N-SAR EXHIBIT 77Q
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 2nd day of December, 2015, by and between
RevenueShares ETF Trust (hereinafter referred to as the "Trust"),
and VTL Associates, LLC (hereinafter referred to as "VTL").
WHEREAS, the Trust is an open-end management investment
company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company
Act of 1940, as amended (the "Investment Company Act"), and VTL is
an investment adviser registered as such with the Commission under
the Investment Advisers Act of 1940, as amended;
WHEREAS, each fund listed under paragraph 5 hereof (each, a
"Fund") is a series of the Trust having a separate portfolio,
investment policies and investment restrictions; and
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, it is agreed by and between the
parties, as follows:
1.General Provision.
a.The Trust hereby employs VTL and VTL hereby undertakes to
act as the investment adviser of the Fund and to perform for the
Fund such other duties and functions as are hereinafter set forth.
VTL shall, in all matters, give to the Fund and the Trust's Board
of Trustees the benefit of its best judgment, effort, advice and
recommendations and shall, at all times conform to, and use its
best efforts to enable the Fund to conform to: (i) the provisions
of the Investment Company Act and any rules or regulations
thereunder; (ii) any other applicable provisions of state or
Federal law; (iii) the provisions of the Declaration of Trust and
By-Laws of the Trust as amended from time to time; (iv) policies
and determinations of the Board of Trustees of the Trust; (v) the
fundamental policies and investment restrictions of the Fund as
reflected in the Trust's registration statement under the
Investment Company Act or as such policies may, from time to time,
be amended by the Fund's shareholders; and (vi) the Prospectus and
Statement of Additional Information of the Trust in effect from
time to time. The appropriate officers and employees of VTL shall
be available upon reasonable notice for consultation with any of
the trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the
valuation of any of the Fund's portfolio securities which are
either not registered for public sale or not being traded on any
securities market.
2.Investment Management.
a.VTL shall, subject to the direction and control by the
Trust's Board of Trustees: (i) regularly provide investment advice
and recommendations to the Fund with respect to its investments,
investment policies and the purchase and sale of securities; (ii)
supervise continuously the investment program of the Fund and the
composition of its portfolio and determine what securities shall be
purchased or sold by the Fund; and (iii) arrange, subject to the
provisions of paragraph 7 hereof, for the purchase of securities
and other investments for the Fund and the sale of securities and
other investments held in the portfolio of the Fund.
b.Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement
and subject to the provisions of paragraph 7 hereof, VTL may obtain
investment information, research or assistance from any other
person, firm or corporation to supplement, update or otherwise
improve its investment management services.
c. To the extent permitted by applicable law, VTL may, from
time to time in its sole discretion, appoint one or more sub-
advisers, including, without limitation, affiliates of VTL, to
perform investment advisory services with respect to the Fund and
may, in its sole discretion, terminate any or all such sub-advisers
at any time to the extent permitted by applicable law.
d. Provided that nothing herein shall be deemed to protect
VTL from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or reckless disregard of its obligations
and duties under the Agreement, VTL shall not be liable for any
loss sustained by reason of good faith errors or omissions in
connection with any matters to which this Agreement relates.
e. Nothing in this Agreement shall prevent VTL or any officer
thereof from acting as investment adviser for any other person,
firm or corporation and shall not in any way limit or restrict VTL
or any of its directors, officers, stockholders or employees from
buying, selling or trading any securities for its or their own
account or for the account of others for whom it or they may be
acting, provided that such activities will not adversely affect or
otherwise impair the performance by VTL of its duties and
obligations under this Agreement and under the Investment Advisers
Act of 1940.
3.Other Duties of VTL.
VTL shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be
required to provide effective corporate administration for the
Fund, including (i) the compilation and maintenance of such records
with respect to its operations as may reasonably be required; (ii)
the preparation and filing of such reports with respect thereto as
shall be required by the Commission; (iii) the composition of
periodic reports with respect to its operations for shareholders of
the Fund; (iv) the composition of proxy materials for meetings of
the Fund's shareholders, and (v) the composition of such
registration statements as may be required by Federal securities
laws for continuous public sale of shares of the Fund. VTL shall,
at its own cost and expense, also provide the Trust with adequate
office space, facilities and equipment.
4.Allocation of Expenses.
All other costs and expenses not expressly assumed by VTL
under this Agreement, or to be paid by the General Distributor of
the shares of the Fund, shall be paid by the Trust, including, but
not limited to: (i) interest and taxes; (ii) brokerage commissions;
(iii) premiums for fidelity and other insurance coverage requisite
to its operations; (iv) the fees and expenses of its trustees other
than those associated or affiliated with VTL; (v) legal and audit
expenses; (vi) custodian and transfer agent fees and expenses;
(vii) expenses incident to the redemption of its shares; (viii)
expenses incident to the issuance of its shares against payment
therefor by or on behalf of the subscribers thereto; (ix) fees and
expenses, other than as hereinabove provided, incident to the
registration for public sale under federal securities laws or the
laws of any state, the District of Columbia, territory,
commonwealth or possession of the Unites States, or any foreign
country; (x) expenses of printing and mailing reports, notices and
proxy materials to shareholders of the Fund; (xi) except as noted
above, all other expenses incidental to holding meetings of the
Fund's shareholders; and (xii) such extraordinary non-recurring
expenses as may arise, including litigation, affecting the Fund and
any obligation which the Trust may have on behalf of the Fund to
indemnify its officers and trustees with respect thereto. Any
officers or employees of VTL or any entity controlling, controlled
by or under common control with VTL, who may also serve as
officers, trustees or employees of the Trust shall not receive any
compensation from the Trust for their services. The expenses with
respect to any two or more series of the Trust shall be allocated
in proportion to the net assets of the respective series except
where allocations of direct expenses can be made.
5.Compensation of VTL.
The Trust agrees to pay VTL on behalf of the Fund and VTL
agrees to accept as full compensation for the performance of all
functions and duties on its part to be performed pursuant to the
provisions hereof, a management fee payable monthly and calculated
on the daily net assets of the Fund at an annual rate as noted
below:
FUND:
COMPENSATION:
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%
RevenueShares Ultra Dividend Fund
0.45%
RevenueShares Emerging Market Fund
0.60%
RevenueShares Global Growth Fund
0.70%
6.Use of Name "Xxxxxxxxxxx."
VTL hereby grants to the Trust a royalty-free, non-exclusive
license to use the name "Xxxxxxxxxxx" in the name of the Trust and
the Fund for the duration of this Agreement and any extensions or
renewals thereof. Such license may, upon termination of this
Agreement, be terminated by VTL, in which event the Trust shall
promptly take whatever action may be necessary to change its name
and the name of the Fund and discontinue any further use of the
name "Xxxxxxxxxxx" in the name of the Trust or the Fund or
otherwise. The name "Xxxxxxxxxxx" may be used or licensed by VTL in
connection with any of its activities, or licensed by VTL to any
other party.
7.Portfolio Transactions and Brokerage.
a.VTL is authorized, in arranging the Fund's portfolio
transactions, to employ or deal with such members of securities or
commodities exchanges, brokers or dealers, including "affiliated"
broker-dealers (as that term is defined in the Investment Company
Act) (hereinafter "broker-dealers"), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense,
the "best execution" (prompt and reliable execution at the most
favorable security price obtainable) of the Fund's portfolio
transactions as well as to obtain, consistent with the provisions
of subparagraph (c) of this paragraph 7, the benefit of such
investment information or research as will be of significant
assistance to the performance by VTL of its investment management
functions.
b.VTL shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to
obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best
execution of particular portfolio transaction(s) will be judged by
VTL on the basis of all relevant factors and considerations
including, insofar as feasible, the execution capabilities required
by the transaction or transactions; the ability and willingness of
the broker-dealer to facilitate the Fund's portfolio transactions
by participating therein for its own account; the importance to the
Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular
securities might be purchased or sold; as well as any other matters
relevant to the selection of a broker-dealer for particular and
related transactions of the Fund.
c.VTL shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-
dealers, other than an affiliated broker-dealer, qualified to
obtain best execution of such transactions who provide brokerage
and/or research services (as such services are defined in Section
28(e)(3) of the Securities Exchange Act of 1934) for the Fund
and/or other accounts for which VTL or its affiliates exercise
"investment discretion" (as that term is defined in Section
3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Trust to pay such broker-dealers a commission for effecting a
portfolio transaction for the Fund that is in excess of the amount
of commission another broker-dealer adequately qualified to effect
such transaction would have charged for effecting that transaction,
if VTL determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer, viewed in terms
of either that particular transaction or the overall
responsibilities of VTL and its investment advisory affiliates with
respect to the accounts as to which they exercise investment
discretion. In reaching such determination, VTL will not be
required to place or attempt to place a specific dollar value on
the brokerage and/or research services provided or being provided
by such broker-dealer. In demonstrating that such determinations
were made in good faith, VTL shall be prepared to show that all
commissions were allocated for the purposes contemplated by this
Agreement and that the total commissions paid by the Trust over a
representative period selected by the Trust's trustees were
reasonable in relation to the benefits to the Fund.
d.VTL shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select
any broker-dealer on the basis of its purported or "posted"
commission rate but will, to the best of its ability, endeavor to
be aware of the current level of the charges of eligible broker-
dealers and to minimize the expense incurred by the Fund for
effecting its portfolio transactions to the extent consistent with
the interests and policies of the Fund as established by the
determinations of the Board of Trustees of the Trust and the
provisions of this paragraph 7.
e.The Trust recognizes that an affiliated broker-dealer: (i)
may act as one of the Fund's regular brokers so long as it is
lawful for it so to act; (ii) may be a major recipient of brokerage
commissions paid by the Trust; and (iii) may effect portfolio
transactions for the Fund only if the commissions, fees or other
remuneration received or to be received by it are determined in
accordance with procedures contemplated by any rule, regulation or
order adopted under the Investment Company Act for determining the
permissible level of such commissions.
8.Duration.
This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 10 hereof,
this Agreement shall remain in effect until two years from the date
of execution hereof, and thereafter will continue in effect from
year to year, so long as such continuance shall be approved at
least annually by the Trust's Board of Trustees, including the vote
of the majority of the Trustees of the Trust who are not parties to
this Agreement or "interested persons" (as defined in the
Investment Company Act) of any such party, cast in person at a
meeting called for the purpose of voting on such approval, or by
the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding voting securities of the Fund and by such a
vote of the Trust's Board of Trustees.
9.Termination.
This Agreement may be terminated: (i) by VTL at any time
without penalty upon giving the Trust sixty days' written notice
(which notice may be waived by the Trust); or (ii) by the Trust at
any time without penalty upon sixty days' written notice to VTL
(which notice may be waived by VTL) provided that such termination
by the Trust shall be directed or approved by the vote of a
majority of all of the trustees of the Trust then in office or by
the vote of the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the
Fund.
10.Assignment or Amendment.
This Agreement may not be amended without the affirmative vote
of the Board of Trustees of the Trust, including a majority of the
Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for
the purposes of voting on such approval and, where required by the
Investment Company Act, by a vote or written consent of a
"majority" of the outstanding voting securities of the Trust, and
shall automatically and immediately terminate in the event of its
"assignment," as defined in the Investment Company Act.
11.Disclaimer of Trustee or Shareholder Liability.
VTL understands and agrees that the obligations of the Trust
under this Agreement are not binding upon any Trustee or
shareholder of the Trust or Fund personally, but bind only the
Trust and the Trust's property. VTL represents that it has notice
of the provisions of the Declaration of Trust of the Trust
disclaiming Trustee or shareholder liability for acts or
obligations of the Trust.
12.Definitions.
The terms and provisions of this Agreement shall be
interpreted and defined in a manner consistent with the provisions
and definitions of the Investment Company Act.
RevenueShares ETF Trust, for the Funds listed under paragraph 5 hereof
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
VTL Associates, LLC
By:/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Senior Vice President
