procedures; dealing with its own shareholders;
the payment of dividends; transfer of stock, including issuance, redemption
and repurchase of shares; preparation of share certificates; reports and
notices to shareholders; calling and holding of shareholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal
and accounting fees; and taxes. Members and employees of the Adviser may be
trustees, officers or employees of the Trust. In the conduct of the
respective businesses of the parties hereto and in the performance of this
Agreement, the Trust may obtain office space and facilities from the
Adviser and will reimburse the Adviser for its rent or other expenses
thereby incurred.
3. (a) The Adviser shall place and execute Fund orders for the purchase and
sale of portfolio securities with broker-dealers. Subject to the
obtaining the best price and execution reasonably available, the
Adviser is authorized to place orders for the purchase and sale of
portfolio securities for a Fund with such broker-dealers as it may
select from time to time. Subject to subparagraph (b) below, the
Adviser is also authorized to place transactions with brokers who
provide research or statistical information or analyses to such Fund,
to the Adviser, or to any other client for which the Adviser provides
investment advisory services. The Adviser also agrees that it will
cooperate with the Trust to allocate brokerage transactions to brokers
or dealers who provide benefits directly to such Fund; provided,
however, that such allocation comports with applicable law including,
without limitation, Rule 12b-1(h) under the 0000 Xxx.
(b) Notwithstanding the provisions of subparagraph (a) above and subject
to such policies and procedures as may be adopted by the Board and
officers of the Trust, the Adviser is authorized to cause a Fund to
pay a member of an exchange, broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, in such instances where the
Adviser has determined in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research
services provided by such member, broker or dealer, viewed in terms of
either that particular transaction or the Adviser's overall
responsibilities with respect to such Fund and to other funds or
clients for which the Adviser exercises investment discretion.
(c) The Adviser is authorized to direct portfolio transactions to a broker
that is an affiliated person of the Adviser, and sub-adviser or a Fund
in accordance with such standards and procedures as may be approved by
the Board in accordance with Rule 17e-1 under the 1940 Act, or other
rules promulgated by the U.S. Securities and Exchange Commission
("SEC"). Any transaction placed with an affiliated broker must (i) be
placed at best execution, and (ii) may not be a principal transaction.
(d) The Adviser is authorized to aggregate or "bunch" purchase or sale
orders for a Fund with orders for various other clients when it
believes that such action is in the best interests of such Fund and
all other such clients. In such an event, allocation of the securities
purchased or sold will be made by the Adviser in accordance with the
Adviser's written policy.
4. (a) As compensation for the services to be rendered to the Fund by the
Adviser under the provisions of this Agreement, the Trust on behalf of
the Fund shall pay to the Adviser from a Fund's assets an annual fee
equal to the amount of the daily average net assets of such Fund shown
on Schedule A attached hereto, payable on a monthly basis.
(b) If this Agreement is terminated prior to the end of any calendar
month, the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the proportion
which the number of calendar days, during which the Agreement is in
effect, bears to the number of calendar days in the month, and shall
be payable within 10 days after the date of termination.
(c) The Adviser shall look exclusively to the assets of a Fund for payment
of the Fund's advisory fee.
5. The services to be rendered by the Adviser to the Trust on behalf of a Fund
under the provisions of this Agreement are not to be deemed to be
exclusive, and the Adviser shall be free to render similar or different
services to others so long as its ability to render the services provided
for in this Agreement shall not be impaired thereby.
6. The Adviser, its members, employees and agents may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm, entity or
individual, and may render underwriting services to the Trust on behalf of
a Fund or to any other investment company, corporation, association, firm,
entity or individual. In accordance with the Advisers Act, if there is a
change in the membership of the Adviser, which is a limited liability
company, the Adviser shall, within a reasonable time after such change,
notify the Trust and the Board of the change.
7. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of its duties to a Fund, the Adviser
shall not be liable to the Trust, a Fund or to any Trustee or shareholder
of the Trust or a Fund for any loss or damage arising from any action or
omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of
any investment or security, or otherwise.
8. (a) This Agreement shall be executed and become effective as of the date
written below if approved by (i) the Board, including a majority of
the Trustees who are not parties to this Agreement or interested
persons of such party (the "Independent Trustees"), cast in person at
a meeting called for the purpose of voting on such approval; and (ii)
the vote of a majority of the outstanding voting securities of a Fund.
It shall continue in effect for a period of two years and may be
renewed thereafter only so long as such renewal and continuance is
specifically approved as required by the 1940 Act (currently, at least
annually by the Board or by vote of a majority of the outstanding
voting securities of a Fund and only if the terms and the renewal
hereof have been approved by the vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting
on such approval).
(b) No amendment to this Agreement shall be effective unless the terms
thereof have been approved as required by the 1940 Act (currently, by
the vote of a majority of the outstanding voting securities of a Fund
unless such shareholder approval would not be required under
applicable interpretations by the staff of the SEC, and by the vote of
a majority of Independent Trustees, cast in person at a meeting called
for the purpose of voting on such approval).
(c) In connection with such renewal or amendment, it shall be the duty of
the Board to request and evaluate, and the duty of the Adviser to
furnish, such information as may be reasonably necessary to evaluate
the terms of this Agreement and any amendment thereto.
(d) Notwithstanding the foregoing, this Agreement may be terminated by the
Trust at any time, without the payment of a penalty, on sixty days'
written notice to the Adviser of the Trust's intention to do so,
pursuant to action by the Board or pursuant to a vote of a majority of
the outstanding voting securities of a Fund. The Adviser may terminate
this Agreement at any time, without the payment of penalty on sixty
days' written notice to the Trust of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties
hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this
Agreement committed prior to such termination, and except for the
obligation of the Trust to pay to the Adviser the fee provided in
Paragraph 4 hereof. This Agreement shall automatically terminate in
the event of its assignment unless the parties hereto, by agreement,
obtain an exemption from the SEC from the provisions of the 1940 Act
pertaining to the subject matter of this paragraph.
9. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
10. For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities"; "interested persons"; and "assignment"
shall have the meaning defined in the 1940 Act and the rules and
interpretations thereunder.
11. (a) The Trust expressly agrees and acknowledges that the name
"RevenueShares" is the sole property of the Adviser, and, with respect
to such name, that similar names may from time to time be used by
other funds in the investment business that are affiliated with the
Adviser. The Adviser has consented to the use by the Trust of the
identifying words "RevenueShares" and has granted to the Trust a
nonexclusive license to use the name "RevenueShares" as part of the
name of the Trust and the name of any series of shares, including the
Funds. The Trust further expressly agrees and acknowledges that the
non-exclusive license granted herein may be terminated by the Adviser
if the Trust ceases to use the Adviser, an affiliate of the Adviser or
their successors as investment adviser. In such event, the
non-exclusive license granted herein may be revoked by the Adviser and
the Trust shall cease using the name "RevenueShares" as part of its
name or the name of any series of shares, including the Funds, unless
otherwise consented to by the Adviser or any successor to its
interests in such name.
(b) The Trust further understands and agrees that so long as the Adviser
and/or its affiliates shall continue to serve as the Trust's
investment adviser, other mutual funds or other investment products
that may be sponsored or advised by the Adviser and/or its affiliates
shall have the right permanently to adopt and to use the words
"RevenueShares" in their name and in the name of any series or class
of shares of such funds or other investment products.
IN WITNESS WHEREOF, the parties hereto have this Agreement to be executed
by their duly authorized officers this 25th day of January, 2008.
RevenueShares ETF Trust
On behalf of its series funds listed on Schedule A
attached hereto
Attest:_/s/ Xxxxxxxx Folgia_______ By:_/s/ Xxxxxxx X. Lowry_____________
Name: Xxxxxxx X. Xxxxx
Title: President
VTL ASSOCIATES, LLC
Attest:_/s/ Xxxxxxxx Folgia_______ By:_/s/ Xxxxxxx X. Lowry_____________
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
Schedule A
to the
Investment Advisory Agreement
by and between
RevenueShares ETF Trust and
VTL Associates, LLC
Funds Fee
RevenueShares Large Cap Fund 0.45%
RevenueShares Mid Cap Fund 0.50%
RevenueShares Small Cap Fund 0.50%
