One Commerce Square,
2005 Market Street Suite 2020
Philadelphia, Pennsylvania 19103

(Address of principal executive offices) (Zip code)

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

Date of fiscal year end: June 30

Date of reporting period: July 1, 2011 – June 30, 2012

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

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Table of Contents


Letter to Shareholders	2
Management Discussion of Fund Performance	4
Shareholder Expense Examples	16
Schedule of Investments Summary Tables	17
Schedules of Investments
RevenueShares Large Cap Fund	18
RevenueShares Mid Cap Fund	23
RevenueShares Small Cap Fund	28
RevenueShares Financials Sector Fund	34
RevenueShares ADR Fund	35
RevenueShares Navellier Overall A-100 Fund	38
Statements of Assets and Liabilities	40
Statements of Operations	41
Statements of Changes in Net Assets	42
Financial Highlights	44
Notes to Financial Statements	50
Report of Independent Registered Public Accounting Firm	57
Trustees and Officers of the RevenueShares ETF Trust	58
Supplemental Information	60

Letter To Shareholders

August 2012

Dear Shareholder:

As the RevenueShares Fiscal Year ended June 30, 2012, five of the RevenueShares ETFs experienced negative returns during the period, while the Large Cap Revenue Weighted S&P 500 returned +2.59%, net of fees: The global equity markets were negatively impacted by the European banking and political turmoil as well as a slower growth rate experienced in China.

Total NAV Returns for the Fiscal Year ended June 30, 2012:

•

RWL, RevenueShares Large Cap Fund +2.59% vs. S&P 500 Index, +5.45%

•

RWK, RevenueShares Mid Cap Fund -2.72% vs. S&P 400 Index, -2.33%

•

RWJ, RevenueShares Small Cap Fund -1.75% vs. S&P 600 Index, +1.43%

•

RTR, RevenueShares ADR Index Fund -16.3% vs. S&P ADR Index, -12.57%

•

RWW, RevenueShares Financial Sector Index Fund -5.95% vs. S&P Financial Sector Index, -2.68%

•

RWV, RevenueShares Navellier Overall A-100 Index Fund -7.61% vs. Navellier Market Cap Index, -7.84%

The third quarter of 2011 and second quarter of 2012 were periods of significant market volatility on the downside. The RevenueShares Mid and Small Cap Funds were most affected by the July/August 2011 downturn, as they experienced their most difficult quarter since 2008. Both the actual and feared slow down in global economic activity during the 3rd quarter of 2011 affected the RevenueShares Mid and Small Cap S&P Revenue Weighted Funds, primarily due the Mid Cap Fund’s exposure to energy and the Small Cap Fund’s exposure to certain health care companies. The RevenueShares Large Cap Fund pulled through this period, despite significant underweighting to technology, versus the cap weighted S&P 500. The Fund experienced a strong rally from the fourth quarter 2011 through the third quarter of 2012, producing a positive return for the fiscal year.

The RevenueShares ADR Fund, which has about a 20% exposure to emerging markets as well as China, experienced a significant downturn with a -16.3% return for the fiscal year. The ongoing European banking and political turmoil has weighed heavily on investor confidence on a global scale. Negative investor behavior continued through the second quarter of 2012, as global markets once again experienced downward volatility during the 2nd quarter 2012. The Financial Sector fund had a significant weighting to money center and global based banks during the period which resulted in a very difficult 3rd quarter 2011, however, the Fund rallied significantly since the 3rd quarter 2011 downturn.

The RevenueShares Large Cap Fund not only trailed in the technology sector, but experienced head winds in the consumer discretion sector as well. This sector typically underperforms during periods of economic slowdown and during expansions this sector is typically a leader.

The RevenueShares Mid Cap Fund has been has been a solid performer for the past three years, but experienced a setback as a result of the Fund’s energy and technology holdings during the fiscal year.

The RevenueShares Small Cap Fund has been a very strong performer for the past three years. However, the Funds technology and health care holdings trimmed its returns for the fiscal year.

The RevenueShares ADR Fund, which has exposure to both developed and emerging markets, experienced a significant downturn primarily due to its China and other emerging market holdings. We believe these two asset classes will perform well over the long term and are very comfortable with the Fund’s exposure to this market.

The RevenueShares Financial Sector Fund has significant weightings to large money centers and global banks. We believe as economic conditions improve the money center banks will experience solid earnings growth over the next several years.

The RevenueShares Navellier Overall A-100 Fund has a growth and momentum bias to its holdings and we expect this Fund to respond very well in an earnings expansion environment.

Letter To Shareholders — concluded

Both the economy and equity markets face challenges going forward, however, VTL Associates believes that the valuations in the equity markets are compelling, and with the low interest rate environment, we believe that equities will be the best performing asset class over the next 12 months.

Vincent T. Lowry
C.E.O. and Chief Investment Officer
VTL Associates, LLC

An investment in the Funds is subject to investment risk, including the possible loss of principal amount invested. Fund returns may not match the return of their respective Index, known as non-correlation risk, due to operating expenses incurred by the Funds. The alternative weighting approach employed by the Funds (i.e., using revenues as a weighting measure), while designed to enhance potential returns, may not produce the desired results. The risks associated with each specific fund are detailed in the prospectus and could include factors such as increased volatility risk, small and medium capitalization stock risk, concentration risk, non-diversification risk, financials sector risk, American Depositary Receipt risk, currency exchange risk, foreign market risk, growth style investing risk, portfolio turnover risk, and/or special risks of exchange-traded funds.

The S&P 500^®Index is a broad-based, unmanaged measurement of changes in stock market conditions based on the average of 500 widely held common stocks. The S&P MidCap 400™ Index consists of 400 domestic mid cap stocks selected for market size, liquidity and industry group representation. The S&P SmallCap 600TM Index consists of 600 domestic small cap stocks selected for market size, liquidity and industry group representation. The S&P 500^®Financials Index is a stock market index comprised of large cap companies that Standard & Poor’s^®deems to be part of the Financials sector of the U.S. economy, using Global Industry Classification Standards. S&P^®ADR Index is a U.S. dollar denominated index of the non-U.S. companies contained in the S&P^®Global 1200 Ex U.S. Index. The S&P^®Global 1200 Ex U.S. Index is a free-float weighted global index covering 29 countries and approximately 70% of the world’s capital markets. The Russell 3000 Index measures the performance of the 3000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. One cannot invest directly in an index.

RevenueShares ETFs are not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation regarding the advisability of investing in RevenueShares ETFs.

The views in this letter were those of the Fund manager as of the publication of the report and may not necessarily reflect his views on the date this letter is first published or anytime thereafter. These views are intended to assist shareholders in understanding the Funds’ present investment methodology and do not constitute investment advice.

A Fund’s per share net asset value or “NAV” is the value of one share of a Fund as calculated in accordance with the standard formula for valuing mutual fund shares. The NAV return is based on the NAV of a Fund and the market return is based on the market price per share of a Fund. The price used to calculate market return (“Market Price”) is determined by using the mean of the bid and offer on the primary stock exchange on which the shares of the Fund are listed for trading when the Fund’s NAV is calculated at market close. Market and NAV returns assume that dividends and capital gain distributions have been reinvested in the Fund at Market Price and NAV, respectively. Price to earnings ratio is the value of a company’s stock price relative to company earnings.

Management Discussion of Fund Performance

June 30, 2012

RevenueShares Large Cap Fund™ (Ticker: RWL)

The Fund seeks to achieve its investment objective of outperforming the total return performance of the S&P 500 Index (“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^®. 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 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.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Motorola Mobility (+81.39%), Expedia (+77.74%), Apple Inc (+73.98%), while the bottom three performers in this group were Netflix (–73.93%) Alpha Natural Resource, (–80.83%), and First Solar (–88.61%).

Management Discussion of Fund Performance — continued


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(February 22, 2008)		1 Year		(February 22, 2008)
Index
RevenueShares Large Cap Index™	3.16	%	11.16	%	3.16	%	2.30	%
S&P 500 Index	5.45	%	11.76	%	5.45	%	2.59	%
Fund
NAV Return	2.59	%	6.90	%	2.59	%	1.54	%
Market Price	2.57	%	8.76	%	2.57	%	1.95	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the Large Cap Fund’s annual operating expense ratio (gross) is 0.73% and the net expense ratio is 0.49%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce Fund returns. RevenueShares Large Cap Index™ returns became publicly available on January 3, 2006. Index returns do not represent Fund returns. One cannot invest directly in an index.

Management Discussion of Fund Performance — continued

June 30, 2012

RevenueShares Mid Cap Fund™ (Ticker: RWK)

The Fund seeks to achieve its investment objective of outperforming the total return performance of the S&P MidCap 400 Index (“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. The S&P MidCap 400 is a stock market index comprised of common stock of 400 mid-sized companies selected by Standard & Poor’s^®. 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.

The RevenueShares Mid Cap Fund has been a solid performer for the past three years, but experienced a setback as a result of the Fund’s energy and technology holdings during the fiscal year.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Regeneron Pharmaceuticals (+111.69%), Fortune Brands (+81.40%), Monster Beverage Corp. (+75.91%), while the bottom three performers in this group were Arch Coal (–74.74%), Green Mountain Coffee Roasters (–76.50%), and Patriot Coal Corp (–94.91%).

Management Discussion of Fund Performance — continued


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(February 22, 2008)		1 Year		(February 22, 2008)
Index
RevenueShares Mid Cap Index™	-1.53	%	30.43	%	-1.53	%	6.29	%
S&P MidCap 400 Index	-2.33	%	26.50	%	-2.33	%	5.54	%
Fund
NAV Return	-2.72	%	25.39	%	-2.72	%	5.34	%
Market Price	-2.80	%	26.95	%	-2.80	%	5.63	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the Mid Cap Fund’s annual operating expense ratio (gross) is 0.81% and the net expense ratio is 0.54%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund Shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce returns. RevenueShares Mid Cap Index™ returns became publicly available on January 3, 2006. Index returns do not represent Fund returns. One cannot invest directly in an index.

Management Discussion of Fund Performance — continued

June 30, 2012

RevenueShares Small Cap Fund™ (Ticker: RWJ)

The Fund seeks to achieve its investment objective of outperforming the total return performance of the S&P Small Cap 600 Index (“S&P Small Cap 600”) by investing in the constituent securities of the S&P Small Cap 600 in the same proportions as the RevenueShares Small Cap. The S&P Small Cap 600 is a stock market index comprised of 600 common stocks of small-cap companies selected by Standard & Poor’s^®based on inclusion criteria to ensure that they are investable and financially viable. 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 Small Cap 600 at the time of purchase. The Fund will provide shareholders with at least 60 days’ notice prior to any change in this policy.

The RevenueShares Small Cap Fund has been a very strong performer for the past three years. However, the Funds technology and health care holdings trimmed its returns for the fiscal year.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Multimedia Games Inc. (+207.69%), Arctic Cat Inc. (+172.22%), Questor Pharmaceutical (+120.91%), while the bottom three performers in this group were Nci Inc. (–82.17%), Thq Inc, (–85.08%), and Savient Pharmaceutical (–92.78%).

Management Discussion of Fund Performance — continued


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(February 22, 2008)		1 Year		(February 22, 2008)
Index
RevenueShares Small Cap Index™	-1.07	%	43.55	%	-1.07	%	8.68	%
S&P SmallCap 600 Index	1.43	%	27.75	%	1.43	%	5.78	%
Fund
NAV Return	-1.75	%	38.13	%	-1.75	%	7.70	%
Market Price	-1.67	%	39.55	%	-1.67	%	7.96	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the Small Cap Fund’s annual operating expense ratio (gross) is 0.83% and the net expense ratio is 0.54%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce returns. RevenueShares Small Cap Index™ returns became publicly available on January 3, 2006. Index returns do not represent Fund returns. One cannot invest directly in an index.

Management Discussion of Fund Performance — continued

June 30, 2012

RevenueShares Financials Sector Fund™ (Ticker: RWW)

The Fund seeks to achieve its investment objective of outperforming the total return performance of the S&P 500^®Financials Index by investing in the constituent securities of the S&P 500^®Financials Index in the same proportions as the RevenueShares Financials Sector Index. The S&P 500^®Financials Index is a stock market index comprised of large cap companies that Standard & Poor’s^®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^®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^®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^®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.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Simon Property Group Inc. (+37.88%), Cincinnati Financial Corp. (+37.27%), Discovery Financial Services (+30.82%), while the bottom three performers in this group were Leucadia National (–36.91%), E*TRADE Financial Corp. (–41.73%), and Genworth Financial (–44.94%).

Management Discussion of Fund Performance — continued


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(November 10, 2008)		1 Year		(November 10, 2008)
Index
RevenueShares Financials Sector Index™	-5.44	%	23.10	%	-5.44	%	5.88	%
S&P 500 Financials Index	-2.68	%	11.02	%	-2.68	%	3.84	%
S&P 500 Index	5.45	%	60.62	%	5.45	%	13.92	%
Fund
NAV Return	-5.95	%	33.45	%	-5.95	%	8.27	%
Market Price	-5.93	%	32.94	%	-5.93	%	8.16	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the Financials Sector Fund’s annual operating expense ratio (gross) is 1.03% and the net expense ratio is 0.49%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Performance reflects reinvestment of all dividend and capital gains distributions. During this period, some of the Fund’s fees were waived and/or expenses reimbursed; otherwise, the Fund’s performance would have been lower. Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce returns. RevenueShares Financials Sector Index™ returns became publicly available on October 1, 2008. Index returns do not represent Fund returns. One cannot invest directly in an index.

Management Discussion of Fund Performance — continued

June 30, 2012

RevenueShares ADR Fund™ (Ticker: RTR)

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 RevenueShares ADR Index generally contains the same securities as the S&P ADR Index, but in different proportions. Constituent securities that are added to or removed from the S&P ADR Index during a calendar quarter are generally added to and removed from the RevenueShares ADR Index on a quarterly basis. 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.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Credicorp Ltd. (+48.80%), Ecopetrol S A (+46.44%), Asmld Holdings Nv (+40.49%), while the bottom three performers in this group were Alcatel-Lucent (–71.75%), Research in Motion Limited (–74.38%), and National Bank of Greece S A. (–76.08%).

Management Discussion of Fund Performance — continued


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(November 18, 2008)		1 Year		(November 18, 2008)
Index
RevenueShares ADR Index™	-15.75	%	49.50	%	-15.75	%	11.77	%
S&P ADR Index	-12.57	%	32.53	%	-12.57	%	11.38	%
MSCI EAFE Index (net)	-13.36	%	41.58	%	-13.36	%	10.39	%
Fund
NAV Return	-16.30	%	56.60	%	-16.30	%	13.24	%
Market Price	-16.32	%	56.29	%	-16.32	%	13.17	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the ADR Fund’s annual operating expense ratio (gross) is 0.99% and the net expense ratio is 0.49%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Performance reflects reinvestment of all dividend and capital gains distributions. During this period, some of the Fund’s fees were waived and/or expenses reimbursed; otherwise, the Fund’s performance would have been lower. Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce returns. RevenueShares ADR Index™ returns became publicly available on October 1, 2008. Index returns do not represent Fund returns. One cannot invest directly in an index.

The MSCI EAFE Index (Europe, Australasia, Far East) adjusts the market capitalization of index constituents for free float and targets for index inclusion 85% of free float-adjusted market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

Management Discussion of Fund Performance — continued

June 30, 2012

RevenueShares Navellier Overall A-100 Fund™ (Ticker: RWV)

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 constructed from companies that are traded on the New York Stock Exchange, Nasdaq Stock Exchange or American Stock Exchange that have over 2,500 shares traded daily, a closing price over $1, and companies that have been public for at least one year. This universe of companies is narrowed through a combination of quantitative and fundamental screens to select the top 100 of the total universe. This is accomplished by implementing a multi-factor model that encompasses nine factors, one of which is quantitative based and eight that are fundamental. The quantitative factor begins with a computer-driven analysis based on Modern Portfolio Theory. The Index calculates reward (alpha) and risk (standard deviation) characteristics for the universe of approximately 4,800 stocks. Trailing 52-week “alphas” (measure of return independent of the market) are divided by trailing 52-week “standard deviations” (measure of volatility or risk) to create a “reward/risk” ratio. This factor has the highest weight in the Navellier Overall A-100 Index.

The RevenueShares Navellier Overall A- 100 Fund has a growth and momentum bias to its holdings and we expect this Fund to respond very well in an earnings expansion environment.

Among the top and bottom performing Fund holdings for the fiscal year 6/30/2012, the top three performers were Akorn Inc. (+125.28%), Spectrum Inc (+97.46%), Monster Beverage Corp. (+75.91%), while the bottom three performers in this group were Fuwei Films Holdings (–58.66%), Travelzoo Inc (–62.90%), and Diamonds Foods Inc. (–64.56%).

Management Discussion of Fund Performance — concluded


	Cumulative Total Return				Average Annual Total Return
Fund Performance History (%)	As of June 30, 2012				As of June 30, 2012
			Since Inception				Since Inception
	1 Year		(January 21, 2009)		1 Year		(January 21, 2009)
Index
RevenueShares Navellier Overall A-100 Index™	-6.71	%	60.90	%	-6.71	%	14.84	%
Navellier Overall A-100 Index	-7.84	%	58.92	%	-7.84	%	12.13	%
Russell 3000 Index	3.84	%	77.61	%	3.84	%	18.19	%
Fund
NAV Return	-7.61	%	57.83	%	-7.61	%	14.22	%
Market Price	-7.93	%	57.60	%	-7.93	%	14.17	%

Performance data quoted represents past performance and is no guarantee of future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than original cost. As stated in the current prospectus, the Navellier Overall A-100 Fund’s annual operating expense ratio (gross) is 1.60% and the net expense ratio is 0.60%. (Actual expenses can be referenced in the Financial Highlights section later in this report.) The Fund’s advisor has contractually agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the Fund’s expenses from exceeding the net expense ratio. This agreement is in effect until October 31, 2012. The performance table and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For the Fund’s most recent month end performance please visit www.revenuesharesetfs.com.

Performance reflects reinvestment of all dividend and capital gains distributions. During this period, some of the Fund’s fees were waived and/or expenses reimbursed; otherwise, the Fund’s performance would have been lower. Index returns reflect the reinvestment of dividends but do not reflect any management fees, transaction costs or other expenses that would be incurred by a portfolio or fund, or brokerage commissions on transactions in Fund shares. Such fees, expenses and commissions reduce returns. RevenueShares Navellier Overall A-100 Index™ returns became publicly available on December 31, 2008. Index returns do not represent Fund returns. One cannot invest directly in an index.

The Russell 3000 Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

Shareholder Expense Examples

As a shareholder of a RevenueShares ETF, you incur two types of costs: (1) transaction costs for purchasing and selling shares and (2) ongoing costs, including advisory fees and other fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars and cents) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The actual and hypothetical expense examples below are based on an investment of $1,000 held for the entire six-month period from January 1, 2012 to June 30, 2012.

Actual expenses

The first line under each Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for your Fund under the heading entitled “Expenses Paid During the Six Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second line under each Fund in the table provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of Fund shares. Therefore, the second line under each Fund in the table is useful in comparing ongoing Fund costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning		Ending		Annualized		Expenses Paid
	Account		Account		Expense Ratios		During the
	Value		Value		for the Six Month		Six Month
	1/1/2012		6/30/2012		Period		Period†
RevenueShares Large Cap Fund
Actual	$	1,000.00	$	1,087.15	0.49	%	$	2.54
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.43	0.49	%	$	2.46
RevenueShares Mid Cap Fund
Actual	$	1,000.00	$	1,063.58	0.54	%	$	2.77
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.18	0.54	%	$	2.72
RevenueShares Small Cap Fund
Actual	$	1,000.00	$	1,052.26	0.54	%	$	2.76
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.18	0.54	%	$	2.72
RevenueShares Financials Sector Fund
Actual	$	1,000.00	$	1,156.67	0.49	%	$	2.63
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.43	0.49	%	$	2.46
RevenueShares ADR Fund
Actual	$	1,000.00	$	1,002.52	0.49	%	$	2.44
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.43	0.49	%	$	2.46
RevenueShares Navellier Overall A-100 Fund
Actual	$	1,000.00	$	1,060.86	0.60	%	$	3.07
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.88	0.60	%	$	3.02

†

Expenses are calculated using each Fund’s annualized expense ratio, multiplied by the average account value for the period, multiplied by 182/366 (to reflect the six-month period).

Schedule of Investments Summary Tables

(Unaudited)


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

	% of			% of			% of
Industry	Net Assets		Industry	Net Assets		Industry	Net Assets
Automobiles & Components	1.9	%	Automobiles & Components	0.3	%	Automobiles & Components	0.6	%
Banks	1.9		Banks	2.0		Banks	2.7
Capital Goods	8.5		Capital Goods	14.8		Capital Goods	11.7
Commercial & Professional Services	0.6		Commercial & Professional Services	4.0		Commercial & Professional Services	5.9
Consumer Durables & Apparel	1.0		Consumer Durables & Apparel	2.9		Consumer Durables & Apparel	4.9
Consumer Services	1.1		Consumer Services	2.1		Consumer Services	5.0
Diversified Financials	5.7		Diversified Financials	1.3		Diversified Financials	1.5
Energy	17.1		Energy	6.6		Energy	3.2
Food & Staples Retailing	8.7		Food & Staples Retailing	4.1		Food & Staples Retailing	4.0
Food, Beverage & Tobacco	4.7		Food, Beverage & Tobacco	3.0		Food, Beverage & Tobacco	2.9
Health Care Equipment & Services	7.3		Health Care Equipment & Services	9.2		Health Care Equipment & Services	8.5
Household & Personal Products	1.5		Household & Personal Products	0.7		Household & Personal Products	0.6
Insurance	5.8		Insurance	5.3		Insurance	2.5
Materials	3.6		Materials	7.8		Materials	7.9
Media	2.9		Media	1.4		Media	1.4
Money Market Fund	2.8		Money Market Fund	4.9		Money Market Fund	4.1
Pharmaceuticals, Biotechnology			Pharmaceuticals, Biotechnology			Pharmaceuticals, Biotechnology
& Life Sciences	3.5		& Life Sciences	1.2		& Life Sciences	1.4
Real Estate Investment Trusts	0.4		Real Estate Investment Trusts	1.5		Real Estate Investment Trusts	1.3
Retailing	5.8		Real Estate Management			Real Estate Management
Semiconductors & Semiconductor			& Development	0.3		& Development	0.0	†
Equipment	1.2		Retailing	7.4		Retailing	10.8
Software & Services	4.0		Semiconductors & Semiconductor			Semiconductors & Semiconductor
Technology Hardware & Equipment	4.9		Equipment	1.2		Equipment	2.5
Telecommunication Services	3.0		Software & Services	3.7		Software & Services	4.4
Transportation	1.7		Technology Hardware & Equipment	11.3		Technology Hardware & Equipment	10.0
Utilities	3.2		Telecommunication Services	0.6		Telecommunication Services	0.8
Total Investments	102.8		Transportation	3.5		Transportation	2.1
Liabilities in Excess of Other Assets	(2.8	)	Utilities	4.3		Utilities	3.4
Net Assets	100.0	%	Total Investments	105.4		Total Investments	104.1
			Liabilities in Excess of Other Assets	(5.4	)	Liabilities in Excess of Other Assets	(4.1	)
			Net Assets	100.0	%	Net Assets	100.0	%

RevenueShares Financial Sector Fund			RevenueShares ADR Fund			RevenueShares Navellier Overall
						A-100 Fund

	% of			% of			% of
Industry	Net Assets		Industry	Net Assets		Industry	Net Assets
Capital Markets	11.5	%	Automobiles & Components	5.4	%	Banks	1.6	%
Commercial Banks	13.4		Banks	12.3		Capital Goods	6.8
Consumer Finance	4.7		Capital Goods	3.0		Commercial & Professional Services	1.1
Diversified Financial Services	25.1		Consumer Durables & Apparel	3.1		Consumer Durables & Apparel	6.6
Insurance	41.8		Consumer Services	0.3		Consumer Services	2.5
Money Market Fund	0.0	†	Diversified Financials	3.8		Diversified Financials	0.8
Paper & Forest Products	0.5		Energy	35.5		Energy	3.4
Real Estate Investment Trusts	2.2		Food & Staples Retailing	0.5		Food & Staples Retailing	2.9
Real Estate Management			Food, Beverage & Tobacco	3.1		Food, Beverage & Tobacco	9.1
& Development	0.4		Health Care Equipment & Services	0.3		Health Care Equipment & Services	1.3
Thrifts & Mortgage Finance	0.3		Insurance	4.3		Household & Personal Products	1.7
Total Investments	99.9		Materials	7.3		Insurance	8.2
Other Assets in Excess of Liabilities	0.1		Media	0.8		Materials	1.7
Net Assets	100.0	%	Money Market Fund	2.5		Media	2.0
			Pharmaceuticals, Biotechnology			Money Market Fund	3.0
			& Life Sciences	3.2		Pharmaceuticals, Biotechnology
			Real Estate	0.3		& Life Sciences	4.4
			Semiconductors & Semiconductor			Real Estate	1.6
			Equipment	0.5		Retailing	26.7
			Software & Services	0.3		Semiconductors & Semiconductor
			Technology Hardware & Equipment	2.6		Equipment	0.1
			Telecommunication Services	10.6		Software & Services	8.7
			Transportation	0.4		Technology Hardware & Equipment	8.8
			Utilities	2.0		Transportation	0.3
			Total Investments	102.1		Total Investments	103.3
			Liabilities in Excess of Other Assets	(2.1	)	Liabilities in Excess of Other Assets	(3.3	)
			Net Assets	100.0	%	Net Assets	100.0	%

†

Less than 0.05%

Schedule of Investments

RevenueShares Large Cap Fund

June 30, 2012

Investments	Shares	Value
COMMON STOCKS—100.0%
Automobiles & Components—1.9%
BorgWarner, Inc.*(a)	1,588	$	104,157
Ford Motor Co.	197,614		1,895,118
Goodyear Tire & Rubber Co.*	29,843		352,446
Harley-Davidson, Inc.	1,628		74,449
Johnson Controls, Inc.	21,589		598,231
Total Automobiles & Components			3,024,401

Banks—1.9%
BB&T Corp.	5,196		160,297
Comerica, Inc.	1,349		41,428
Fifth Third Bancorp	8,163		109,384
First Horizon National Corp.	3,083		26,668
Hudson City Bancorp, Inc.	6,178		39,354
Huntington Bancshares, Inc.	7,546		48,294
KeyCorp	10,109		78,244
M&T Bank Corp.	836		69,028
People's United Financial, Inc.	1,687		19,586
PNC Financial Services Group, Inc.	4,273		261,123
Regions Financial Corp.	18,556		125,253
SunTrust Banks, Inc.	6,675		161,735
U.S. Bancorp	10,432		335,493
Wells Fargo & Co.	42,522		1,421,936
Zions Bancorporation	2,215		43,015
Total Banks			2,940,838

Capital Goods—8.5%
3M Co.	5,240		469,504
Boeing Co.	14,128		1,049,710
Caterpillar, Inc.	10,028		851,478
Cooper Industries PLC, Class A	1,223		83,384
Cummins, Inc.	2,840		275,224
Danaher Corp.	4,479		233,266
Deere & Co.	6,186		500,262
Dover Corp.	2,253		120,783
Eaton Corp.(a)	6,272		248,559
Emerson Electric Co.	8,019		373,525
Fastenal Co.	1,037		41,802
Flowserve Corp.	629		72,178
Fluor Corp.	7,226		356,531
General Dynamics Corp.	7,799		514,422
General Electric Co.	113,505		2,365,444
Goodrich Corp.	958		121,570
Honeywell International, Inc.	10,003		558,568
Illinois Tool Works, Inc.	4,998		264,344
Ingersoll-Rand PLC	5,773		243,505
Jacobs Engineering Group, Inc.*	4,340		164,312
Joy Global, Inc.	1,139		64,615
L-3 Communications Holdings, Inc.	3,292		243,641
Lockheed Martin Corp.(a)	8,736		760,731
Masco Corp.	8,430		116,924
Northrop Grumman Corp.	6,754		430,838
PACCAR, Inc.	5,711		223,814
Pall Corp.	771		42,259
Parker Hannifin Corp.	2,311		177,670
Precision Castparts Corp.	560		92,114
Quanta Services, Inc.*	2,858		68,792
Raytheon Co.	7,233		409,315
Rockwell Automation, Inc.	1,297		85,680

Investments	Shares	Value
Rockwell Collins, Inc.	1,522	$	75,111
Roper Industries, Inc.	422		41,601
Snap-On, Inc.	725		45,131
Textron, Inc.	6,757		168,047
Tyco International Ltd.	5,036		266,153
United Technologies Corp.	12,008		906,964
W.W. Grainger, Inc.	649		124,115
Xylem, Inc./NY	2,414		60,760
Total Capital Goods			13,312,646

Commercial & Professional Services—0.6%
Avery Dennison Corp.	3,661		100,092
Cintas Corp.	1,686		65,096
Dun & Bradstreet Corp.	398		28,326
Equifax, Inc.	648		30,197
Iron Mountain, Inc.	1,456		47,990
Pitney Bowes, Inc.(a)	5,604		83,892
R.R. Donnelley & Sons Co.(a)	14,995		176,491
Republic Services, Inc.	4,914		130,024
Robert Half International, Inc.	1,980		56,568
Stericycle, Inc.*	282		25,851
Waste Management, Inc.	6,315		210,921
Total Commercial & Professional Services			955,448

Consumer Durables & Apparel—1.0%
Coach, Inc.	1,037		60,644
D.R. Horton, Inc.	3,266		60,029
Fossil, Inc.*(a)	500		38,270
Harman International Industries, Inc.	1,508		59,717
Hasbro, Inc.(a)	1,924		65,166
Leggett & Platt, Inc.	2,754		58,192
Lennar Corp., Class A	1,751		54,123
Mattel, Inc.	3,017		97,871
Newell Rubbermaid, Inc.	5,003		90,754
NIKE, Inc., Class B	3,128		274,576
Pulte Group, Inc.*	6,684		71,519
Ralph Lauren Corp., Class A	592		82,916
Stanley Black & Decker, Inc.	2,504		161,157
VF Corp.	956		127,578
Whirlpool Corp.	4,773		291,917
Total Consumer Durables & Apparel			1,594,429

Consumer Services—1.1%
Apollo Group, Inc., Class A*	2,250		81,428
Carnival Corp.(a)	6,924		237,285
Chipotle Mexican Grill, Inc., Class A*	81		30,776
Darden Restaurants, Inc.	2,249		113,867
DeVry, Inc.	1,225		37,938
H&R Block, Inc.	3,313		52,942
International Game Technology	2,002		31,531
Marriott International, Inc., Class A	4,835		189,532
McDonald's Corp.	4,673		413,701
Starbucks Corp.	3,245		173,023
Starwood Hotels & Resorts
Worldwide, Inc.	1,603		85,023
Wyndham Worldwide Corp.	1,259		66,400
Wynn Resorts Ltd.	773		80,176
Yum! Brands, Inc.	2,862		184,370
Total Consumer Services			1,777,992

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Large Cap Fund

June 30, 2012

Investments	Shares	Value
Diversified Financials—5.7%
American Express Co.	8,692	$	505,961
Ameriprise Financial, Inc.	3,173		165,821
Bank of America Corp.	219,881		1,798,627
Bank of New York Mellon Corp.	11,509		252,623
BlackRock, Inc., Class A	844		143,328
Capital One Financial Corp.	5,354		292,650
Charles Schwab Corp.	6,051		78,239
Citigroup, Inc.	56,623		1,552,036
CME Group, Inc., Class A	189		50,673
Discover Financial Services	3,840		132,787
ETrade Financial Corp.	4,596		36,952
Federated Investors, Inc., Class B	670		14,639
Franklin Resources, Inc.	1,015		112,655
Goldman Sachs Group, Inc.	6,363		609,957
IntercontinentalExchange, Inc.*	150		20,397
Invesco Ltd.	2,942		66,489
JPMorgan Chase & Co.	49,962		1,785,142
Legg Mason, Inc.	1,694		44,671
Leucadia National Corp.	1,355		28,821
Moody's Corp.	1,009		36,879
Morgan Stanley	46,121		672,905
NASDAQ OMX Group, Inc.	2,397		54,340
Northern Trust Corp.	1,459		67,143
NYSE Euronext	2,829		72,366
SLM Corp.	5,845		91,825
State Street Corp.	3,609		161,106
T. Rowe Price Group, Inc.	708		44,576
Total Diversified Financials			8,893,608

Energy—17.1%
Alpha Natural Resources, Inc.*(a)	10,594		92,274
Anadarko Petroleum Corp.	3,249		215,084
Apache Corp.	2,978		261,736
Baker Hughes, Inc.	7,345		301,880
Cabot Oil & Gas Corp.	413		16,272
Cameron International Corp.*	2,370		101,223
Chesapeake Energy Corp.(a)	9,852		183,247
Chevron Corp.	34,781		3,669,396
ConocoPhillips	64,172		3,585,931
Consol Energy, Inc.(a)	3,133		94,742
Denbury Resources, Inc.*	2,356		35,599
Devon Energy Corp.	2,846		165,040
Diamond Offshore Drilling, Inc.(a)	886		52,389
EOG Resources, Inc.	1,378		124,172
EQT Corp.	484		25,957
Exxon Mobil Corp.	77,480		6,629,964
FMC Technologies, Inc.*	1,809		70,967
Halliburton Co.	12,166		345,393
Helmerich & Payne, Inc.	827		35,958
Hess Corp.	13,396		582,056
Kinder Morgan, Inc./Delaware	3,993		128,655
Marathon Oil Corp.	19,334		494,370
Marathon Petroleum Corp.	26,228		1,178,162
Murphy Oil Corp.	9,915		498,625
Nabors Industries Ltd.*	6,406		92,246
National Oilwell Varco, Inc.	3,176		204,661
Newfield Exploration Co.*	1,495		43,819

Investments	Shares	Value
Noble Corp.	1,260	$	40,988
Noble Energy, Inc.	654		55,472
Occidental Petroleum Corp.	4,270		366,238
Peabody Energy Corp.	4,872		119,461
Phillips 66*	88,779		2,951,014
Pioneer Natural Resources Co.	416		36,695
QEP Resources, Inc.	1,661		49,780
Range Resources Corp.	284		17,571
Rowan Cos. PLC, Class A*	521		16,844
Schlumberger Ltd.	9,011		584,904
Southwestern Energy Co.*	1,569		50,098
Spectra Energy Corp.	2,986		86,773
Sunoco, Inc.	13,832		657,020
Tesoro Corp.*	18,253		455,595
Valero Energy Corp.	75,494		1,823,180
Williams Cos., Inc.	5,148		148,365
Wpx Energy, Inc.*(a)	4,191		67,810
Total Energy			26,757,626

Food & Staples Retailing—8.7%
Costco Wholesale Corp.	14,556		1,382,820
CVS Caremark Corp.	35,408		1,654,616
Kroger Co.	55,001		1,275,473
Safeway, Inc.	37,700		684,255
Sysco Corp.	21,062		627,858
Walgreen Co.	38,190		1,129,660
Wal-Mart Stores, Inc.	95,984		6,692,004
Whole Foods Market, Inc.	1,608		153,275
Total Food & Staples Retailing			13,599,961

Food, Beverage & Tobacco—4.7%
Altria Group, Inc.	7,595		262,407
Archer-Daniels-Midland Co.	38,605		1,139,620
Beam, Inc.	1,414		88,361
Brown-Forman Corp., Class B	429		41,549
Campbell Soup Co.(a)	3,701		123,539
Coca-Cola Co.	9,553		746,949
Coca-Cola Enterprises, Inc.	4,696		131,676
ConAgra Foods, Inc.	7,753		201,035
Constellation Brands, Inc., Class A*	2,630		71,168
Dean Foods Co.*	12,046		205,143
Dr Pepper Snapple Group, Inc.	2,153		94,194
General Mills, Inc.	5,988		230,778
H.J. Heinz Co.	3,056		166,185
Hershey Co.	1,333		96,016
Hormel Foods Corp.	4,140		125,939
J.M. Smucker Co.	966		72,952
Kellogg Co.	4,140		204,226
Kraft Foods, Inc., Class A	21,496		830,176
Lorillard, Inc.	533		70,329
McCormick & Co., Inc.	963		58,406
Molson Coors Brewing Co., Class B	1,350		56,173
Monster Beverage Corp.*	1,709		121,681
PepsiCo, Inc.	14,689		1,037,925
Philip Morris International, Inc.	5,401		471,291
Reynolds American, Inc.	3,087		138,514
Tyson Foods, Inc., Class A	25,307		476,531
Total Food, Beverage & Tobacco			7,262,763

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Large Cap Fund

June 30, 2012

Investments	Shares	Value
Health Care Equipment & Services—7.3%
Aetna, Inc.	12,920	$	500,908
AmerisourceBergen Corp., Class A	32,875		1,293,631
Baxter International, Inc.	4,185		222,433
Becton Dickinson & Co.	1,608		120,198
Boston Scientific Corp.*(a)	21,332		120,952
C.R. Bard, Inc.	429		46,092
Cardinal Health, Inc.	37,321		1,567,482
CareFusion Corp.*	2,178		55,931
Cerner Corp.*	393		32,485
CIGNA Corp.	7,627		335,588
Coventry Health Care, Inc.	5,575		177,229
Covidien PLC	3,274		175,159
DaVita, Inc.*	1,133		111,272
DENTSPLY International, Inc.	969		36,638
Edwards Lifesciences Corp.*	253		26,135
Express Scripts Holding Co.*	13,234		738,854
Hospira, Inc.*	1,836		64,223
Humana, Inc.	7,073		547,733
Intuitive Surgical, Inc.*	48		26,582
Laboratory Corp. of America
Holdings*(a)	963		89,183
McKesson Corp.	18,693		1,752,469
Medtronic, Inc.	6,428		248,957
Patterson Cos., Inc.	1,534		52,877
Quest Diagnostics, Inc.	2,023		121,178
St. Jude Medical, Inc.	2,358		94,108
Stryker Corp.	2,312		127,391
Tenet Healthcare Corp.*	29,591		155,057
UnitedHealth Group, Inc.	26,323		1,539,896
Varian Medical Systems, Inc.*	710		43,147
WellPoint, Inc.	13,291		847,833
Zimmer Holdings, Inc.	1,100		70,796
Total Health Care Equipment & Services			11,342,417

Household & Personal Products—1.5%
Avon Products, Inc.	11,113		180,142
Clorox Co.	1,131		81,952
Colgate-Palmolive Co.	2,577		268,266
Estee Lauder Cos., Inc., Class A	2,401		129,942
Kimberly-Clark Corp.	3,989		334,158
Mead Johnson Nutrition Co., Class A	654		52,654
Procter & Gamble Co.	20,951		1,283,249
Total Household & Personal Products			2,330,363

Insurance—5.8%
ACE Ltd.	3,604		267,165
Aflac, Inc.	7,954		338,761
Allstate Corp.	14,708		516,104
American International Group, Inc.*	33,309		1,068,886
AON PLC	3,740		174,957
Assurant, Inc.	3,710		129,256
Berkshire Hathaway, Inc., Class B*	27,004		2,250,243
Chubb Corp.	2,965		215,911
Cincinnati Financial Corp.	1,602		60,988
Genworth Financial, Inc., Class A*	29,594		167,502
Hartford Financial Services Group, Inc.	20,030		353,129
Lincoln National Corp.	7,866		172,030
Loews Corp.	5,509		225,373
Marsh & McLennan Cos., Inc.	5,700		183,711
MetLife, Inc.	33,701		1,039,676
Principal Financial Group, Inc.	5,632		147,727


Investments	Shares	Value
Progressive Corp.	11,484	$	239,212
Prudential Financial, Inc.	14,719		712,841
Torchmark Corp.	1,065		53,836
Travelers Cos., Inc.	6,244		398,617
Unum Group	8,136		155,642
XL Group PLC, Class A	4,985		104,884
Total Insurance			8,976,451

Materials—3.6%
Air Products & Chemicals, Inc.	1,926		155,486
Airgas, Inc.	761		63,932
Alcoa, Inc.	43,301		378,884
Allegheny Technologies, Inc.	2,517		80,267
Ball Corp.	3,170		130,128
Bemis Co., Inc.	2,596		81,359
CF Industries Holdings, Inc.	492		95,320
Cliffs Natural Resources, Inc.	1,989		98,038
Dow Chemical Co.	27,731		873,526
E.I. du Pont de Nemours & Co.	11,357		574,323
Eastman Chemical Co.	2,216		111,620
Ecolab, Inc.	1,544		105,810
FMC Corp.	993		53,106
Freeport-McMoRan Copper
& Gold, Inc.	9,920		337,974
International Flavors & Fragrances, Inc.	764		41,867
International Paper Co.	13,856		400,577
MeadWestvaco Corp.	3,351		96,341
Monsanto Co.	2,256		186,752
Mosaic Co. (The)	2,828		154,861
Newmont Mining Corp.	3,160		153,292
Nucor Corp.	7,819		296,340
Owens-Illinois, Inc.*	5,897		113,045
PPG Industries, Inc.	2,183		231,660
Praxair, Inc.	1,620		176,143
Sealed Air Corp.	4,761		73,510
Sigma-Aldrich Corp.	532		39,331
Titanium Metals Corp.	1,406		15,902
United States Steel Corp.(a)	18,745		386,147
Vulcan Materials Co.	1,155		45,865
Weyerhaeuser Co.	4,639		103,728
Total Materials			5,655,134

Media—2.9%
Cablevision Systems Corp., Class A	8,527		113,324
CBS Corp., Class B	7,038		230,706
Comcast Corp., Class A	25,418		812,614
DIRECTV, Class A*	8,753		427,321
Discovery Communications, Inc.,
Class A*	1,234		66,636
Gannett Co., Inc.	6,389		94,110
Interpublic Group of Cos., Inc.	10,111		109,704
McGraw-Hill Cos., Inc.	2,260		101,700
News Corp., Class A	24,943		555,980
Omnicom Group, Inc.	4,419		214,763
Scripps Networks Interactive, Inc.,
Class A	584		33,206
Time Warner Cable, Inc.	3,848		315,921
Time Warner, Inc.	12,084		465,234
Viacom, Inc., Class B	4,601		216,339
Walt Disney Co.	13,220		641,170
Washington Post Co., Class B	183		68,409
Total Media			4,467,137

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Large Cap Fund

June 30, 2012


Investments	Shares	Value
Pharmaceuticals, Biotechnology & Life Sciences—3.5%
Abbott Laboratories	9,603	$	619,105
Alexion Pharmaceuticals, Inc.*	124		12,313
Allergan, Inc.	904		83,683
Amgen, Inc.	3,331		243,296
Biogen IDEC, Inc.*	313		45,191
Bristol-Myers Squibb Co.	9,441		339,404
Celgene Corp.*	1,081		69,357
Eli Lilly & Co.	9,118		391,253
Forest Laboratories, Inc.*	1,688		59,063
Gilead Sciences, Inc.*	2,529		129,687
Johnson & Johnson	15,088		1,019,345
Life Technologies Corp.*	1,324		59,567
Merck & Co., Inc.	19,149		799,471
Mylan, Inc.*	4,397		93,964
PerkinElmer, Inc.	1,111		28,664
Perrigo Co.	363		42,809
Pfizer, Inc.	47,093		1,083,139
Thermo Fisher Scientific, Inc.	3,438		178,467
Waters Corp.*	346		27,497
Watson Pharmaceuticals, Inc.*	895		66,221
Total Pharmaceuticals, Biotechnology
& Life Sciences			5,391,496

Real Estate Investment Trusts—0.4%
American Tower Corp., Class A	536		37,472
Apartment Investment &
Management Co., Class A	644		17,407
AvalonBay Communities, Inc.	107		15,138
Boston Properties, Inc.	263		28,501
Cbre Group, Inc., Class A*	5,398		88,311
Equity Residential	523		32,614
HCP, Inc.	599		26,446
Health Care REIT, Inc.	345		20,114
Host Hotels & Resorts, Inc.	4,786		75,715
Kimco Realty Corp.	767		14,596
Plum Creek Timber Co., Inc.(a)	499		19,810
ProLogis, Inc.	719		23,893
Public Storage	195		28,160
Simon Property Group, Inc.	439		68,335
Ventas, Inc.	376		23,733
Vornado Realty Trust	551		46,273
Total Real Estate Investment Trusts			566,518

Retailing—5.8%
Abercrombie & Fitch Co., Class A	1,584		54,078
Amazon.com, Inc.*	3,068		700,578
AutoNation, Inc.*(a)	5,686		200,602
AutoZone, Inc.*	319		117,127
Bed Bath & Beyond, Inc.*	1,810		111,858
Best Buy Co., Inc.	39,071		818,928
Big Lots, Inc.*	1,944		79,296
CarMax, Inc.*	4,812		124,823
Dollar Tree, Inc.*	1,614		86,833
Expedia, Inc.	1,219		58,597
Family Dollar Stores, Inc.	1,831		121,725
Gamestop Corp., Class A(a)	8,049		147,780
Gap, Inc.	8,264		226,103
Genuine Parts Co.	3,078		185,450
Home Depot, Inc.	20,032		1,061,496
JC Penney Co., Inc.(a)	11,761		274,149

Investments	Shares	Value
Kohl's Corp.	6,331	$	287,997
Lowe's Cos., Inc.	26,585		756,077
Ltd. Brands, Inc.	3,322		141,285
Macy's, Inc.	10,429		358,236
Netflix, Inc.*(a)	683		46,765
Nordstrom, Inc.	2,908		144,499
O'Reilly Automotive, Inc.*(a)	894		74,890
priceline.com, Inc.*	100		66,452
Ross Stores, Inc.	1,790		111,821
Sears Holdings Corp.*(a)	12,532		748,160
Sherwin-Williams Co.	1,033		136,718
Staples, Inc.	29,549		385,614
Target Corp.	17,949		1,044,452
Tiffany & Co.	870		46,067
TJX Cos., Inc.	7,845		336,786
Tripadvisor, Inc.*	220		9,832
Urban Outfitters, Inc.*	1,210		33,384
Total Retailing			9,098,458

Semiconductors & Semiconductor Equipment—1.2%
Advanced Micro Devices, Inc.*	16,899		96,831
Altera Corp.	989		33,468
Analog Devices, Inc.	1,259		47,426
Applied Materials, Inc.	15,245		174,708
Broadcom Corp., Class A	3,343		112,993
First Solar, Inc.*(a)	2,854		42,981
Intel Corp.(a)	29,278		780,259
KLA-Tencor Corp.	904		44,522
Lam Research Corp.*(a)	1,288		48,609
Linear Technology Corp.	764		23,936
LSI Corp.*	4,713		30,022
Microchip Technology, Inc.	654		21,634
Micron Technology, Inc.*	23,438		147,894
NVIDIA Corp.*	4,246		58,680
Teradyne, Inc.*	1,527		21,470
Texas Instruments, Inc.	7,610		218,331
Xilinx, Inc.	1,096		36,793
Total Semiconductors &
Semiconductor Equipment			1,940,557

Software & Services—4.0%
Accenture PLC, Class A	6,850		411,617
Adobe Systems, Inc.*	2,001		64,772
Akamai Technologies, Inc.*	564		17,907
Autodesk, Inc.*	851		29,777
Automatic Data Processing, Inc.	2,713		151,006
BMC Software, Inc.*	712		30,388
CA, Inc.	2,582		69,946
Citrix Systems, Inc.*	411		34,499
Cognizant Technology Solutions Corp.,
Class A*	1,500		90,000
Computer Sciences Corp.	10,187		252,841
eBay, Inc.*	3,934		165,267
Electronic Arts, Inc.*	4,311		53,241
Fidelity National Information
Services, Inc.	2,617		89,187
Fiserv, Inc.*	951		68,681
Google, Inc., Class A*	972		563,828
International Business Machines Corp.	8,404		1,643,654
Intuit, Inc.	1,022		60,656
Mastercard, Inc., Class A	236		101,506

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Large Cap Fund

June 30, 2012

Investments	Shares	Value
Software & Services (continued)
Microsoft Corp.	34,812	$	1,064,899
Oracle Corp.	18,991		564,033
Paychex, Inc.(a)	993		31,190
Red Hat, Inc.*	239		13,499
SAIC, Inc.	14,347		173,886
Salesforce.com, Inc.*	181		25,025
Symantec Corp.*	6,314		92,248
Total System Services, Inc.	1,167		27,926
VeriSign, Inc.	279		12,156
Visa, Inc., Class A	1,142		141,186
Western Union Co.	5,021		84,554
Yahoo!, Inc.*	5,169		81,825
Total Software & Services			6,211,200

Technology Hardware & Equipment—4.9%
Agilent Technologies, Inc.	2,496		97,943
Amphenol Corp., Class A	1,090		59,863
Apple, Inc.*	2,688		1,569,792
Cisco Systems, Inc.	38,409		659,483
Corning, Inc.	9,192		118,853
Dell, Inc.*	77,443		969,586
EMC Corp.*	11,960		306,535
F5 Networks, Inc.*	171		17,025
FLIR Systems, Inc.	1,230		23,985
Harris Corp.	2,128		89,057
Hewlett-Packard Co.	95,222		1,914,914
Jabil Circuit, Inc.	12,175		247,518
JDS Uniphase Corp.*	2,492		27,412
Juniper Networks, Inc.*	4,237		69,105
Lexmark International, Inc., Class A(a)	2,521		67,008
Molex, Inc.	2,210		52,907
Motorola Solutions, Inc.	2,693		129,560
NetApp, Inc.*	2,475		78,755
QUALCOMM, Inc.	3,799		211,528
SanDisk Corp.*	2,267		82,700
Seagate Technology PLC	6,481		160,275
TE Connectivity Ltd.	6,505		207,575
Teradata Corp.*	486		34,997
Western Digital Corp.*	4,828		147,157
Xerox Corp.	45,485		357,967
Total Technology Hardware & Equipment			7,701,500

Telecommunication Services—3.0%
AT&T, Inc.	55,653		1,984,586
CenturyLink, Inc.	5,015		198,042
Crown Castle International Corp.*	547		32,087
Frontier Communications Corp.(a)	21,510		82,383
MetroPCS Communications, Inc.*	12,267		74,215
Sprint Nextel Corp.*	166,740		543,573
Verizon Communications, Inc.	39,443		1,752,847
Windstream Corp.	6,450		62,307
Total Telecommunication Services			4,730,040

Transportation—1.7%
CH Robinson Worldwide, Inc.	2,671		156,334
CSX Corp.	8,106		181,250
Expeditors International of
Washington, Inc.	2,451		94,976
FedEx Corp.	6,560		600,962
Norfolk Southern Corp.	2,357		169,162

Investments	Shares	Value
Ryder System, Inc.	2,155	$	77,602
Southwest Airlines Co.	24,716		227,881
Union Pacific Corp.	2,524		301,138
United Parcel Service, Inc., Class B	10,511		827,846
Total Transportation			2,637,151

Utilities—3.2%
AES Corp.*	21,659		277,885
AGL Resources, Inc.	901		34,914
Ameren Corp.	3,583		120,174
American Electric Power Co., Inc.	5,980		238,602
CenterPoint Energy, Inc.	6,407		132,433
CMS Energy Corp.	4,384		103,024
Consolidated Edison, Inc.	3,346		208,088
Dominion Resources, Inc.	4,330		233,820
DTE Energy Co.	2,363		140,197
Duke Energy Corp.*	10,039		231,499
Edison International	4,424		204,389
Entergy Corp.	2,654		180,180
Exelon Corp.	8,213		308,973
FirstEnergy Corp.	5,022		247,032
Integrys Energy Group, Inc.	1,342		76,320
NextEra Energy, Inc.	3,477		239,252
NiSource, Inc.	3,960		98,010
Northeast Utilities	1,899		73,700
NRG Energy, Inc.*	8,697		150,980
Oneok, Inc.	5,139		217,431
Pepco Holdings, Inc.(a)	4,999		97,830
PG&E Corp.	5,187		234,815
Pinnacle West Capital Corp.	994		51,430
PPL Corp.	5,877		163,439
Public Service Enterprise Group, Inc.	5,485		178,263
SCANA Corp.	1,499		71,712
Sempra Energy	2,239		154,222
Southern Co.	5,951		275,531
TECO Energy, Inc.	2,913		52,609
Wisconsin Energy Corp.	1,823		72,136
Xcel Energy, Inc.	5,939		168,727
Total Utilities			5,037,617

Total Common Stocks
(Cost $137,737,145)			156,205,751
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—2.8%
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(b)
(Cost $4,432,320)	4,432,320		4,432,320
Total Investments—102.8%
(Cost $142,169,465)			160,638,071
Liabilities in Excess of Other Assets—(2.8)%			(4,354,321	)
Net Assets—100.0%		$	156,283,750

REIT – Real Estate Investment Trusts

Non-income producing security

(a)

All or a portion of security is on loan. The aggregate market value of the securities on loan is $4,424,471; cash collateral of $4,432,320 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)

Rate shown represents annualized 7-day yield as of June 30, 2012.

The accompanying notes are an integral part of these financial statements.

Schedule of Investments

RevenueShares Mid Cap Fund

June 30, 2012


Investments	Shares	Value
COMMON STOCKS—100.5%
Automobiles & Components—0.3%
Gentex Corp.	4,919	$	102,659
Thor Industries, Inc.	10,014		274,484
Total Automobiles & Components			377,143

Banks—2.0%
Associated Banc-Corp.	8,841		116,613
Astoria Financial Corp.	8,909		87,308
BancorpSouth, Inc.(a)	6,380		92,638
Bank of Hawaii Corp.(a)	1,529		70,257
Cathay General Bancorp	3,453		57,009
City National Corp.	2,600		126,308
Commerce Bancshares, Inc.	3,196		121,128
Cullen/Frost Bankers, Inc.	1,757		101,010
East West Bancorp, Inc.	5,282		123,916
First Niagara Financial Group, Inc.	16,292		124,634
FirstMerit Corp.	5,252		86,763
Fulton Financial Corp.	9,867		98,571
Hancock Holding Co.	2,441		74,304
International Bancshares Corp.	3,406		66,485
New York Community Bancorp, Inc.(a)	18,747		234,900
Prosperity Bancshares, Inc.	1,103		46,359
Signature Bank*	1,084		66,091
SVB Financial Group*	1,701		99,883
Synovus Financial Corp.	88,795		175,814
TCF Financial Corp.	13,558		155,646
Trustmark Corp.	2,514		61,543
Valley National Bancorp	8,271		87,673
Washington Federal, Inc.	4,391		74,164
Webster Financial Corp.	4,523		97,968
Westamerica Bancorporation(a)	640		30,202
Total Banks			2,477,187

Capital Goods—14.8%
Acuity Brands, Inc.	3,472		176,760
Aecom Technology Corp.*	52,171		858,213
AGCO Corp.*	21,534		984,750
Alliant Techsystems, Inc.	10,815		546,915
AMETEK, Inc.	6,069		302,904
BE Aerospace, Inc.*	5,975		260,869
Carlisle Cos., Inc.	6,322		335,192
CLARCOR, Inc.	2,354		113,369
Crane Co.	7,164		260,626
Donaldson Co., Inc.	6,679		222,878
Esterline Technologies Corp.*	2,831		176,513
Exelis, Inc.	63,947		630,517
Fortune Brands Home & Security, Inc.*	15,850		352,980
Gardner Denver, Inc.	4,837		255,926
GATX Corp.	3,502		134,827
General Cable Corp.*	19,818		514,079
Graco, Inc.	2,018		92,989
Granite Construction, Inc.	8,464		220,995
Harsco Corp.	17,417		354,958
Hubbell, Inc., Class B	3,949		307,785
Huntington Ingalls Industries, Inc.*	17,831		717,519
IDEX Corp.	4,813		187,611
ITT Corp.	67,069		1,180,414
KBR, Inc.	40,476		1,000,162
Kennametal, Inc.	7,521		249,321
Lennox International, Inc.	8,315		387,728


Investments	Shares	Value
Lincoln Electric Holdings, Inc.	6,292	$	275,527
MSC Industrial Direct Co., Inc., Class A	3,090		202,550
Nordson Corp.	2,438		125,045
Oshkosh Corp.*	39,261		822,518
Pentair, Inc.	9,114		348,884
Regal-Beloit Corp.	4,520		281,415
Shaw Group, Inc.*	25,053		684,197
SPX Corp.	8,790		574,163
Terex Corp.*	33,832		603,225
Timken Co.	11,910		545,359
Trinity Industries, Inc.	12,215		305,131
Triumph Group, Inc.	4,372		246,012
United Rentals, Inc.*(a)	7,549		256,968
URS Corp.	29,869		1,041,831
Valmont Industries, Inc.	2,317		280,287
Wabtec Corp.	2,607		203,372
Watsco, Inc.	4,414		325,753
Woodward, Inc.	4,575		180,438
Total Capital Goods			18,129,475

Commercial & Professional Services—4.0%
Brink's Co.	18,523		429,363
Clean Harbors, Inc.*	3,373		190,305
Copart, Inc.*	3,836		90,875
Corporate Executive Board Co.	1,276		52,163
Corrections Corp. of America	6,980		205,561
Deluxe Corp.	6,180		154,129
FTI Consulting, Inc.*	5,726		164,623
Herman Miller, Inc.	9,713		179,885
HNI Corp.	7,900		203,425
Korn/Ferry International*	6,094		87,449
Manpower, Inc.	63,322		2,320,751
Mine Safety Appliances Co.	3,171		127,601
Monster Worldwide, Inc.*(a)	12,770		108,545
Rollins, Inc.	5,914		132,296
Towers Watson & Co., Class A	5,716		342,388
Waste Connections, Inc.	5,447		162,974
Total Commercial & Professional Services			4,952,333

Consumer Durables & Apparel—2.9%
Carter's, Inc.*	4,035		212,241
Deckers Outdoor Corp.*(a)	2,779		122,304
Hanesbrands, Inc.*	17,477		484,637
KB Home(a)	16,623		162,905
MDC Holdings, Inc.(a)	3,203		104,642
Mohawk Industries, Inc.*	8,829		616,529
NVR, Inc.*	369		313,650
Polaris Industries, Inc.	3,769		269,408
PVH Corp.	5,265		409,564
Tempur-Pedic International, Inc.*(a)	2,600		60,814
Toll Brothers, Inc.*	6,013		178,767
Tupperware Brands Corp.	5,099		279,221
Under Armour, Inc., Class A*	1,420		134,162
Warnaco Group, Inc.*	6,120		260,590
Total Consumer Durables & Apparel			3,609,434

Consumer Services—2.1%
Bally Technologies, Inc.*	1,700		79,322
Bob Evans Farms, Inc.	4,662		187,412
Brinker International, Inc.	9,548		304,295
Cheesecake Factory, Inc.*	5,882		187,989

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Mid Cap Fund

June 30, 2012

Investments	Shares	Value
Consumer Services (continued)
International Speedway Corp., Class A	2,635	$	68,984
ITT Educational Services, Inc.*(a)	2,950		179,213
Life Time Fitness, Inc.*	2,378		110,601
Matthews International Corp., Class A	2,924		95,001
Panera Bread Co., Class A*	1,253		174,718
Regis Corp.(a)	14,239		255,732
Scientific Games Corp., Class A*	10,639		90,964
Service Corp. International	20,575		254,513
Sotheby's(a)	2,953		98,512
Strayer Education, Inc.(a)	753		82,092
Wendy's Co. (The)	57,288		270,399
WMS Industries, Inc.*	4,313		86,044
Total Consumer Services			2,525,791

Diversified Financials—1.3%
Affiliated Managers Group, Inc.*	1,737		190,115
Apollo Investment Corp.	3,259		25,029
CBOE Holdings, Inc.	1,998		55,305
Eaton Vance Corp.(a)	5,272		142,080
Greenhill & Co., Inc.(a)	790		28,163
Janus Capital Group, Inc.	14,505		113,429
Jefferies Group, Inc.	28,850		374,762
MSCI, Inc., Class A*	2,943		100,121
Raymond James Financial, Inc.	10,458		358,082
SEI Investments Co.	5,160		102,632
Waddell & Reed Financial, Inc., Class A	4,297		130,113
Total Diversified Financials			1,619,831

Energy—6.6%
Arch Coal, Inc.(a)	65,949		454,389
Atwood Oceanics, Inc.*	1,768		66,901
Bill Barrett Corp.*	4,577		98,039
CARBO Ceramics, Inc.(a)	796		61,077
Cimarex Energy Co.	3,676		202,621
Dresser-Rand Group, Inc.*	5,128		228,401
Dril-Quip, Inc.*(a)	950		62,311
Forest Oil Corp.*	11,845		86,824
Helix Energy Solutions Group, Inc.*	8,782		144,113
Hollyfrontier Corp.	40,841		1,446,997
Northern Oil and Gas, Inc.*	730		11,636
Oceaneering International, Inc.	4,931		235,998
Oil States International, Inc.*	5,000		331,000
Patterson-UTI Energy, Inc.	17,264		251,364
Plains Exploration & Production Co.*	5,766		202,848
Quicksilver Resources, Inc.*(a)	27,805		150,703
SM Energy Co.	2,795		137,262
Superior Energy Services, Inc.*	10,556		213,548
Tidewater, Inc.	2,501		115,946
Unit Corp.*	3,315		122,290
World Fuel Services Corp.(a)	89,374		3,398,893
Total Energy			8,023,161

Food & Staples Retailing—4.1%
Harris Teeter Supermarkets, Inc.	12,362		506,718
SUPERVALU, Inc.(a)	869,891		4,506,036
Total Food & Staples Retailing			5,012,754

Food, Beverage & Tobacco—3.0%
Flowers Foods, Inc.	12,757		296,345


Investments	Shares	Value
Green Mountain Coffee Roasters, Inc.*	11,682	$	254,434
Hillshire Brands Co.	5,660		164,083
Ingredion, Inc.	13,147		651,039
Lancaster Colony Corp.(a)	1,704		121,342
Post Holdings, Inc.*	3,366		103,505
Ralcorp Holdings, Inc.*	7,602		507,357
Smithfield Foods, Inc.*	60,600		1,310,778
Tootsie Roll Industries, Inc.	2,409		57,479
Universal Corp.	5,748		266,305
Total Food, Beverage & Tobacco			3,732,667

Health Care Equipment & Services—9.2%
Allscripts Healthcare Solutions, Inc.*	14,041		153,468
AMERIGROUP Corp.*	10,648		701,810
Catalyst Health Solutions, Inc.*	5,766		538,775
Community Health Systems, Inc.*	59,324		1,662,852
Cooper Cos., Inc.	1,752		139,739
Gen-Probe, Inc.*	731		60,088
Health Management Associates, Inc.,
Class A*	85,482		671,034
Health Net, Inc.*	54,775		1,329,389
Henry Schein, Inc.*	11,419		896,277
Hill-Rom Holdings, Inc.	5,415		167,053
HMS Holdings Corp.*(a)	1,332		44,369
Hologic, Inc.*	10,494		189,312
IDEXX Laboratories, Inc.*(a)	1,368		131,506
LifePoint Hospitals, Inc.*	9,695		397,301
Lincare Holdings, Inc.(a)	7,507		255,388
Masimo Corp.*	2,135		47,781
Mednax, Inc.*	2,659		182,248
Omnicare, Inc.	21,555		673,163
Owens & Minor, Inc.	30,494		934,031
ResMed, Inc.*	4,008		125,050
STERIS Corp.	4,028		126,358
Teleflex, Inc.	2,724		165,919
Thoratec Corp.*	1,321		44,359
Universal Health Services, Inc., Class B	19,362		835,664
VCA Antech, Inc.*	7,452		163,795
WellCare Health Plans, Inc.*	12,173		645,169
Total Health Care Equipment & Services			11,281,898

Household & Personal Products—0.7%
Church & Dwight Co., Inc.	5,433		301,369
Energizer Holdings, Inc.*	6,734		506,733
Total Household & Personal Products			808,102

Insurance—5.3%
Alleghany Corp.*	304		103,284
American Financial Group, Inc.	12,718		498,927
Arthur J. Gallagher & Co.	6,291		220,625
Aspen Insurance Holdings Ltd.	7,839		226,547
Brown & Brown, Inc.	4,095		111,671
Everest Re Group Ltd.	4,848		501,720
Fidelity National Financial, Inc., Class A	30,121		580,130
First American Financial Corp.	24,397		413,773
Hanover Insurance Group, Inc.	10,367		405,661
HCC Insurance Holdings, Inc.	7,962		250,007
Kemper Corp.	9,091		279,548
Mercury General Corp.	6,827		284,481
Old Republic International Corp.	45,607		378,082

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Mid Cap Fund

June 30, 2012


Investments	Shares	Value
Insurance (continued)
Protective Life Corp.	13,148	$	386,683
Reinsurance Group of America, Inc.,
Class A	17,772		945,648
StanCorp Financial Group, Inc.	8,469		314,708
W.R. Berkley Corp.	14,479		563,523
Total Insurance			6,465,018

Materials—7.8%
Albemarle Corp.	4,849		289,194
Aptargroup, Inc.	4,825		246,316
Ashland, Inc.	9,629		667,386
Cabot Corp.	8,410		342,287
Carpenter Technology Corp.	3,724		178,156
Commercial Metals Co.	58,896		744,445
Compass Minerals International, Inc.	1,765		134,634
Cytec Industries, Inc.	5,439		318,943
Domtar Corp.	7,848		602,020
Greif, Inc., Class A	10,591		434,231
Intrepid Potash, Inc.*(a)	2,279		51,870
Louisiana-Pacific Corp.*(a)	14,045		152,810
Martin Marietta Materials, Inc.(a)	2,751		216,834
Minerals Technologies, Inc.	1,764		112,508
NewMarket Corp.	1,090		236,094
Olin Corp.	9,993		208,754
Packaging Corp. of America	10,035		283,388
Reliance Steel & Aluminum Co.	16,955		856,228
Rock-Tenn Co., Class A	7,373		402,197
Royal Gold, Inc.	283		22,187
RPM International, Inc.	13,841		376,475
Scotts Miracle-Gro Co., Class A(a)	7,692		316,295
Sensient Technologies Corp.	4,265		156,653
Silgan Holdings, Inc.	8,196		349,887
Sonoco Products Co.	15,818		476,913
Steel Dynamics, Inc.	56,230		660,703
Valspar Corp.	8,344		437,977
Worthington Industries, Inc.	14,340		293,540
Total Materials			9,568,925

Media—1.4%
AMC Networks, Inc., Class A*	3,150		111,983
Cinemark Holdings, Inc.	11,270		257,519
DreamWorks Animation SKG, Inc.,
Class A*	4,561		86,933
John Wiley & Sons, Inc., Class A	3,926		192,335
Lamar Advertising Co., Class A*(a)	4,222		120,749
Meredith Corp.	4,874		155,676
New York Times Co., Class A*	36,614		285,589
Scholastic Corp.	7,579		213,425
Valassis Communications, Inc.*	11,926		259,390
Total Media			1,683,599

Pharmaceuticals, Biotechnology & Life Sciences—1.2%
Bio-Rad Laboratories, Inc., Class A*	2,187		218,722
Charles River Laboratories
International, Inc.*	3,622		118,657
Covance, Inc.*	4,994		238,963
Endo Health Solutions, Inc.*	8,625		267,202
Medicis Pharmaceutical Corp., Class A	2,330		79,570
Mettler-Toledo International, Inc.*	1,545		240,788
Regeneron Pharmaceuticals, Inc.*	425		48,543
Techne Corp.	434		32,203


Investments	Shares	Value
United Therapeutics Corp.*	1,613	$	79,650
Vertex Pharmaceuticals, Inc.*	1,676		93,722
Total Pharmaceuticals, Biotechnology
& Life Sciences			1,418,020

Real Estate Investment Trusts—1.5%
Alexandria Real Estate Equities, Inc.	857		62,321
American Campus Communities, Inc.	945		42,506
BioMed Realty Trust, Inc., Class A	2,526		47,186
BRE Properties, Inc.	822		41,116
Camden Property Trust	1,058		71,595
Corporate Office Properties Trust	2,747		64,582
Duke Realty Corp.	10,421		152,564
Equity One, Inc.	1,576		33,411
Essex Property Trust, Inc.	331		50,948
Federal Realty Investment Trust	593		61,725
Highwoods Properties, Inc.	1,538		51,754
Home Properties, Inc.	1,017		62,403
Hospitality Properties Trust	5,339		132,247
Liberty Property Trust	2,041		75,190
Macerich Co.	1,484		87,630
Mack-Cali Realty Corp.	2,841		82,588
National Retail Properties, Inc.	984		27,837
Omega Healthcare Investors, Inc.	1,393		31,343
Potlatch Corp.	1,924		61,453
Rayonier, Inc.	3,477		156,117
Realty Income Corp.	1,059		44,234
Regency Centers Corp.	1,162		55,276
Senior Housing Properties Trust	2,039		45,511
SL Green Realty Corp.	1,716		137,692
Taubman Centers, Inc.	954		73,611
UDR, Inc.	2,931		75,737
Weingarten Realty Investors	2,321		61,135
Total Real Estate Investment Trusts			1,889,712

Real Estate Management & Development—0.3%
Jones Lang LaSalle, Inc.	5,014		352,835

Retailing—7.4%
Aaron's, Inc.	7,791		220,563
Advance Auto Parts, Inc.	9,606		655,321
Aeropostale, Inc.*	14,636		260,960
American Eagle Outfitters, Inc.	16,881		333,062
ANN, Inc.*	8,348		212,790
Ascena Retail Group, Inc.*	15,896		295,984
Barnes & Noble, Inc.*(a)	49,908		821,486
Chico's FAS, Inc.	14,226		211,114
Collective Brands, Inc.*	16,962		363,326
Dick's Sporting Goods, Inc.	10,477		502,896
Foot Locker, Inc.	18,128		554,354
Guess?, Inc.(a)	8,875		269,534
HSN, Inc.	8,495		342,773
LKQ Corp.*	8,855		295,757
Office Depot, Inc.*	555,985		1,200,928
PetSmart, Inc.	8,791		599,370
RadioShack Corp.(a)	65,301		250,756
Rent-A-Center, Inc., Class A	8,707		293,774
Saks, Inc.*(a)	28,503		303,557
Signet Jewelers Ltd.	8,358		367,836
Tractor Supply Co.	4,825		400,764
Williams-Sonoma, Inc.	10,468		366,066
Total Retailing			9,122,971

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Mid Cap Fund

June 30, 2012

Investments	Shares	Value
Semiconductors & Semiconductor Equipment—1.2%
Atmel Corp.*	28,888	$	193,550
Cree, Inc.*(a)	4,434		113,821
Cypress Semiconductor Corp.*	7,570		100,075
Fairchild Semiconductor
International, Inc., Class A*	12,293		173,331
Integrated Device Technology, Inc.*	11,620		65,304
International Rectifier Corp.*	6,006		120,060
Intersil Corp., Class A	7,893		84,060
MEMC Electronic Materials, Inc.*	143,962		312,397
RF Micro Devices, Inc.*	27,988		118,949
Semtech Corp.*	1,905		46,330
Silicon Laboratories, Inc.*(a)	1,354		51,317
Skyworks Solutions, Inc.*	5,121		140,162
Total Semiconductors &
Semiconductor Equipment			1,519,356

Software & Services—3.7%
ACI Worldwide, Inc.*	1,203		53,185
Acxiom Corp.*	8,795		132,893
Advent Software, Inc.*	1,275		34,565
Alliance Data Systems Corp.*(a)	2,538		342,630
ANSYS, Inc.*(a)	1,104		69,673
AOL, Inc.*	9,092		255,303
Broadridge Financial Solutions, Inc.	11,090		235,884
Cadence Design Systems, Inc.*	10,998		120,868
Compuware Corp.*	10,644		98,883
Concur Technologies, Inc.*	522		35,548
Convergys Corp.	16,931		250,071
CoreLogic, Inc.*	9,078		166,218
DST Systems, Inc.	4,743		257,592
Equinix, Inc.*	961		168,800
Factset Research Systems, Inc.(a)	807		75,003
Fair Isaac Corp.	1,557		65,830
Gartner, Inc.*	3,585		154,334
Global Payments, Inc.	4,548		196,610
Informatica Corp.*	1,888		79,976
Jack Henry & Associates, Inc.	3,024		104,389
Lender Processing Services, Inc.	10,097		255,252
Mantech International Corp., Class A	8,713		204,494
Mentor Graphics Corp.*	6,117		91,755
MICROS Systems, Inc.*	2,005		102,656
NeuStar, Inc., Class A*	2,039		68,103
Parametric Technology Corp.*	5,457		114,379
Quest Software, Inc.*	3,371		93,882
Rackspace Hosting, Inc.*	2,328		102,292
Rovi Corp.*	3,425		67,199
Solera Holdings, Inc.	1,670		69,789
Synopsys, Inc.*	5,641		166,015
TIBCO Software, Inc.*	3,474		103,942
ValueClick, Inc.*	3,393		55,611
VeriFone Systems, Inc.*	3,846		127,264
Wright Express Corp.*	927		57,214
Total Software & Services			4,578,102


Investments	Shares	Value
Technology Hardware & Equipment—11.3%
ADTRAN, Inc.	2,511	$	75,807
Arrow Electronics, Inc.*	65,604		2,152,467
Avnet, Inc.*	83,377		2,573,014
Ciena Corp.*(a)	11,633		190,432
Diebold, Inc.	8,015		295,834
Ingram Micro, Inc., Class A*	223,986		3,913,035
Itron, Inc.*	6,502		268,143
National Instruments Corp.	3,979		106,876
NCR Corp.*	25,927		589,321
Plantronics, Inc.	2,323		77,588
Polycom, Inc.*	14,320		150,646
QLogic Corp.*	4,452		60,948
Riverbed Technology, Inc.*	4,312		69,639
Tech Data Corp.*	53,348		2,569,773
Tellabs, Inc.	43,514		144,902
Trimble Navigation Ltd.*	3,377		155,376
Vishay Intertechnology, Inc.*	29,845		281,438
Zebra Technologies Corp., Class A*	3,169		108,887
Total Technology Hardware & Equipment			13,784,126

Telecommunication Services—0.6%
Telephone & Data Systems, Inc.	26,394		561,928
tw Telecom, Inc., Class A*	5,821		149,367
Total Telecommunication Services			711,295

Transportation—3.5%
Alaska Air Group, Inc.*	12,709		456,253
Alexander & Baldwin Holdings, Inc.*	19,479		1,037,257
Con-Way, Inc.	15,112		545,694
JB Hunt Transport Services, Inc.	7,673		457,311
JetBlue Airways Corp.*(a)	87,946		466,114
Kansas City Southern	3,142		218,558
Kirby Corp.*	3,327		156,635
Landstar System, Inc.	5,226		270,289
UTi Worldwide, Inc.	32,304		471,961
Werner Enterprises, Inc.	8,671		207,150
Total Transportation			4,287,222

Utilities—4.3%
Alliant Energy Corp.	8,706		396,732
Aqua America, Inc.	3,240		80,870
Atmos Energy Corp.	13,937		488,771
Black Hills Corp.	4,821		155,092
Cleco Corp.	2,974		124,403
Energen Corp.	3,930		177,361
Great Plains Energy, Inc.	11,913		255,057
Hawaiian Electric Industries, Inc.	11,870		338,532
IDACORP, Inc.	2,716		114,289
MDU Resources Group, Inc.	20,136		435,139
National Fuel Gas Co.	4,201		197,363
NV Energy, Inc.	18,421		323,841
OGE Energy Corp.	7,795		403,703
PNM Resources, Inc.	9,932		194,071
Questar Corp.	6,452		134,589

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Mid Cap Fund

June 30, 2012


Investments	Shares	Value
Utilities (continued)
UGI Corp.	22,294	$	656,113
Vectren Corp.	8,272		244,190
Westar Energy, Inc.	7,816		234,089
WGL Holdings, Inc.	7,416		294,786
Total Utilities			5,248,991

Total Common Stocks
(Cost $108,819,208)			123,179,948
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—4.9%
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(b)
(Cost $5,937,980)	5,937,980		5,937,980
Total Investments—105.4%
(Cost $114,757,188)			129,117,928
Liabilities in Excess of Other Assets—(5.4)%			(6,560,469	)
Net Assets—100.0%		$	122,557,459

Non-income producing security

(a)

All or a portion of security is on loan. The aggregate market value of the securities on loan is $5,939,386; cash collateral of $5,937,980 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)

Rate shown represents annualized 7-day yield as of June 30, 2012.

The accompanying notes are an integral part of these financial statements.

Schedule of Investments

RevenueShares Small Cap Fund

June 30, 2012

Investments	Shares	Value
COMMON STOCKS—100.0%
Automobiles & Components—0.6%
Drew Industries, Inc.*	4,541	$	126,467
Spartan Motors, Inc.	17,963		94,126
Standard Motor Products, Inc.	12,500		176,000
Superior Industries International, Inc.	9,253		151,472
Winnebago Industries, Inc.*	9,675		98,588
Total Automobiles & Components			646,653

Banks—2.7%
Bank Mutual Corp.	5,432		23,955
Bank of the Ozarks, Inc.	1,673		50,324
BBCN Bancorp, Inc.*	3,146		34,260
Boston Private Financial Holdings, Inc.	8,470		75,637
Brookline Bancorp, Inc.	3,156		27,931
City Holding Co.	1,044		35,172
Columbia Banking System, Inc.	2,546		47,916
Community Bank System, Inc.	2,623		71,136
CVB Financial Corp.	5,510		64,191
Dime Community Bancshares	3,147		41,824
First BanCorp*(a)	42,962		170,129
First Commonwealth Financial Corp.	8,872		59,709
First Financial Bancorp	5,802		92,716
First Financial Bankshares, Inc.	1,272		43,960
First Midwest Bancorp, Inc.	8,040		88,279
FNB Corp.	9,407		102,254
Glacier Bancorp, Inc.	4,778		74,011
Hanmi Financial Corp.*	3,056		32,027
Home BancShares, Inc.	1,401		42,843
Independent Bank Corp.	1,748		51,059
National Penn Bancshares, Inc.	9,831		94,083
NBT Bancorp, Inc.	3,062		66,109
Northwest Bancshares, Inc.	7,425		86,947
Old National Bancorp	8,273		99,359
Oritani Financial Corp.	1,669		24,017
PacWest Bancorp	2,774		65,661
Pinnacle Financial Partners, Inc.*	2,489		48,560
PrivateBancorp, Inc.	7,885		116,383
Provident Financial Services, Inc.	4,095		62,858
S&T Bancorp, Inc.	2,402		44,365
Simmons First National Corp., Class A	1,579		36,712
Sterling Bancorp, Class N	2,889		28,832
Susquehanna Bancshares, Inc.	14,970		154,191
Texas Capital Bancshares, Inc.*	1,620		65,432
Tompkins Financial Corp.	1,018		38,358
TrustCo Bank Corp.	6,649		36,303
UMB Financial Corp.	3,050		156,251
Umpqua Holdings Corp.	9,295		122,322
United Bankshares, Inc.(a)	2,868		74,224
United Community Banks, Inc.*	7,821		67,026
ViewPoint Financial Group, Inc.	1,955		30,576
Wilshire Bancorp, Inc.*	5,979		32,765
Wintrust Financial Corp.	4,194		148,887
Total Banks			2,929,554

Capital Goods—11.7%
A.O. Smith Corp.	6,640		324,630
AAON, Inc.	2,680		50,518
AAR Corp.	27,912		376,254
Actuant Corp., Class A	10,081		273,800
Aegion Corp., Class A*	10,896		194,929


Investments	Shares	Value
Aerovironment, Inc.*	2,249	$	59,171
Albany International Corp., Class A	10,560		197,578
American Science & Engineering, Inc.	1,043		58,877
Apogee Enterprises, Inc.	7,611		122,309
Applied Industrial Technologies, Inc.	11,676		430,261
Astec Industries, Inc.*	6,073		186,320
AZZ, Inc.	1,352		82,824
Barnes Group, Inc.	10,170		247,029
Belden, Inc.	11,773		392,630
Brady Corp., Class A	9,401		258,621
Briggs & Stratton Corp.	24,424		427,176
Cascade Corp.	1,585		74,574
Ceradyne, Inc.	4,011		102,882
CIRCOR International, Inc.	1,276		43,499
Comfort Systems USA, Inc.	24,819		248,686
Cubic Corp.	5,654		271,844
Curtiss-Wright Corp.	12,719		394,925
Dycom Industries, Inc.*	11,014		204,971
EMCOR Group, Inc.	39,495		1,098,751
Encore Wire Corp.	9,254		247,822
EnerSys*	10,878		381,491
EnPro Industries, Inc.*	5,265		196,753
ESCO Technologies, Inc.	3,937		143,464
Federal Signal Corp.*	31,650		184,836
Franklin Electric Co., Inc.	3,207		163,974
GenCorp, Inc.*	28,721		186,974
Gibraltar Industries, Inc.*	14,372		149,181
Griffon Corp.	41,379		355,032
II-VI, Inc.*	5,627		93,802
John Bean Technologies Corp.	13,805		187,334
Kaman Corp.	9,511		294,270
Kaydon Corp.	4,200		89,838
Lawson Products, Inc.	7,004		64,787
Lindsay Corp.	1,537		99,751
Lydall, Inc.*	6,007		81,215
Moog, Inc., Class A*	11,528		476,683
Mueller Industries, Inc.	11,741		500,049
National Presto Industries, Inc.	1,296		90,422
NCI Building Systems, Inc.*	18,445		199,759
Orbital Sciences Corp.*	21,641		279,602
Orion Marine Group, Inc.*	8,352		58,130
Powell Industries, Inc.*	2,752		102,815
Quanex Building Products Corp.	9,187		164,264
Robbins & Myers, Inc.	3,238		135,413
Simpson Manufacturing Co., Inc.	4,120		121,581
Standex International Corp.	2,878		122,516
Teledyne Technologies, Inc.*	6,079		374,770
Tennant Co.	3,516		140,464
Toro Co.	4,926		361,027
Universal Forest Products, Inc.	9,168		357,369
Vicor Corp.	8,232		57,130
Watts Water Technologies, Inc., Class A(a)	8,207		273,621
Total Capital Goods			12,859,198

Commercial & Professional Services—5.9%
ABM Industries, Inc.	38,664		756,268
CDI Corp.	12,540		205,656
Consolidated Graphics, Inc.*	7,184		208,695
Dolan Co.*	7,871		52,972
Encore Capital Group, Inc.*	3,075		91,081
Exponent, Inc.*	1,048		55,366

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Small Cap Fund

June 30, 2012

Investments	Shares	Value
Commercial & Professional Services (continued)
G&K Services, Inc., Class A	5,525	$	172,325
Geo Group, Inc.*	14,525		330,008
Healthcare Services Group, Inc.(a)	8,757		169,711
Heidrick & Struggles International, Inc.	6,503		113,802
Insperity, Inc.	14,565		393,983
Interface, Inc.	17,850		243,296
Kelly Services, Inc., Class A	71,831		927,338
Mobile Mini, Inc.*	5,138		73,987
Navigant Consulting, Inc.*	13,187		166,684
On Assignment, Inc.*	6,668		106,421
Portfolio Recovery Associates, Inc.*	1,033		94,272
Resources Connection, Inc.	8,755		107,686
Sykes Enterprises, Inc.*	12,409		198,048
Tetra Tech, Inc.*	12,554		327,408
TrueBlue, Inc.*	17,100		264,708
UniFirst Corp.	3,706		236,258
United Stationers, Inc.	38,174		1,028,789
Viad Corp.	9,823		196,460
Total Commercial & Professional Services			6,521,222

Consumer Durables & Apparel—4.9%
American Greetings Corp., Class A	21,901		320,193
Arctic Cat, Inc.*	2,725		99,626
Blyth, Inc.	4,598		158,907
Brunswick Corp.	33,759		750,125
Callaway Golf Co.	31,289		184,918
Crocs, Inc.*	11,942		192,863
Ethan Allen Interiors, Inc.	6,679		133,112
Fifth & Pacific Cos., Inc.*(a)	35,474		380,636
Helen of Troy Ltd.*	4,285		145,219
Iconix Brand Group, Inc.*(a)	4,295		75,034
iRobot Corp.*	4,082		90,416
Jakks Pacific, Inc.(a)	7,979		127,744
K-Swiss, Inc., Class A*	15,550		47,894
La-Z-Boy, Inc., Class Z*	19,972		245,456
M/I Homes, Inc.*	7,554		130,835
Maidenform Brands, Inc.*	6,259		124,679
Meritage Homes Corp.*	5,253		178,287
Movado Group, Inc.	2,750		68,805
Oxford Industries, Inc.	2,446		109,336
Perry Ellis International, Inc.*	7,555		156,766
Quiksilver, Inc.*	144,665		337,069
Ryland Group, Inc.	7,322		187,297
Skechers U.S.A., Inc., Class A*(a)	13,829		281,697
Standard Pacific Corp.*	29,345		181,646
Steven Madden Ltd.*	4,570		145,097
Sturm Ruger & Co., Inc.	1,538		61,751
True Religion Apparel, Inc.	2,777		80,477
Universal Electronics, Inc.*	7,406		97,537
Wolverine World Wide, Inc.	7,134		276,657
Total Consumer Durables & Apparel			5,370,079

Consumer Services—5.0%
American Public Education, Inc.*	1,541		49,312
Biglari Holdings, Inc.*	364		140,646
BJ's Restaurants, Inc.*(a)	2,938		111,644
Boyd Gaming Corp.*(a)	59,256		426,643
Buffalo Wild Wings, Inc.*	1,691		146,508
Capella Education Co.*	2,569		89,298
Career Education Corp.*	66,553		445,240


Investments	Shares	Value
CEC Entertainment, Inc.	4,702	$	171,012
Coinstar, Inc.*(a)	5,143		353,118
Corinthian Colleges, Inc.*	138,397		399,967
Cracker Barrel Old Country Store, Inc.	8,024		503,907
DineEquity, Inc.*	4,960		221,414
Hillenbrand, Inc.	9,431		173,342
Interval Leisure Group, Inc.	4,656		88,511
Jack in the Box, Inc.*	16,515		460,438
Lincoln Educational Services Corp.	9,289		60,379
Marcus Corp.	5,316		73,148
Monarch Casino & Resort, Inc.*	3,175		29,019
Multimedia Games Holding Co., Inc.*	1,764		24,696
Papa John's International, Inc.*	5,059		240,657
Peet's Coffee & Tea, Inc.*(a)	1,091		65,504
Pinnacle Entertainment, Inc.*	23,020		221,452
Red Robin Gourmet Burgers, Inc.*	5,788		176,592
Ruby Tuesday, Inc.*	34,658		236,021
Ruth's Hospitality Group, Inc.*	11,495		75,867
Shuffle Master, Inc.*	3,189		44,008
Sonic Corp.*	11,636		116,593
Texas Roadhouse, Inc.	11,802		217,511
Universal Technical Institute, Inc.	7,201		97,286
Total Consumer Services			5,459,733

Diversified Financials—1.5%
Calamos Asset Management,
Inc., Class A	6,406		73,349
Cash America International, Inc.	6,746		297,094
Ezcorp, Inc., Class A*	7,264		170,413
Financial Engines, Inc.*	1,279		27,435
First Cash Financial Services, Inc.*	2,576		103,478
Interactive Brokers Group, Inc., Class A	17,742		261,162
Investment Technology Group, Inc.*	12,389		113,979
Piper Jaffray Cos.*	4,856		113,776
Prospect Capital Corp.	3,050		34,739
Stifel Financial Corp.*	9,355		289,069
SWS Group, Inc.	14,124		75,281
Virtus Investment Partners, Inc.*	503		40,743
World Acceptance Corp.*	1,392		91,594
Total Diversified Financials			1,692,112

Energy—3.2%
Approach Resources, Inc.*	781		19,947
Basic Energy Services, Inc.*	21,413		220,982
Bristow Group, Inc.	5,976		243,044
Cloud Peak Energy, Inc.*	11,500		194,465
Comstock Resources, Inc.*	5,049		82,905
Contango Oil & Gas Co.*	686		40,611
Exterran Holdings, Inc.*	42,411		540,740
GeoResources, Inc.*	6,307		230,899
Gulf Island Fabrication, Inc.	1,925		54,304
Gulfport Energy Corp.*	2,227		45,943
Hornbeck Offshore Services, Inc.	1,995		77,366
ION Geophysical Corp.*	13,639		89,881
Lufkin Industries, Inc.	3,049		165,622
Matrix Service Co.*	10,965		124,453
Overseas Shipholding Group, Inc.	18,771		208,546
OYO Geospace Corp.*	397		35,726
PDC Energy, Inc.*	3,187		78,145
Penn Virginia Corp.	8,360		61,362

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Small Cap Fund

June 30, 2012

Investments	Shares	Value
Energy (continued)
Petroquest Energy, Inc.*	6,853	$	34,265
Pioneer Drilling Co.*	15,930		126,962
SEACOR Holdings, Inc.*	4,968		444,040
Stone Energy Corp.*	6,689		169,499
Swift Energy Co.*	6,632		123,422
TETRA Technologies, Inc.*	10,578		75,421
Total Energy			3,488,550

Food & Staples Retailing—4.0%
Andersons, Inc.	20,412		870,776
Casey's General Stores, Inc.(a)	19,044		1,123,406
Nash Finch Co.	47,138		1,012,524
Spartan Stores, Inc.	28,288		512,862
United Natural Foods, Inc.*	16,247		891,310
Total Food & Staples Retailing			4,410,878

Food, Beverage & Tobacco—2.9%
Alliance One International, Inc.*	126,064		436,181
B&G Foods, Inc., Class A	3,901		103,767
Boston Beer Co., Inc., Class A*(a)	830		100,430
Calavo Growers, Inc.	3,882		99,302
Cal-Maine Foods, Inc.	4,802		187,758
Darling International, Inc.*	20,560		339,034
Diamond Foods, Inc.(a)	9,741		173,779
Hain Celestial Group, Inc.*	3,926		216,087
J&J Snack Foods Corp.	2,478		146,450
Sanderson Farms, Inc.	7,407		339,389
Seneca Foods Corp., Class A*	9,608		258,455
Snyders-Lance, Inc.	11,833		298,547
TreeHouse Foods, Inc.*	6,817		424,631
Total Food, Beverage & Tobacco			3,123,810

Health Care Equipment & Services—8.5%
Abaxis, Inc.*	781		28,897
Air Methods Corp.*	1,372		134,799
Align Technology, Inc.*(a)	2,551		85,356
Almost Family, Inc.*	3,152		70,416
Amedisys, Inc.*	12,709		158,227
AMN Healthcare Services, Inc.*	30,357		180,017
Amsurg Corp.*	5,004		150,020
Analogic Corp.	1,421		88,102
Bio-Reference Labs, Inc.*	4,207		110,560
Cantel Medical Corp.	2,237		60,958
Centene Corp.*	33,148		999,744
Chemed Corp.(a)	4,384		264,969
Computer Programs & Systems, Inc.	614		35,133
CONMED Corp.	5,165		142,916
Corvel Corp.*	1,580		77,420
Cross Country Healthcare, Inc.*	22,817		99,710
CryoLife, Inc.*	4,837		25,298
Cyberonics, Inc.*	830		37,300
Ensign Group, Inc.	5,237		148,050
Gentiva Health Services, Inc.*	54,990		381,081
Greatbatch, Inc.*	5,157		117,115
Haemonetics Corp.*	1,854		137,400
Hanger, Inc.*	7,371		188,992
Healthways, Inc.*	18,431		147,079
ICU Medical, Inc.*	1,135		60,586
Integra LifeSciences Holdings Corp.*	4,121		153,219
Invacare Corp.	22,917		353,609


Investments	Shares	Value
IPC The Hospitalist Co., Inc.*	2,070	$	93,812
Kindred Healthcare, Inc.*	96,828		951,819
Landauer, Inc.	439		25,168
LHC Group, Inc.*	7,474		126,759
Magellan Health Services, Inc.*	12,999		589,245
Medidata Solutions, Inc.*	1,212		39,596
Meridian Bioscience, Inc.	1,504		30,772
Merit Medical Systems, Inc.*	5,247		72,461
Molina Healthcare, Inc.*	39,325		922,565
MWI Veterinary Supply, Inc.*	3,022		310,571
Natus Medical, Inc.*	4,042		46,968
Neogen Corp.*	761		35,158
NuVasive, Inc.*	4,480		113,613
Omnicell, Inc.*	3,270		47,873
Palomar Medical Technologies, Inc.*	2,233		18,981
PharMerica Corp.*	39,135		427,354
PSS World Medical, Inc.*	18,852		395,703
Quality Systems, Inc.	10,645		292,844
SurModics, Inc.*	737		12,750
Symmetry Medical, Inc.*	8,812		75,607
West Pharmaceutical Services, Inc.	4,667		235,637
Total Health Care Equipment & Services			9,302,229

Household & Personal Products—0.6%
Central Garden and Pet Co., Class A*	33,262		362,223
Inter Parfums, Inc.	6,218		107,385
Medifast, Inc.*	2,906		57,190
Prestige Brands Holdings, Inc.*	4,297		67,936
WD-40 Co.	1,316		65,550
Total Household & Personal Products			660,284

Insurance—2.5%
AMERISAFE, Inc.*	10,426		270,555
eHealth, Inc.*	2,016		32,478
Employers Holdings, Inc.	4,985		89,929
Horace Mann Educators Corp.	10,973		191,808
Infinity Property & Casualty Corp.	3,620		208,765
Meadowbrook Insurance Group, Inc.	18,295		160,813
National Financial Partners Corp.*	15,229		204,069
Navigators Group, Inc.*	3,108		155,555
Presidential Life Corp.	5,945		58,439
ProAssurance Corp.	1,635		145,662
RLI Corp.	1,768		120,578
Safety Insurance Group, Inc.	3,084		125,334
Selective Insurance Group, Inc.	18,075		314,686
Stewart Information Services Corp.	21,922		336,503
Tower Group, Inc.	11,387		237,647
United Fire Group, Inc.	6,034		128,705
Total Insurance			2,781,526

Materials—7.9%
A. Schulman, Inc.	21,948		435,668
A.M. Castle & Co.*	19,422		206,262
AK Steel Holding Corp.(a)	229,850		1,349,220
AMCOL International Corp.	6,540		185,147
American Vanguard Corp.	2,160		57,434
Balchem Corp.	1,786		58,242
Buckeye Technologies, Inc.	6,226		177,379
Calgon Carbon Corp.*	7,989		113,604
Century Aluminum Co.*	15,934		116,796
Clearwater Paper Corp.*	11,328		386,511

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Small Cap Fund

June 30, 2012


Investments	Shares	Value
Materials (continued)
Deltic Timber Corp.	440	$	26,831
Eagle Materials, Inc.	2,718		101,490
Globe Specialty Metals, Inc.	9,359		125,691
H.B. Fuller Co.	9,528		292,510
Hawkins, Inc.	1,513		57,766
Haynes International, Inc.	1,908		97,194
Headwaters, Inc.*	27,048		139,297
Innophos Holdings, Inc.	2,984		168,477
Kaiser Aluminum Corp.	4,928		255,468
KapStone Paper and Packaging Corp.*	10,337		163,841
Koppers Holdings, Inc.	8,730		296,820
Kraton Performance Polymers, Inc.*	13,712		300,430
LSB Industries, Inc.*	5,412		167,285
Materion Corp.	13,266		305,516
Myers Industries, Inc.	8,274		141,982
Neenah Paper, Inc.	5,134		137,026
Olympic Steel, Inc.	15,310		251,390
OM Group, Inc.*	14,287		271,453
PolyOne Corp.	41,872		572,809
Quaker Chemical Corp.	2,969		137,198
RTI International Metals, Inc.*	4,453		100,771
Schweitzer-Mauduit International, Inc.	2,309		157,335
Stepan Co.	3,729		351,197
SunCoke Energy, Inc.*	21,863		320,293
Texas Industries, Inc.	3,471		135,404
Tredegar Corp.	10,849		157,961
Wausau Paper Corp.	22,412		218,069
Zep, Inc.	9,310		127,826
Total Materials			8,665,593

Media—1.4%
Arbitron, Inc.	2,323		81,305
Digital Generation, Inc.*	4,139		51,200
E.W. Scripps Co., Class A*	15,817		152,001
Harte-Hanks, Inc.	19,837		181,310
Live Nation Entertainment, Inc.*	117,046		1,074,482
Total Media			1,540,298

Pharmaceuticals, Biotechnology & Life Sciences—1.4%
Affymetrix, Inc.*	12,081		56,660
Akorn, Inc.*(a)	1,561		24,617
Arqule, Inc.*	1,327		7,869
Cambrex Corp.*	4,426		41,649
Cubist Pharmaceuticals, Inc.*	3,446		130,638
Emergent Biosolutions, Inc.*	3,526		53,419
Enzo Biochem, Inc.*	9,849		16,448
Hi-Tech Pharmacal Co., Inc.*	1,125		36,450
Luminex Corp.*	1,439		35,241
Medicines Co.*	4,232		97,082
Momenta Pharmaceuticals, Inc.*	3,866		52,268
Par Pharmaceutical Cos., Inc.*	5,355		193,530
PAREXEL International Corp.*	9,815		277,078
Questcor Pharmaceuticals, Inc.*	4,680		249,163
Salix Pharmaceuticals Ltd.*	1,876		102,129
Savient Pharmaceuticals, Inc.*(a)	1,772		957
Spectrum Pharmaceuticals, Inc.*	2,482		38,620
ViroPharma, Inc.*	4,360		103,332
Total Pharmaceuticals, Biotechnology
& Life Sciences			1,517,150


Investments	Shares	Value
Real Estate Investment Trusts—1.3%
Acadia Realty Trust	1,309	$	30,343
Cedar Realty Trust, Inc.	6,087		30,739
Colonial Properties Trust	3,400		75,276
Cousins Properties, Inc.	5,100		39,525
DiamondRock Hospitality Co.	12,431		126,796
EastGroup Properties, Inc.	663		35,338
Entertainment Properties Trust	1,381		56,773
Extra Space Storage, Inc.	2,068		63,281
Franklin Street Properties Corp.	2,667		28,217
Getty Realty Corp.	1,138		21,793
Healthcare Realty Trust, Inc.	2,445		58,289
Inland Real Estate Corp.	4,078		34,174
Kilroy Realty Corp.	1,471		71,211
Kite Realty Group Trust	4,029		20,105
LaSalle Hotel Properties	4,842		141,096
Lexington Realty Trust	7,958		67,404
LTC Properties, Inc.	467		16,943
Medical Properties Trust, Inc.	3,071		29,543
Mid-America Apartment
Communities, Inc.	1,283		87,552
Parkway Properties, Inc.	4,438		50,771
Pennsylvania Real Estate
Investment Trust	6,431		96,336
Post Properties, Inc.	1,230		60,208
PS Business Parks, Inc.	858		58,104
Sabra Health Care REIT, Inc.	939		16,066
Saul Centers, Inc.	766		32,838
Sovran Self Storage, Inc.	783		39,220
Tanger Factory Outlet Centers	1,891		60,606
Universal Health Realty Income Trust	135		5,607
Urstadt Biddle Properties, Inc., Class A	920		18,188
Total Real Estate Investment Trusts			1,472,342

Real Estate Management & Development—0.0%
Forestar Group, Inc.*	1,545		19,791

Retailing—10.8%
Big 5 Sporting Goods Corp.	27,389		207,061
Blue Nile, Inc.*(a)	2,333		69,313
Brown Shoe Co., Inc.	40,813		526,896
Buckle, Inc.	4,731		187,206
Cabela's, Inc.*(a)	14,339		542,158
Cato Corp., Class A	6,102		185,867
Children's Place Retail Stores, Inc.*(a)	7,435		370,486
Christopher & Banks Corp.	80,195		94,630
Coldwater Creek, Inc.*	65,865		35,962
Finish Line, Inc., Class A	12,560		262,630
Fred's, Inc., Class A	23,709		362,511
Genesco, Inc.*	5,330		320,599
Group 1 Automotive, Inc.	23,303		1,062,850
Haverty Furniture Cos., Inc.	10,877		121,496
Hibbett Sports, Inc.*	2,251		129,905
HOT Topic, Inc.	14,727		142,705
Jos. A. Bank Clothiers, Inc.*(a)	3,908		165,934
Kirkland's, Inc.*	6,835		76,894
Lithia Motors, Inc., Class A	21,079		485,871
Lumber Liquidators Holdings, Inc.*(a)	3,916		132,322
MarineMax, Inc.*	10,070		95,766
Men's Wearhouse, Inc.	13,901		391,174
Monro Muffler Brake, Inc.	3,805		126,478
Nutrisystem, Inc.	7,453		86,157

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Small Cap Fund

June 30, 2012

Investments	Shares	Value
Retailing (continued)
OfficeMax, Inc.*	295,292	$	1,494,177
Pep Boys-Manny, Moe & Jack	41,212		407,999
PetMed Express, Inc.	3,812		46,354
Pool Corp.	8,933		361,429
rue21, Inc.*	4,373		110,374
Select Comfort Corp.*	6,467		135,290
Sonic Automotive, Inc., Class A	104,650		1,430,565
Stage Stores, Inc.	16,185		296,509
Stein Mart, Inc.*	30,264		240,599
Tuesday Morning Corp.*	37,585		161,240
Vitamin Shoppe, Inc.*	2,968		163,032
VOXX International Corp., Class A*	12,220		113,890
Zale Corp.*	137,979		371,163
Zumiez, Inc.*(a)	7,814		309,434
Total Retailing			11,824,926

Semiconductors & Semiconductor Equipment—2.5%
Advanced Energy Industries, Inc.*	7,852		105,374
ATMI, Inc.*	3,716		76,438
Brooks Automation, Inc.	14,825		139,948
Cabot Microelectronics Corp.	2,889		84,388
Ceva, Inc.*	621		10,936
Cirrus Logic, Inc.*	6,886		205,754
Cohu, Inc.	7,088		72,014
Cymer, Inc.*	2,034		119,904
Diodes, Inc.*	6,585		123,600
DSP Group, Inc.*	6,438		40,817
Entropic Communications, Inc.*	12,127		68,396
Exar Corp.*	3,695		30,151
GT Advanced Technologies, Inc.*	10,875		57,420
Hittite Microwave Corp.*	1,030		52,654
Kopin Corp.*	7,898		27,169
Kulicke & Soffa Industries, Inc.*	18,999		169,471
Micrel, Inc.	5,564		53,025
Microsemi Corp.*	8,095		149,677
MKS Instruments, Inc.	6,098		176,415
Monolithic Power Systems, Inc.*	1,901		37,773
Nanometrics, Inc.*	2,919		44,836
Pericom Semiconductor Corp.*	3,632		32,688
Power Integrations, Inc.	1,486		55,428
Rubicon Technology, Inc.*	2,837		28,937
Rudolph Technologies, Inc.*	4,438		38,699
Sigma Designs, Inc.*	8,851		56,469
Standard Microsystems Corp.*	2,106		77,690
STR Holdings, Inc.*	7,057		32,180
Supertex, Inc.*	888		16,739
Tessera Technologies, Inc.	3,739		57,468
TriQuint Semiconductor, Inc.*	31,710		174,405
Ultratech, Inc.*	1,245		39,218
Veeco Instruments, Inc.*	6,173		212,104
Volterra Semiconductor Corp.*	1,084		25,420
Total Semiconductors &
Semiconductor Equipment			2,693,605

Software & Services—4.4%
Blackbaud, Inc.	2,755		70,721
Blucora, Inc.*	3,323		40,939
Bottomline Technologies, Inc.*	1,826		32,959
CACI International, Inc., Class A*	13,101		720,817
Cardtronics, Inc.*	4,105		124,012


Investments	Shares	Value
CIBER, Inc.*	50,945	$	219,573
CommVault Systems, Inc.*	1,287		63,797
comScore, Inc.*	2,579		42,450
CSG Systems International, Inc.*	8,349		144,271
DealerTrack Holdings, Inc.*	2,175		65,489
Digital River, Inc.*	4,984		82,834
Ebix, Inc.	1,783		35,571
EPIQ Systems, Inc.	4,518		55,346
ExlService Holdings, Inc.*	2,958		72,885
Forrester Research, Inc.	1,661		56,241
Heartland Payment Systems, Inc.	14,200		427,136
Higher One Holdings, Inc.*(a)	3,118		38,102
iGate Corp.*	7,047		119,940
Interactive Intelligence Group, Inc.*	1,441		40,651
j2 Global, Inc.	2,438		64,412
JDA Software Group, Inc.*	4,519		134,169
Liquidity Services, Inc.*	5,746		294,138
LivePerson, Inc.*	1,439		27,427
LogMeIn, Inc.*	736		22,463
Manhattan Associates, Inc.*	1,389		63,491
MAXIMUS, Inc.	3,894		201,515
MicroStrategy, Inc., Class A*	2,542		330,104
Monotype Imaging Holdings, Inc.*	1,607		26,949
NCI, Inc., Class A*	5,719		23,162
Netscout Systems, Inc.*	2,595		56,026
OpenTable, Inc.*(a)	589		26,511
Opnet Technologies, Inc.	1,030		27,388
Perficient, Inc.*	4,350		48,851
Progress Software Corp.*	5,398		112,656
QuinStreet, Inc.*	3,794		35,132
Sourcefire, Inc.*	553		28,424
Stamps.com, Inc.*	841		20,748
Synchronoss Technologies, Inc.*	2,225		41,096
Take-Two Interactive Software, Inc.*	18,507		175,076
TeleTech Holdings, Inc.*	14,456		231,296
Tyler Technologies, Inc.*	1,464		59,072
United Online, Inc.	28,374		119,738
VASCO Data Security
International, Inc.*	2,961		24,221
Virtusa Corp.*	2,849		38,034
Websense, Inc.*	3,920		73,422
XO Group, Inc.*	2,671		23,692
Total Software & Services			4,782,947

Technology Hardware & Equipment—10.0%
3D Systems Corp.*	1,319		45,031
Agilysys, Inc.*	9,529		82,616
Anixter International, Inc.	21,651		1,148,586
Arris Group, Inc.*	15,791		219,653
Avid Technology, Inc.*	19,315		143,510
Badger Meter, Inc.	1,419		53,283
Bel Fuse, Inc., Class B	3,760		66,214
Benchmark Electronics, Inc.*	32,718		456,416
Black Box Corp.	7,649		219,526
Brightpoint, Inc.*	200,499		1,084,700
Checkpoint Systems, Inc.*	20,526		178,781
Cognex Corp.	1,980		62,667
Comtech Telecommunications Corp.	4,971		142,071
CTS Corp.	12,344		116,280
Daktronics, Inc.	12,367		85,456
Digi International, Inc.*	3,985		40,806

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Small Cap Fund

June 30, 2012


Investments	Shares	Value
Technology Hardware & Equipment (continued)
DTS, Inc.*	698	$	18,204
Electro Scientific Industries, Inc.	4,042		47,776
FARO Technologies, Inc.*	1,052		44,268
FEI Co.*	3,086		147,634
Harmonic, Inc.*	25,117		106,998
Insight Enterprises, Inc.*	67,457		1,135,301
Intermec, Inc.*	24,298		150,648
Intevac, Inc.*	2,482		18,665
Littelfuse, Inc.	2,274		129,368
Measurement Specialties, Inc.*	1,541		50,098
Mercury Computer Systems, Inc.*	3,447		44,570
Methode Electronics, Inc.	10,018		85,253
MTS Systems Corp.	2,291		88,318
NETGEAR, Inc.*	6,891		237,808
Newport Corp.*	8,175		98,264
Novatel Wireless, Inc.*	33,540		83,515
Oplink Communications, Inc.*	2,857		38,655
OSI Systems, Inc.*	1,986		125,793
Park Electrochemical Corp.	1,682		43,530
PC-Tel, Inc.	2,190		14,169
Plexus Corp.*	15,061		424,720
Pulse Electronics Corp.	38,915		76,663
Radisys Corp.*	9,735		61,136
Rofin-Sinar Technologies, Inc.*	5,671		107,352
Rogers Corp.*	2,568		101,718
ScanSource, Inc.*	15,364		470,753
Stratasys, Inc.*(a)	613		30,374
Super Micro Computer, Inc.*	11,381		180,503
Symmetricom, Inc.*	7,043		42,188
Synaptics, Inc.*	4,050		115,952
SYNNEX Corp.*	58,077		2,003,076
TTM Technologies, Inc.*	30,883		290,609
ViaSat, Inc.*(a)	4,237		160,032
Total Technology Hardware & Equipment			10,919,507

Telecommunication Services—0.8%
Atlantic Tele-Network, Inc.	2,856		96,333
Cbeyond, Inc.*	15,863		107,393
Cincinnati Bell, Inc.*	80,378		299,006
General Communication, Inc.,
Class A*	16,607		138,004
Lumos Networks Corp.	4,061		38,376
Neutral Tandem, Inc.*	3,986		52,535
NTELOS Holdings Corp.	5,748		108,350
USA Mobility, Inc.	3,744		48,148
Total Telecommunication Services			888,145


Investments	Shares	Value
Transportation—2.1%
Allegiant Travel Co., Class A*	2,097	$	146,119
Arkansas Best Corp.	20,698		260,795
Forward Air Corp.	3,095		99,875
Heartland Express, Inc.	7,228		103,433
HUB Group, Inc., Class A*	13,590		491,958
Knight Transportation, Inc.	9,781		156,398
Old Dominion Freight Line, Inc.*	8,132		352,034
SkyWest, Inc.	101,143		660,464
Total Transportation			2,271,076

Utilities—3.4%
ALLETE, Inc.	4,444		185,759
American States Water Co.	2,189		86,641
Avista Corp.	11,710		312,657
CH Energy Group, Inc.	3,016		198,121
El Paso Electric Co.	5,546		183,905
Laclede Group, Inc.	8,175		325,447
New Jersey Resources Corp.	13,595		592,878
Northwest Natural Gas Co.	3,534		168,218
NorthWestern Corp.	6,223		228,384
Piedmont Natural Gas Co., Inc.	8,908		286,749
South Jersey Industries, Inc.	3,604		183,696
Southwest Gas Corp.	8,249		360,069
UIL Holdings Corp.	8,533		305,993
UNS Energy Corp.	7,877		302,556
Total Utilities			3,721,073

Total Common Stocks
(Cost $101,624,277)			109,562,281
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—4.1%
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(b)
(Cost $4,526,261)	4,526,261		4,526,261
Total Investments—104.1%
(Cost $106,150,538)			114,088,542
Liabilities in Excess of Other Assets—(4.1)%			(4,487,536	)
Net Assets—100.0%		$	109,601,006

Non-income producing security

(a)

All or a portion of security is on loan. The aggregate market value of the securities on loan is $4,456,793; cash collateral of $4,526,261 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)

Rate shown represents annualized 7-day yield as of June 30, 2012.

The accompanying notes are an integral part of these financial statements.

Schedule of Investments

RevenueShares Financials Sector Fund

June 30, 2012

Investments	Shares	Value
COMMON STOCKS—99.9%
Capital Markets—11.5%
Ameriprise Financial, Inc.	1,427	$	74,575
Bank of New York Mellon Corp.	5,174		113,569
BlackRock, Inc.	380		64,532
Charles Schwab Corp.	2,720		35,169
ETrade Financial Corp.	2,067		16,619
Federated Investors, Inc., Class B	301		6,577
Franklin Resources, Inc.	456		50,611
Goldman Sachs Group, Inc.	2,866		274,735
Invesco Ltd.	1,323		29,900
Legg Mason, Inc.	757		19,962
Morgan Stanley	20,751		302,757
Northern Trust Corp.	656		30,189
State Street Corp.	1,623		72,451
T. Rowe Price Group, Inc.	314		19,769
Total Capital Markets			1,111,415

Commercial Banks—13.4%
BB&T Corp.	2,336		72,066
Comerica, Inc.	608		18,672
Fifth Third Bancorp	3,670		49,178
First Horizon National Corp.	1,386		11,989
Huntington Bancshares, Inc.	3,393		21,715
KeyCorp	4,546		35,186
M&T Bank Corp.	374		30,881
PNC Financial Services Group, Inc.	1,922		117,454
Regions Financial Corp.	8,349		56,356
SunTrust Banks, Inc.	3,001		72,714
U.S. Bancorp	4,695		150,991
Wells Fargo & Co.	19,132		639,774
Zions Bancorporation	996		19,342
Total Commercial Banks			1,296,318

Consumer Finance—4.7%
American Express Co.	3,914		227,834
Capital One Financial Corp.	2,407		131,567
Discover Financial Services	1,726		59,685
SLM Corp.	2,628		41,286
Total Consumer Finance			460,372

Diversified Financial Services—25.1%
Bank of America Corp.	98,933		809,272
Citigroup, Inc.	25,477		698,325
CME Group, Inc., Class A	84		22,521
IntercontinentalExchange, Inc.*	72		9,791
JPMorgan Chase & Co.	22,480		803,210
Leucadia National Corp.	609		12,953
Moody's Corp.	446		16,301
NASDAQ OMX Group, Inc.	1,073		24,325
NYSE Euronext	1,272		32,538
Total Diversified Financial Services			2,429,236

Insurance—41.8%
ACE Ltd.	1,621		120,165
Aflac, Inc.	3,581		152,515
Allstate Corp.	6,619		232,261
American International Group, Inc.*	14,987		480,933
AON PLC	1,682		78,684
Assurant, Inc.	1,668		58,113
Berkshire Hathaway, Inc., Class B*	12,151		1,012,543
Chubb Corp.	1,333		97,069
Cincinnati Financial Corp.	716		27,258
Genworth Financial, Inc., Class A*	13,316		75,369


Investments	Shares	Value
Hartford Financial Services Group, Inc.	9,012	$	158,882
Lincoln National Corp.	3,537		77,354
Loews Corp.	2,477		101,334
Marsh & McLennan Cos., Inc.	2,563		82,605
MetLife, Inc.	15,163		467,778
Principal Financial Group, Inc.	2,532		66,414
Progressive Corp.(a)	5,164		107,566
Prudential Financial, Inc.	6,623		320,752
Torchmark Corp.	475		24,011
Travelers Cos., Inc.	2,813		179,582
Unum Group	3,658		69,977
XL Group PLC	2,241		47,151
Total Insurance			4,038,316

Paper & Forest Products—0.5%
Weyerhaeuser Co.	2,083		46,576

Real Estate Investment Trusts—2.2%
American Tower Corp.	241		16,848
Apartment Investment &
Management Co., Class A	285		7,704
AvalonBay Communities, Inc.	48		6,791
Boston Properties, Inc.	114		12,354
Equity Residential	231		14,405
HCP, Inc.	265		11,700
Health Care REIT, Inc.	151		8,803
Host Hotels & Resorts, Inc.	2,152		34,045
Kimco Realty Corp.	345		6,565
Plum Creek Timber Co., Inc.	221		8,774
ProLogis, Inc.	322		10,700
Public Storage	87		12,564
Simon Property Group, Inc.	197		30,665
Ventas, Inc.	169		10,667
Vornado Realty Trust	247		20,743
Total Real Estate Investment Trusts			213,328

Real Estate Management & Development—0.4%
Cbre Group, Inc., Class A*	2,427		39,706

Thrifts & Mortgage Finance—0.3%
Hudson City Bancorp, Inc.	2,777		17,689
People's United Financial, Inc.	782		9,079
Total Thrifts & Mortgage Finance			26,768

Total Common Stocks
(Cost $11,340,065)			9,662,035
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—0.0%†
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(b)
(Cost $425)	425		425
Total Investments—99.9%
(Cost $11,340,490)			9,662,460
Other Assets in Excess of Liabilities—0.1%			4,872
Net Assets—100.0%		$	9,667,332

PLC – Public Limited Company

REIT – Real Estate Investment Trust

Non-income producing security

†

Less than 0.05%

(a)		All or a portion of security is on loan. The aggregate market value of the securities on loan is $417; cash collateral of $425 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)		Rate shown represents annualized 7-day yield as of June 30, 2012.

The accompanying notes are an integral part of these financial statements.

Schedule of Investments

RevenueShares ADR Fund

June 30, 2012

Investments	Shares	Value
COMMON STOCKS—98.4%
Automobiles & Components—5.4%
Honda Motor Co. Ltd.(a)	17,042	$	590,676
Magna International, Inc.	3,928		154,999
Toyota Motor Corp.(a)	15,245		1,226,917
Total Automobiles & Components			1,972,592

Banks—12.3%
Banco Bilbao Vizcaya Argentaria SA(a)	22,776		161,026
Banco Bradesco SA(a)	32,561		484,182
Banco de Chile(a)	293		24,756
Banco Santander Chile(a)	362		28,051
Banco Santander SA(a)	54,808		359,540
Bancolombia SA(a)	452		27,952
Bank of Montreal	1,950		107,757
Bank of Nova Scotia	2,893		149,828
Barclays PLC(a)	25,220		259,766
Canadian Imperial Bank of Commerce	1,323		93,060
Credicorp Ltd.	144		18,128
HSBC Holdings PLC(a)	10,836		478,193
Itau Unibanco Holding SA(a)	30,077		418,672
KB Financial Group, Inc.(a)	110		3,596
Lloyds Banking Group PLC*(a)	164,891		316,591
Mitsubishi UFJ Financial
Group, Inc.(a)	65,995		313,476
Mizuho Financial Group, Inc.(a)	49,312		164,209
National Bank of Greece SA*(a)	26,672		45,609
Royal Bank of Canada	3,534		181,012
Royal Bank of Scotland
Group PLC*(a)(b)	38,436		261,365
Shinhan Financial Group Co., Ltd.(a)	121		8,589
Sumitomo Mitsui Financial
Group, Inc.(a)	30,214		200,621
Toronto-Dominion Bank	2,016		157,712
Westpac Banking Corp.(a)	2,345		255,159
Total Banks			4,518,850

Capital Goods—3.0%
ABB Ltd.*(a)	13,004		212,225
Embraer SA(a)	1,235		32,764
Koninklijke Philips Electronics NV	9,068		178,368
Kubota Corp.(a)	1,481		68,289
Nidec Corp.(a)	2,219		42,583
Siemens AG(a)	6,745		567,052
Total Capital Goods			1,101,281

Consumer Durables & Apparel—3.1%
Gildan Activewear, Inc.	342		9,412
Luxottica Group SpA(a)	1,444		50,439
Panasonic Corp.(a)	74,735		605,353
Sony Corp.(a)	33,718		480,144
Total Consumer Durables & Apparel			1,145,348

Consumer Services—0.3%
Carnival PLC(a)	2,496		85,688
Intercontinental Hotels Group PLC(a)	404		9,736
Tim Hortons, Inc.	318		16,740
Total Consumer Services			112,164

Diversified Financials—3.8%
Credit Suisse Group AG(a)	13,278		243,386
Deutsche Bank AG	10,422		376,964

Investments	Shares	Value
ING Groep NV*(a)	59,939	$	400,393
Nomura Holdings, Inc.(a)	28,168		103,940
ORIX Corp.(a)	660		30,670
UBS AG*	20,350		238,298
Total Diversified Financials			1,393,651

Energy—35.5%
BP PLC(a)	45,710		1,853,083
Cameco Corp.	656		14,399
Canadian Natural Resources Ltd.	2,875		77,194
Cenovus Energy, Inc.	2,909		92,506
China Petroleum & Chemical Corp.(a)	20,158		1,797,892
CNOOC Ltd.(a)	1,058		212,923
Ecopetrol SA(a)	3,460		193,033
Enbridge, Inc.	3,032		121,037
Encana Corp.	2,097		43,681
Enerplus Corp.	499		6,422
ENI SpA(a)	20,998		892,835
Imperial Oil Ltd.	3,909		163,084
Nexen, Inc.	2,255		38,087
Penn West Petroleum Ltd.	1,273		17,045
PetroChina Co. Ltd.(a)	12,822		1,655,833
Petroleo Brasileiro SA, Class A(a)	42,706		774,687
Royal Dutch Shell PLC, Class A(a)	19,776		1,333,496
Royal Dutch Shell PLC, Class B(a)	19,067		1,333,355
Statoil ASA(a)	28,819		687,621
Suncor Energy, Inc.	7,689		222,597
Talisman Energy, Inc.	4,118		47,192
Tenaris SA(a)	1,664		58,190
Total SA(a)	29,441		1,323,373
TransCanada Corp.	1,181		49,484
Total Energy			13,009,049

Food & Staples Retailing—0.5%
Delhaize Group SA(a)	4,725		173,455

Food, Beverage & Tobacco—2.9%
Anheuser-Busch InBev NV(a)	3,137		249,862
BRF—Brasil Foods SA(a)	5,204		79,049
British American Tobacco PLC(a)	1,375		140,415
Diageo PLC(a)	932		96,061
Fomento Economico Mexicano
SAB de CV(a)	1,126		100,496
Unilever NV	5,723		190,862
Unilever PLC(a)	5,640		190,237
Total Food, Beverage & Tobacco			1,046,982

Health Care Equipment & Services—0.3%
Fresenius Medical Care AG
& Co. KGaA(a)	1,071		75,602
Smith & Nephew PLC(a)	504		25,195
Total Health Care Equipment & Services			100,797

Insurance—4.3%
Aegon NV, Class G	50,328		232,515
Aviva PLC(a)	36,341		311,806
China Life Insurance Co. Ltd.(a)	8,314		328,320
Manulife Financial Corp.	24,030		261,687
Prudential PLC(a)	14,070		326,424
Sun Life Financial, Inc.	5,415		117,830
Total Insurance			1,578,582

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares ADR Fund

June 30, 2012

Investments	Shares	Value
Materials—6.4%
Agnico-Eagle Mines Ltd.	258	$	10,439
Agrium, Inc.	1,052		93,070
ArcelorMittal(b)	33,440		510,629
Barrick Gold Corp.	2,065		77,582
BHP Billiton Ltd.(a)	2,826		184,538
BHP Billiton PLC(a)	3,216		183,923
Cemex SAB de CV*(a)	14,674		98,756
Cia de Minas Buenaventura SA(a)	232		8,811
Cia Siderurgica Nacional SA(a)	9,000		51,030
CRH PLC(a)	7,334		141,106
Eldorado Gold Corp.	496		6,111
Gerdau SA(a)	13,836		121,203
Goldcorp, Inc.	794		29,838
IAMGOLD Corp.	738		8,708
Kinross Gold Corp.	2,532		20,636
POSCO(a)	2,406		193,539
Potash Corp. of Saskatchewan, Inc.	1,138		49,719
Randgold Resources Ltd.(a)	74		6,661
Rio Tinto PLC(a)	6,986		334,001
Silver Wheaton Corp.	151		4,053
Sociedad Quimica y Minera de Chile SA(a) 221			12,303
Southern Copper Corp.	1,252		39,450
Syngenta AG(a)	1,132		77,474
Teck Resources Ltd., Class B	2,024		62,623
Yamana Gold, Inc.	785		12,089
Total Materials			2,338,292

Media—0.8%
Grupo Televisa SAB(a)	1,397		30,007
Pearson PLC(a)	2,740		54,389
Shaw Communications, Inc., Class B	1,443		27,287
Thomson Reuters Corp.	2,722		77,441
WPP PLC(a)	1,474		89,708
Total Media			278,832

Pharmaceuticals, Biotechnology & Life Sciences—3.2%
AstraZeneca PLC(a)	4,195		187,726
Elan Corp. PLC*(a)	480		7,003
GlaxoSmithKline PLC(a)	5,310		241,977
Novartis AG(a)	5,899		329,754
Novo Nordisk A/S(a)	512		74,414
QIAGEN NV*	401		6,697
Sanofi(a)	7,197		271,902
Shire PLC(a)	271		23,412
Valeant Pharmaceuticals
International, Inc.*	328		14,691
Total Pharmaceuticals, Biotechnology
& Life Sciences			1,157,576

Real Estate—0.3%
Brookfield Asset Management, Inc.,
Class A	3,110		102,941

Semiconductors & Semiconductor Equipment—0.5%
Advantest Corp.(a)	445		7,018
ARM Holdings PLC(a)	181		4,306
ASML Holding NV, Class G	841		43,244
STMicroelectronics NV, Class Y	8,822		47,992

Investments	Shares	Value
Taiwan Semiconductor
Manufacturing Co. Ltd.(a)	5,619	$	78,441
United Microelectronics Corp.(a)	8,893		19,298
Total Semiconductors &
Semiconductor Equipment			200,299

Software & Services—0.3%
SAP AG(a)	1,861		110,469

Technology Hardware & Equipment—2.6%
Alcatel-Lucent*(a)	67,367		109,808
Canon, Inc.(a)(b)	6,156		245,871
Kyocera Corp.(a)	1,012		86,425
Nokia OYJ(a)	109,619		226,911
Research In Motion Ltd.*(b)	11,104		82,059
Telefonaktiebolaget LM Ericsson(a)	20,632		188,370
Total Technology Hardware
& Equipment			939,444

Telecommunication Services—10.6%
America Movil SAB de CV, Series R(a)	12,133		316,186
BCE, Inc.	2,756		113,547
BT Group PLC(a)	5,524		183,286
China Mobile Ltd.(a)	8,855		484,103
Chunghwa Telecom Co. Ltd.(a)	1,197		37,622
France Telecom SA(a)	27,443		359,778
Nippon Telegraph & Telephone
Corp.(a)	31,767		735,088
NTT DoCoMo, Inc.(a)	17,536		291,974
Oi SA(a)(b)	2,940		36,280
Portugal Telecom SGPS SA(a)(b)	11,609		51,660
Rogers Communications, Inc., Class B	1,917		69,414
Telecom Italia SpA(a)	24,369		240,035
Telefonica SA(a)	37,540		491,774
TELUS Corp., Class A	1,016		59,416
Vodafone Group PLC(a)	14,684		413,795
Total Telecommunication Services			3,883,958

Transportation—0.4%
Canadian National Railway Co.	622		52,484
Canadian Pacific Railway Ltd.	423		30,989
Lan Airlines SA(a)(b)	1,185		30,929
Ryanair Holdings PLC*(a)	962		29,245
Total Transportation			143,647

Utilities—1.9%
Centrais Eletricas Brasileiras SA,
Class C(a)	16,191		113,823
Cia Energetica de Minas Gerais(a)	2,970		54,707
CPFL Energia SA(a)	1,714		42,833
Empresa Nacional de Electricidad SA(a)	556		28,373
Enersis SA(a)	4,026		75,286
National Grid PLC(a)	2,471		130,938
TransAlta Corp.	820		13,915
Veolia Environnement SA(a)	17,472		220,497
Total Utilities			680,372
Total Common Stocks
(Cost $40,878,708)			35,988,581

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares ADR Fund

June 30, 2012

Investments	Shares	Value
PREFERRED STOCKS—1.2%
Food, Beverage & Tobacco—0.2%
Cia de Bebidas das Americas(a)	2,378	$	91,149

Materials—0.9%
Vale SA, Class B(a)	16,757		326,929

Utilities—0.1%
Cia Paranaense de Energia-Copel
Preference B(a)	1,221		26,471

Total Preferred Stocks
(Cost $537,440)			444,549
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—2.5%
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(c)
(Cost $913,653)	913,653		913,653
Total Investments—102.1%
(Cost $42,329,801)			37,346,783
Liabilities in Excess of Other Assets—(2.1)%			(759,750	)
Net Assets—100.0%		$	36,587,033


				% of
Country	Value			Net Assets
Australia	$	439,697		1.2	%
Belgium		423,317		1.2
Brazil		2,653,779		7.3
Canada		3,084,376		8.4
Chile		199,698		0.5
China		1,984,153		5.4
Colombia		220,985		0.6
Denmark		74,414		0.2
Finland		226,911		0.6
France		2,285,358		6.2
Germany		1,130,087		3.1
Greece		45,609		0.1
Hong Kong		2,494,918		6.8
Ireland		200,766		0.6
Italy		1,183,309		3.2
Japan		5,193,254		14.2
Jersey Islands		96,369		0.3
Luxembourg		568,819		1.6
Mexico		545,445		1.5
Netherlands		3,718,930		10.2
Norway		687,621		1.9
Peru		26,939		0.1
Portugal		51,660		0.1
South Korea		205,724		0.6
Spain		1,012,340		2.8
Sweden		188,370		0.5
Switzerland		1,149,129		3.1
Taiwan		135,361		0.4
United Kingdom		6,088,901		16.6
United States		1,030,544		2.8
Total Investments		37,346,783		102.1

Liabilities in Excess of Other Assets		(759,750	)	(2.1	)
Net Assets	$	36,587,033		100.0	%

PLC

– Public Limited Company

Non-income producing security

(a)

American Depositary Receipt

(b)

All or a portion of security is on loan. The aggregate market value of the securities on loan is $906,377; cash collateral of $913,653 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(c)

Rate shown represents annualized 7-day yield as of June 30, 2012.

The accompanying notes are an integral part of these financial statements.

Schedule of Investments

RevenueShares Navellier Overall A-100 Fund

June 30, 2012


Investments	Shares	Value
COMMON STOCKS—100.3%
Banks—1.6%
Access National Corp.	742	$	9,720
Bank of The Ozarks, Inc.	584		17,567
Heartland Financial USA, Inc.	1,374		32,976
Horizon Bancorp	398		10,467
Monarch Financial Holdings, Inc.	1,290		12,706
Peoples Bancorp, Inc.	619		13,606
Texas Capital Bancshares, Inc.*	666		26,900
Total Banks			123,942

Capital Goods—6.8%
Chart Industries, Inc.*	556		38,230
DXP Enterprises, Inc.*	415		17,218
Edac Technologies Corp.*	1,170		13,198
Generac Holdings, Inc.	1,148		27,621
Goodrich Corp.	523		66,369
Sypris Solutions, Inc.	6,798		47,382
Transdigm Group, Inc.*	455		61,106
W.W. Grainger, Inc.	1,290		246,700
Total Capital Goods			517,824

Commercial & Professional Services—1.1%
Hudson Technologies, Inc.*	1,481		6,102
Mistras Group, Inc.*	736		19,342
Verisk Analytics, Inc., Class A*	1,132		55,762
Total Commercial & Professional Services			81,206

Consumer Durables & Apparel—6.6%
Arctic Cat, Inc.*	419		15,319
LeapFrog Enterprises, Inc., Class A*	5,662		58,092
Lululemon Athletica, Inc.*	785		46,810
Polaris Industries, Inc.	1,440		102,931
Smith & Wesson Holding Corp.*	2,059		17,110
Sturm Ruger & Co., Inc.	551		22,123
VF Corp.	1,809		241,411
Total Consumer Durables & Apparel			503,796

Consumer Services—2.5%
Cedar Fair LP	1,623		48,641
Domino's Pizza, Inc.	1,651		51,032
Multimedia Games Holding Co., Inc.*	1,275		17,850
Papa John's International, Inc.*	1,191		56,656
Shuffle Master, Inc.*	836		11,537
Total Consumer Services			185,716

Diversified Financials—0.8%
Main Street Capital Corp.	599		14,496
Marketaxess Holdings, Inc.	595		15,851
Ocwen Financial Corp., Class A*	1,616		30,348
Total Diversified Financials			60,695

Energy—3.4%
Ecopetrol SA(a)	4,201		234,374
TGC Industries, Inc.*	2,224		21,595
Total Energy			255,969

Food & Staples Retailing—2.9%
Susser Holdings Corp.*	5,957		221,422

Food, Beverage & Tobacco—9.1%
Boston Beer Co., Inc., Class A*(b)	547		66,187


Investments	Shares	Value
British American Tobacco PLC(a)	5,249	$	536,028
Monster Beverage Corp.*	1,178		83,873
Total Food, Beverage & Tobacco			686,088

Health Care Equipment & Services—1.3%
Healthstream, Inc.*	680		17,680
Intuitive Surgical, Inc.*	126		69,778
Mediware Information Systems*	942		13,753
Total Health Care Equipment & Services			101,211

Household & Personal Products—1.7%
Nu Skin Enterprises, Inc., Class A	1,163		54,545
USANA Health Sciences, Inc.*	1,763		72,494
Total Household & Personal Products			127,039

Insurance—8.2%
Allied World Assurance Co.
Holdings AG	2,836		225,377
Amtrust Financial Services, Inc.	1,813		53,864
Eastern Insurance Holdings, Inc.	1,073		18,241
Homeowners Choice, Inc.	871		15,330
ProAssurance Corp.	202		17,996
White Mountains Insurance Group Ltd.	559		291,658
Total Insurance			622,466

Materials—1.7%
American Vanguard Corp.	737		19,597
Arabian American Development Co.*(b)	1,559		15,107
H.B. Fuller Co.	782		24,007
Schweitzer-Mauduit International, Inc.	251		17,103
Terra Nitrogen Co. LP	198		41,936
U.S. Lime & Minerals, Inc.*	252		11,761
Total Materials			129,511

Media—2.0%
Beasley Broadcasting Group, Inc.,
Class A*	2,055		12,104
Madison Square Garden Co.
(The), Class A*	3,787		141,785
Total Media			153,889

Pharmaceuticals, Biotechnology & Life Sciences—4.4%
Akorn, Inc.*(b)	1,260		19,870
Alexion Pharmaceuticals, Inc.*	443		43,990
Biogen IDEC, Inc.*	1,251		180,619
Cambrex Corp.*	3,842		36,153
Jazz Pharmaceuticals PLC*	455		20,480
Questcor Pharmaceuticals, Inc.*	285		15,174
Spectrum Pharmaceuticals, Inc.*	898		13,973
Total Pharmaceuticals, Biotechnology
& Life Sciences			330,259

Real Estate—1.6%
Altisource Portfolio Solutions SA*	368		26,949
Extra Space Storage, Inc.(d)	1,519		46,481
Simon Property Group, Inc.(d)	290		45,142
Total Real Estate			118,572

Retailing—26.7%
America's Car-Mart, Inc.*	562		21,834
Asbury Automotive Group, Inc.*	21,800		516,442
AutoZone, Inc.*	722		265,097

The accompanying notes are an integral part of these financial statements.

Schedule of Investments — continued

RevenueShares Navellier Overall A-100 Fund

June 30, 2012

Investments	Shares	Value
Retailing (continued)
Bed Bath & Beyond, Inc.*	4,871	$	301,028
Dillard's, Inc., Class A	898		57,185
Genesco, Inc.*	402		24,180
Lithia Motors, Inc., Class A	3,740		86,207
Macy's, Inc.	5,200		178,620
O'Reilly Automotive, Inc.*(b)	2,113		177,006
Sally Beauty Holdings, Inc.*	5,119		131,763
Select Comfort Corp.*	1,818		38,033
Stamps.com, Inc.*	544		13,420
Tractor Supply Co.	1,708		141,866
Ulta Salon Cosmetics & Fragrance, Inc.	793		74,050
Total Retailing			2,026,731

Semiconductors & Semiconductor Equipment—0.1%
Silicon Motion Technology Corp.*(a)	760		10,724

Software & Services—8.7%
Alliance Data Systems Corp.*(b)	909		122,715
Blucora, Inc.*	1,026		12,640
Cardtronics, Inc.*	1,026		30,995
Fair Isaac Corp.	734		31,034
IAC/InterActiveCorp	518		23,621
Liquidity Services, Inc.*	624		31,943
Manhattan Associates, Inc.*	452		20,661
Mastercard, Inc., Class A	487		209,464
NetEase, Inc.*(a)	2,499		147,066
Solarwinds, Inc.*	511		22,259
Top Image Systems Ltd.*	884		3,898
Total Software & Services			656,296


Investments	Shares		Value
Technology Hardware & Equipment—8.8%
Apple, Inc.*	927	$	541,368
Key Tronic Corp.*	4,590		37,822
Micronetics, Inc.*	373		5,490
Seagate Technology PLC	3,355		82,969
Total Technology Hardware & Equipment			667,649

Transportation—0.3%
Copa Holdings SA, Class A	302		24,909

Total Common Stocks
(Cost $6,976,001)			7,605,914
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED—3.0%
Dreyfus Institutional Preferred
Money Market Fund—
Prime Shares, 0.16%(c)
(Cost $232,353)	232,353		232,353
Total Investments—103.3%
(Cost $7,208,354)			7,838,267
Liabilities in Excess of Other Assets—(3.3)%			(252,808	)
Net Assets—100.0%		$	7,585,459

PLC – Public Limited Company

Non-income producing security

(a)

American Depositary Receipt

(b)

All or a portion of security is on loan. The aggregate market value of the securities on loan is $233,882; cash collateral of $232,353 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(c)

Rate shown represents annualized 7-day yield as of June 30, 2012.

(d)

Real Estate Investment Trust

The accompanying notes are an integral part of these financial statements.

Statements Of Assets And Liabilities

June 30, 2012


																	RevenueShares
		RevenueShares			RevenueShares			RevenueShares			RevenueShares						Navellier
		Large Cap			Mid Cap			Small Cap			Financials			RevenueShares			Overall A-100
		Fund			Fund			Fund			Sector Fund			ADR Fund			Fund
ASSETS:
Investments at value
(including securities
on loan) (Note 5)¹	$	160,638,071		$	129,117,928		$	114,088,542		$	9,662,460		$	37,346,783		$	7,838,267
Cash		489,514			1,234,352			276,287			5,969			63,203			9,050
Receivables:
Expense reimbursement
due from Adviser		—			—			—			7,973			2,225			6,325
Dividends		185,778			106,075			83,108			5,829			195,428			1,488
Investment securities sold		466,025			348,062			3,627,704			—			—			165,401
Securities lending income,
net (Note 2)		1,264			2,376			1,303			—			200			5
Prepaid expenses		6,853			6,604			6,492			5,746			6,030			3,539
Total Assets		161,787,505			130,815,397			118,083,436			9,687,977			37,613,869			8,024,075
LIABILITIES:
Payables:
Collateral for securities
on loan (Note 2)		4,432,320			5,937,980			4,526,261			425			913,653			232,353
Investment securities
purchased		942,416			2,216,521			490,699			—			74,745			182,342
Capital shares redeemed		—			—			3,371,005			—			—			—
Advisory fees (Note 3)		33,158			20,443			18,391			—			—			—
Compliance Officer fees		2,600			2,035			2,113			795			1,123			617
Trustee fees		1,015			594			612			94			331			96
Other accrued expenses		92,246			80,365			73,349			19,331			36,984			23,208
Total Liabilities		5,503,755			8,257,938			8,482,430			20,645			1,026,836			438,616
NET ASSETS	$	156,283,750		$	122,557,459		$	109,601,006		$	9,667,332		$	36,587,033		$	7,585,459
NET ASSETS CONSIST OF:
Paid-in capital	$	142,215,972		$	109,201,669		$	102,111,698		$	12,298,272		$	44,177,909		$	8,478,745
Undistributed net investment
income (loss)		688,718			—			249,977			13,975			142,122			12,737
Accumulated net realized
gain (loss) on investments		(5,089,546	)		(1,004,950	)		(698,673	)		(966,885	)		(2,749,980	)		(1,535,936	)
Net unrealized appreciation
(depreciation) on
investments		18,468,606			14,360,740			7,938,004			(1,678,030	)		(4,983,018	)		629,913
NET ASSETS	$	156,283,750		$	122,557,459		$	109,601,006		$	9,667,332		$	36,587,033		$	7,585,459
Shares outstanding
(unlimited number of
shares of beneficial interest
authorized, without
par value)		6,201,400			4,101,400			3,251,400			350,000			1,150,000			200,000
Net asset value, per share	$	25.20		$	29.88		$	33.71		$	27.62		$	31.81		$	37.93
Investments at cost	$	142,169,465		$	114,757,188		$	106,150,538		$	11,340,490		$	42,329,801		$	7,208,354
¹Market value of
securities on loan:	$	4,424,471		$	5,939,386		$	4,456,793		$	417		$	906,377		$	233,882

The accompanying notes are an integral part of these financial statements.

Statements of Operations

Year Ended June 30, 2012


																	RevenueShares
		RevenueShares			RevenueShares			RevenueShares			RevenueShares						Navellier
		Large Cap			Mid Cap			Small Cap			Financials			RevenueShares			Overall A-100
		Fund			Fund			Fund			Sector Fund			ADR Fund			Fund

INVESTMENT INCOME:
Dividend income	$	3,659,711		$	1,684,826		$	1,309,773		$	127,522		$	1,659,666		$	170,022
Foreign withholding tax		—			—			—			—			(182,047	)		(1,530	)
Securities lending income,
net (Note 2)		1,264			2,376			1,303			—			200			5
Total Income		3,660,975			1,687,202			1,311,076			127,522			1,477,819			168,497
EXPENSES:
Advisory fees (Note 3)		745,410			643,818			570,848			38,941			256,523			56,896
BNY Fund Services fees		282,672			242,651			239,004			21,586			101,507			31,450
Professional fees		83,779			70,280			58,412			19,015			36,021			18,391
Compliance fees		33,606			26,465			23,455			8,710			14,264			9,225
Principal Financial Officer fees		17,050			14,038			12,700			5,618			8,188			5,739
Printing and Postage		44,400			36,827			30,631			4,563			16,789			3,729
Trustees fees		13,412			9,814			8,692			656			4,272			797
NYSE Listing fees		4,943			4,942			4,940			4,952			4,950			278
Other expenses		10,116			10,891			12,052			7,590			8,278			7,675
Total Expenses		1,235,388			1,059,726			960,734			111,631			450,792			134,180
Less expense waivers and
reimbursements (Note 3)		(423,713	)		(364,402	)		(344,218	)		(69,229	)		(241,299	)		(77,284	)
Net Expenses		811,675			695,324			616,516			42,402			209,493			56,896
Net Investment Income		2,849,300			991,878			694,560			85,120			1,268,326			111,601
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss)
on investments		(2,315,376	)		1,760,977			(126,426	)		(634,923	)		(2,468,964	)		(1,555,905	)
Net realized gain (loss) on
in-kind redemptions		9,762,524			5,900,516			5,652,820			(329,147	)		2,257,580			884,718
Total net realized gain (loss)		7,447,148			7,661,493			5,526,394			(964,070	)		(211,384	)		(671,187	)
Net change in unrealized
appreciation (depreciation)
on investments		(9,224,638	)		(13,900,467	)		(13,168,974	)		(270,013	)		(11,591,153	)		(307,826	)
Net realized and unrealized
gain (loss) on investments		(1,777,490	)		(6,238,974	)		(7,642,580	)		(1,234,083	)		(11,802,537	)		(979,013	)
Net Increase (Decrease) in
Net Assets Resulting
From Operations	$	1,071,810		$	(5,247,096	)	$	(6,948,020	)	$	(1,148,963	)	$	(10,534,211	)	$	(867,412	)

The accompanying notes are an integral part of these financial statements.

Statements of Changes in Net Assets


		RevenueShares						RevenueShares						RevenueShares
		Large Cap Fund						Mid Cap Fund						Small Cap Fund
		Year Ended			Year Ended			Year Ended			Year Ended			Year Ended				Year Ended
		June 30,			June 30,			June 30,			June 30,			June 30,				June 30,
		2012			2011			2012			2011			2012				2011
OPERATIONS:
Net investment income	$	2,849,300		$	3,158,543		$	991,878		$	800,643		$	694,560			$	537,272
Net realized gain (loss)
on investments		7,447,148			7,035,281			7,661,493			9,122,464			5,526,394				13,656,528
Net change in unrealized
appreciation (depreciation)
on investments		(9,224,638	)		35,293,707			(13,900,467	)		29,195,993			(13,168,974	)			21,053,552
Net increase (decrease)
in net assets resulting
from operations		1,071,810			45,487,531			(5,247,096	)		39,119,100			(6,948,020	)			35,247,352
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(2,947,099	)		(2,871,609	)		(955,245	)		(762,231	)		(525,064	)			(543,364	)
Realized gains		—			—			(3,004,099	)		—			—				—
Total distributions
to shareholders		(2,947,099	)		(2,871,609	)		(3,959,344	)		(762,231	)		(525,064	)			(543,364	)
SHAREHOLDER TRANSACTIONS:
Proceeds from shares sold		4,872,841			48,640,531			15,756,545			30,030,204			19,561,410				27,782,757
Cost of shares redeemed		(48,014,378	)		(28,676,563	)		(28,227,159	)		(24,422,486	)		(33,504,188	)			(40,788,847	)
Net increase (decrease) in
net assets resulting from
shareholder transactions		(43,141,537	)		19,963,968			(12,470,614	)		5,607,718			(13,942,778	)			(13,006,090	)
Increase (Decrease) in
net assets		(45,016,826	)		62,579,890			(21,677,054	)		43,964,587			(21,415,862	)			21,697,898
NET ASSETS:
Beginning of year		201,300,576			138,720,686			144,234,513			100,269,926			131,016,868			109,318,970
End of year	$	156,283,750		$	201,300,576		$	122,557,459		$	144,234,513		$	109,601,006		$	131,016,868
Undistributed net investment
income (loss) included in
net assets at end of year	$	688,718		$	786,517		$	—		$	188,715		$	249,977			$	80,481
CHANGES IN SHARES
OUTSTANDING:
Shares outstanding,
beginning of year		8,051,400			7,151,400			4,551,400			4,351,400			3,801,400				4,301,400
Shares sold		200,000			2,150,000			550,000			1,050,000			550,000				850,000
Shares redeemed		(2,050,000	)		(1,250,000	)		(1,000,000	)		(850,000	)		(1,100,000	)			(1,350,000	)
Shares outstanding,
end of year		6,201,400			8,051,400			4,101,400			4,551,400			3,251,400				3,801,400

The accompanying notes are an integral part of these financial statements.

Statements of Changes in Net Assets — concluded


		RevenueShares												RevenueShares
		Financials Sector Fund						RevenueShares ADR Fund						Navellier Overall A-100 Fund
		Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
		June 30,			June 30,			June 30,			June 30,			June 30,			June 30,
		2012			2011			2012			2011			2012			2011
OPERATIONS:
Net investment income	$	85,120		$	321,350		$	1,268,326		$	1,552,721		$	111,601		$	103,630
Net realized gain (loss)
on investments		(964,070	)		1,121,942			(211,384	)		946,612			(671,187	)		2,925,409
Net change in unrealized
appreciation (depreciation)
on investments		(270,013	)		18,835			(11,591,153	)		12,828,518			(307,826	)		515,010
Net increase (decrease) in
net assets resulting
from operations		(1,148,963	)		1,462,127			(10,534,211	)		15,327,851			(867,412	)		3,544,049
DISTRIBUTIONS TO
SHAREHOLDERS FROM:
Net investment income		(98,921	)		(309,165	)		(1,906,146	)		(1,346,857	)		(101,716	)		(111,815	)
Realized gains		—			—			(280,536	)		—			(110,327	)		—
Total distributions to
shareholders		(98,921	)		(309,165	)		(2,186,682	)		(1,346,857	)		(212,043	)		(111,815	)
SHAREHOLDER TRANSACTIONS:
Proceeds from shares sold		1,326,786			3,124,104			—			15,646,588			5,602,571			7,050,083
Cost of shares redeemed		(2,291,797	)		(16,968,366	)		(22,408,571	)		(5,552,019	)		(7,433,585	)		(10,374,496	)
Net increase (decrease) in
net assets resulting from
shareholder transactions		(965,011	)		(13,844,262	)		(22,408,571	)		10,094,569			(1,831,014	)		(3,324,413	)
Increase (Decrease) in
net assets		(2,212,895	)		(12,691,300	)		(35,129,464	)		24,075,563			(2,910,469	)		107,821
NET ASSETS:
Beginning of year		11,880,227			24,571,527			71,716,497			47,640,934			10,495,928			10,388,107
End of year	$	9,667,332		$	11,880,227		$	36,587,033		$	71,716,497		$	7,585,459		$	10,495,928
Undistributed net investment
income (loss) included in
net assets at end of year	$	13,975		$	27,776		$	142,122		$	773,393		$	12,737		$	2,854
CHANGES IN SHARES
OUTSTANDING:
Shares outstanding,
beginning of year		400,000			900,000			1,800,000			1,550,000			250,000			350,000
Shares sold		50,000			100,000			—			400,000			150,000			200,000
Shares redeemed		(100,000	)		(600,000	)		(650,000	)		(150,000	)		(200,000	)		(300,000	)
Shares outstanding,
end of year		350,000			400,000			1,150,000			1,800,000			200,000			250,000

The accompanying notes are an integral part of these financial statements.

Financial Highlights

RevenueShares Large Cap Fund

For a share outstanding throughout each period presented.


															For the Period
					Year Ended June 30,										February 22, 2008¹
															Through
		2012			2011				2010			2009²			June 30, 2008²
Per Share Operating Performance:
Net asset value, beginning of period	$	25.00		$	19.40			$	16.63		$	22.87		$	25.00
Net investment income³		0.41			0.39				0.29			0.33			0.15
Net realized and unrealized gain (loss)
on investments		0.21	⁷		5.57				2.74			(6.34	)		(2.23	)
Total gain (loss) from investment operations		0.62			5.96				3.03			(6.01	)		(2.08	)
Less Distributions from:
Net investment income		(0.42	)		(0.36	)			(0.26	)		(0.23	)		(0.05	)
Net asset value, end of period	$	25.20		$	25.00			$	19.40		$	16.63		$	22.87
Total Return at Net Asset Value⁴		2.59	%		30.97	%			18.21	%		(26.27	)%		(8.31	)%
Total Return at Market Value⁴		2.57	%		30.94	%			17.99	%		(26.52	)%		(8.19	)%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	156,284		$	201,301		$	138,721			$	53,233		$	32,048
Ratio to average net assets of:
Expenses, net of expense waivers
and reimbursements		0.49	%		0.49	%			0.49	%		0.49	%		0.49	%⁵
Expenses, prior to expense waivers
and reimbursements		0.75	%		0.73	%			0.85	%		1.89	%		2.32	%⁵
Net investment income, net of waivers
and reimbursements		1.72	%		1.68	%			1.44	%		2.05	%		1.87	%⁵
Portfolio turnover rate⁶		29.05	%		12.73	%			6.72	%		23.67	%		0.88	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

Net asset value 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 at net asset value. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends, and distributions at market value during the period, and sale at the market value on the last day of the period. Market value is determined by trading that occurs on the NYSE Arca, and may be greater or less than net asset value, depending on the 4 p.m. mean of the bid and offer prices for a share of the Fund. 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 Adviser. Prior to June 30, 2010, the total return at market value reported in these Financial Highlights was calculated based on the Fund’s closing price on the NYSE Arca.

⁵

Annualized for periods less than one year.

⁶

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.

⁷

The amount of net gain from securities (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Operations due to the timing of purchases and redemptions of Fund shares during the year.

The accompanying notes are an integral part of these financial statements.

Financial Highlights — continued

RevenueShares Mid Cap Fund

For a share outstanding throughout each period presented.


															For the Period
					Year Ended June 30,										February 22, 2008¹
															Through
		2012			2011				2010			2009²			June 30, 2008²
Per Share Operating Performance:
Net asset value, beginning of period	$	31.69		$	23.04			$	18.84		$	24.17		$	25.00
Net investment income³		0.23			0.18				0.17			0.18			0.08
Net realized and unrealized gain (loss)
on investments		(1.15	)		8.64				4.18			(5.36	)		(0.84	)
Total gain (loss) from investment operations		(0.92	)		8.82				4.35			(5.18	)		(0.76	)
Less Distributions from:
Net investment income		(0.22	)		(0.17	)			(0.15	)		(0.15	)		(0.07	)
Realized gains		(0.67	)		—				—			—			—
Total distributions		(0.89	)		(0.17	)			(0.15	)		(0.15	)		(0.07	)
Net asset value, end of period	$	29.88		$	31.69			$	23.04		$	18.84		$	24.17
Total Return at Net Asset Value⁴		(2.72	)%		38.40	%			23.07	%		(21.39	)%		(3.02	)%
Total Return at Market Value⁴		(2.80	)%		38.42	%			22.86	%		(21.71	)%		(2.44	)%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	122,557		$	144,235		$	100,270			$	30,166		$	4,869
Ratio to average net assets of:
Expenses, net of expense waivers
and reimbursements		0.54	%		0.54	%			0.54	%		0.54	%		0.54	%⁵
Expenses, prior to expense waivers
and reimbursements		0.82	%		0.81	%			0.89	%		2.02	%		4.93	%⁵
Net investment income, net of waivers
and reimbursements		0.77	%		0.61	%			0.71	%		1.12	%		0.89	%⁵
Portfolio turnover rate⁶		55.02	%		38.03	%			14.51	%		35.25	%		1.07	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

⁵

Annualized for periods less than one year.

⁶

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.

The accompanying notes are an integral part of these financial statements.

Financial Highlights — continued

RevenueShares Small Cap Fund

For a share outstanding throughout each period presented.


															For the Period
					Year Ended June 30,										February 22, 2008¹
															Through
		2012			2011				2010			2009²			June 30, 2008²
Per Share Operating Performance:
Net asset value, beginning of period	$	34.47		$	25.41			$	20.04		$	23.35		$	25.00
Net investment income³		0.20			0.14				0.07			0.11			0.08
Net realized and unrealized gain (loss)
on investments		(0.81	)		9.06				5.35			(3.32	)		(1.67	)
Total gain (loss) from investment operations		(0.61	)		9.20				5.42			(3.21	)		(1.59	)
Less Distributions from:
Net investment income		(0.15	)		(0.14	)			(0.05	)		(0.10	)		(0.06	)
Net asset value, end of period	$	33.71		$	34.47			$	25.41		$	20.04		$	23.35
Total Return at Net Asset Value⁴		(1.75	)%		36.26	%			27.07	%		(13.67	)%		(6.36	)%
Total Return at Market Value⁴		(1.67	)%		36.10	%			26.88	%		(13.67	)%		(6.10	)%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	109,601		$	131,017		$	109,319			$	32,099		$	4,702
Ratio to average net assets of:
Expenses, net of expense waivers
and reimbursements		0.54	%		0.54	%			0.54	%		0.54	%		0.54	%⁵
Expenses, prior to expense waivers
and reimbursements		0.84	%		0.83	%			0.89	%		2.20	%		5.03	%⁵
Net investment income, net of waivers
and reimbursements		0.61	%		0.44	%			0.25	%		0.62	%		0.85	%⁵
Portfolio turnover rate⁶		47.80	%		33.72	%			16.33	%		32.38	%		6.44	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

⁵

Annualized for periods less than one year.

⁶

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.

The accompanying notes are an integral part of these financial statements.

Financial Highlights — continued

RevenueShares Financials Sector Fund

For a share outstanding throughout each period presented.


											For the Period
		Year Ended June 30,									November 10, 2008¹
											Through
		2012			2011			2010			June 30, 2009
Per Share Operating Performance:
Net asset value, beginning of period	$	29.70		$	27.30		$	22.36		$	25.00
Net investment income³		0.26			0.46			0.15			0.19
Net realized and unrealized gain (loss) on investments		(2.05	)		2.41			4.96			(2.69	)
Total gain (loss) from investment operations		(1.79	)		2.87			5.11			(2.50	)
Less Distributions from:
Net investment income		(0.29	)		(0.47	)		(0.17	)		(0.14	)
Net asset value, end of period	$	27.62		$	29.70		$	27.30		$	22.36
Total Return at Net Asset Value⁴		(5.95	)%		10.40	%		22.87	%		(9.87	)%
Total Return at Market Value⁴		(5.93	)%		10.29	%		23.00	%		(10.03	)%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	9,667		$	11,880		$	24,572		$	5,590
Ratio to average net assets of:
Expenses, net of expense waivers and reimbursements		0.49	%		0.49	%		0.49	%		0.49	%⁵
Expenses, prior to expense waivers and reimbursements		1.29	%		1.03	%		1.11	%		3.14	%⁵
Net investment income, net of waivers and reimbursements		0.98	%		1.52	%		0.51	%		1.60	%⁵
Portfolio turnover rate⁶		26.17	%		15.99	%		1.76	%		19.26	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

⁵

Annualized for periods less than one year.

⁶

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.

The accompanying notes are an integral part of these financial statements.

Financial Highlights — continued

RevenueShares ADR Fund

For a share outstanding throughout each period presented.


											For the Period
		Year Ended June 30,									November 18, 2008¹
											Through
		2012			2011			2010			June 30, 2009
Per Share Operating Performance:
Net asset value, beginning of period	$	39.84		$	30.74		$	30.09		$	25.00
Net investment income³		1.00			0.96			1.07			0.58
Net realized and unrealized gain (loss) on investments		(7.47	)		9.01			0.40			4.68
Total gain (loss) from investment operations		(6.47	)		9.97			1.47			5.26
Less Distributions from:
Net investment income		(1.33	)		(0.87	)		(0.68	)		(0.17	)
Realized gains		(0.23	)		—			(0.14	)		—
Total distributions		(1.56	)		(0.87	)		(0.82	)		(0.17	)
Net asset value, end of period	$	31.81		$	39.84		$	30.74		$	30.09
Total Return at Net Asset Value⁴		(16.30	)%		32.89	%		4.64	%		21.15	%
Total Return at Market Value⁴		(16.32	)%		32.90	%		4.55	%		21.18	%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	36,587		$	71,716		$	47,641		$	7,522
Ratio to average net assets of:
Expenses, net of expense waivers and reimbursements		0.49	%		0.49	%		0.49	%		0.49	%⁵
Expenses, prior to expense waivers and reimbursements		1.05	%		0.99	%		1.08	%		3.52	%⁵
Net investment income, net of waivers and reimbursements		2.97	%		2.55	%		3.06	%		3.79	%⁵
Portfolio turnover rate⁶		35.04	%		37.11	%		45.80	%		82.02	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

⁵

Annualized for periods less than one year.

⁶

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.

The accompanying notes are an integral part of these financial statements.

Financial Highlights — concluded

RevenueShares Navellier Overall A-100 Fund

For a share outstanding throughout each period presented.


											For the Period
		Year Ended June 30,									January 21, 2009¹
											Through
		2012			2011			2010			June 30, 2009
Per Share Operating Performance:
Net asset value, beginning of period	$	41.98		$	29.68		$	27.52		$	25.00
Net investment income³		0.44			0.39			0.10			0.09
Net realized and unrealized gain (loss) on investments		(3.67	)		12.32			2.61			2.52
Total gain (loss) from investment operations		(3.23	)		12.71			2.71			2.61
Less Distributions from:
Net investment income		(0.38	)		(0.41	)		(0.07	)		(0.09	)
Realized gains		(0.44	)		—			(0.48	)		—
Total distributions		(0.82	)		(0.41	)		(0.55	)		(0.09	)
Net asset value, end of period	$	37.93		$	41.98		$	29.68		$	27.52
Total Return at Net Asset Value⁴		(7.61	)%		43.05	%		9.70	%		10.48	%
Total Return at Market Value⁴		(7.93	)%		43.22	%		9.81	%		10.69	%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted)	$	7,585		$	10,496		$	10,388		$	5,504
Ratio to average net assets of:
Expenses, net of expense waivers and reimbursements		0.60	%		0.60	%		0.60	%		0.60	%⁵
Expenses, prior to expense waivers and reimbursements		1.42	%		1.60	%		1.40	%		3.72	%⁵
Net investment income, net of waivers and reimbursements		1.18	%		1.06	%		0.32	%		0.81	%⁵
Portfolio turnover rate⁶		154.06	%		190.44	%		182.12	%		32.48	%

Commencement of operations.

On November 6, 2008, there was a 2 for 1 stock split. Historical per share amounts have been adjusted to reflect the 2 for 1 split on a retroactive basis.

Based on average daily shares outstanding.

⁴

⁵

Annualized for periods less than one year.

⁶

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.

The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements

1. Organization

The RevenueShares ETF Trust (the “Trust”) was organized as a Delaware statutory trust on December 15, 2006 and has authorized capital of unlimited shares. The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the “Act”), which is currently comprised of six active funds (collectively, the “Funds” and each individually a “Fund”). The RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund are diversified funds under the Act, the RevenueShares Financials Sector Fund, RevenueShares ADR Fund and RevenueShares Navellier Overall A-100 Fund are not diversified. Operations commenced on February 22, 2008 for the RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund and RevenueShares Small Cap Fund, November 10, 2008 for the RevenueShares Financials Sector Fund, November 18, 2008 for the RevenueShares ADR Fund and January 21, 2009 for the RevenueShares Navellier Overall A-100 Fund.

The objective of the Funds (RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund, RevenueShares Financials Sector Fund, RevenueShares ADR Fund, and RevenueShares Navellier Overall A-100 Fund) is to outperform the total return performance of the Funds’ corresponding benchmarks (Standard & Poor’s (“S&P”) 500 Index, S&P MidCap 400 Index, S&P SmallCap 600 Index, S&P 500 Financials Index, S&P ADR Index, and the Navellier Overall A-100 Index, respectively).

2. Significant Accounting Policies

These financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amount of increase and decrease in net assets from operations during the fiscal period. Actual amounts could differ from these estimates. The following summarizes the significant accounting policies of the Funds:

Investment Valuation — Security 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 and in accordance with procedures adopted by the Trust’s Board of Trustees (the “Board”).

The Net Asset Value (“NAV”) per share of each Fund is computed by dividing the value of the net assets of each Fund by the total number of outstanding shares of that Fund, rounded to the nearest cent. The Bank of New York Mellon Corp. calculates each Fund’s NAV at 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.

Investment Transactions — Investment transactions are accounted for on the trade date for financial reporting purposes. Realized gains and losses on sales of investment securities are calculated using the identified cost method.

Distributions to Shareholders — Each Fund shareholder is entitled to their share of a Fund’s income and net realized gains on investments. Each Fund pays out substantially all of its net earnings to its shareholders as “distributions.” Income dividends, if any, are generally distributed to shareholders quarterly. Net capital gains are distributed at least annually.

Investment Income — Dividend income is recorded on the ex-dividend date or, in the case of foreign securities, as soon as the information is available after the ex-dividend date. Interest income is accrued daily. The value of additional securities received as dividend payments is recorded as income and as an increase to the cost basis of such securities.

Securities Lending — Each Fund may lend portfolio securities to certain creditworthy borrowers, including the Funds’ securities lending agent. It is the Funds’ policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral in the form of cash and /or high grade debt obligations, equivalent to at least 100% of the market value of securities loaned, is maintained at all times. The collateral can be invested in certain money market mutual funds which also have exposure to the fluctuations of the market. Each Fund receives compensation for lending its securities from interest or dividends earned on the cash or U.S. government securities held as collateral, net of fee rebates paid to the borrower plus reasonable administrative and custody fees. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. The borrower pays to the Funds an amount equal to any dividends or interest received on loaned securities. Lending portfolio securities could result in a loss or delay in recovering the Fund’s securities if the borrower defaults.

Notes to Financial Statements — continued

The securities lending income earned by the Funds is disclosed on the Statements of Operations. The value of loaned securities and related collateral outstanding at June 30, 2012 are shown in the Schedules of Investments and Statements of Assets and Liabilities. Therefore the value of the collateral held may be temporarily less than that required under the lending contract. As of June 30, 2012, the collateral consisted of an institutional money market fund.

Expenses — Expenses of the Trust which are directly identifiable to a specific Fund, are applied to that Fund. Expenses which are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

3. Advisory Fees, Servicing Fees and Other Fees and Expenses

VTL Associates, LLC (the “Adviser”) has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Board. For the services it provides to the Funds, the Adviser receives an advisory fee.

The RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund, RevenueShares Financials Sector Fund, RevenueShares ADR Fund and RevenueShares Navellier Overall A-100 Fund pay the Adviser an annualized fee of 0.45%, 0.50%, 0.50%, 0.45%, 0.60% and 0.60% respectively, based upon each Fund’s daily net assets.

The Trust and the Adviser have entered into a written fee waiver and expense reimbursement agreement pursuant to which the Adviser has agreed to waive a portion of its fees and/or reimburse expenses to the extent necessary to keep the net annual fund operating expenses for the RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund, RevenueShares Financials Sector Fund, RevenueShares ADR Fund, and RevenueShares Navellier Overall A-100 Fund from exceeding 0.49%, 0.54%, 0.54%, 0.49%, 0.49% and 0.60%, respectively, based upon each Fund’s daily net assets. Amounts waived and/or reimbursed pursuant to this agreement are not subject to subsequent recapture by the Adviser. This agreement will remain in effect and will be contractually binding until October 31, 2012, after which it may be terminated or revised.

For the year ended June 30, 2012, the Adviser waived and reimbursed the following fees:

		Fees Waived
		and
Fund		Reimbursed
RevenueShares Large Cap Fund		$423,713
RevenueShares Mid Cap Fund		364,402
RevenueShares Small Cap Fund		344,218
RevenueShares Financials Sector Fund		69,229
RevenueShares ADR Fund		241,299
RevenueShares Navellier Overall A-100 Fund		77,284

Pursuant to a Sub-Advisory Agreement between the Adviser and Index Management Solutions, LLC (the “Sub-Adviser”), an affiliate of the Adviser, the Sub-Adviser will be responsible for the day-to-day management of the Funds, subject to the supervision of the Adviser and the Board. In this regard, the Sub-Adviser will be responsible for implementing the investment strategy for each Fund with regard to its underlying index and for general administration, compliance and management services as may be agreed between the Adviser and Sub-Adviser from time to time. Out of the advisory fee, the Adviser pays all fees and expenses of the Sub-Adviser.

The Bank of New York Mellon Corp. serves as the administrator, custodian, fund accountant and transfer agent for each Fund.

Distribution — Foreside Fund Services, LLC serves as the Funds’ distributor (the “Distributor”). The Trust has adopted a distribution and services plan (“12b-1”) pursuant to rule 12b-1 under the 1940 Act. Each Fund is authorized to pay an amount up to a maximum annual rate of 0.25% of its average daily net assets for distribution related activities. No 12b-1 fees are currently paid by the Funds, and there are currently no plans to impose these fees.

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, provided a Principal Financial Officer to the Funds for the period ended February 28, 2012.

Notes to Financial Statements — continued

Neither the Distributor, FCS, FMS nor any of their officers or employees who serve as an officer of the Funds, has any role in determining the investment policies of, or which securities are to be purchased or sold by, the Trust or its Funds. Certain officers or employees of FCS and FMS are also officers of the Trust. FCS and FMS have agreed to waive 10% of their fees when aggregate net assets of the Trust are under $300,000,000 or until December 31, 2010. For the year ended June 30, 2012, FCS and FMS were not required to waive fees pursuant to this agreement.

Licensing Fee Agreements — The Adviser has entered into a licensing agreement for each Fund with RevenueShares Investor Services. The trademarks are owned by the Licensor. These trademarks have been licensed to the Adviser for use with the Funds. The Funds are not sponsored, endorsed, sold or promoted by the Licensor and the Licensor makes no representation regarding the advisability of investing in any of the Funds.

4. Creation and Redemption Transactions

As of June 30, 2012, there were an unlimited number of shares of beneficial interest without par value authorized by the Trust. Retail investors may only purchase and sell Fund shares at market prices on a national securities exchange through a broker-dealer. Such transactions may be subject to customary commission rates imposed by the broker-dealer, and market prices for a Fund’s shares may be at, above or below its NAV depending on the premium or discount at which the Fund’s shares trade.

Each Fund issues and redeems shares at NAV, only in large blocks typically consisting of 50,000 shares or more (“Creation Units”). Except when aggregated in Creation Units, shares of each Fund are not redeemable. Transactions in shares for each Fund are disclosed in detail in the Statements of Changes in Net Assets. The consideration for the purchase of Creation Units of a Fund generally consists of the in-kind contribution of a designated basket of equity securities constituting a portfolio sampling representation of the securities included in the relevant Fund’s underlying index and an amount of cash. Investors purchasing and redeeming Creation Units may be charged a transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units.

5. Fair Value Measurement

The authoritative guidance for fair value measurements and disclosures, Accounting Standards Codification™ Topic 820, establishes an authoritative framework for the measurement of fair value, and enhances disclosures about fair value measurements. Furthermore, Topic 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. The Funds utilized various inputs in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels as follows:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, the intrinsic value of securities such as rights, warrants or options, etc.)

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following summarizes inputs used as of June 30, 2012 in valuing the Funds’ assets carried at fair value:


				Other
	Quoted Prices in Active Markets (Level 1)			Significant	Significant
			Money	Observable	Unobservable
		Preferred	Market	Inputs	Inputs
Fund	Common Stock	Stock	Funds	(Level 2)	(Level 3)	Total
RevenueShares Large Cap Fund	$156,205,751	$ —	$4,432,320	$ —	$ —	$160,638,071
RevenueShares Mid Cap Fund	123,179,948	—	5,937,980	—	—	129,117,928
RevenueShares Small Cap Fund	109,562,281	—	4,526,261	—	—	114,088,542
RevenueShares Financials
Sector Fund	9,662,035	—	425	—	—	9,662,460
RevenueShares ADR Fund	35,988,581	444,549	913,653	—	—	37,346,783
RevenueShares Navellier
Overall A-100 Fund	7,605,914	—	232,353	—	—	7,838,267

Notes to Financial Statements — continued

At June 30, 2012, the Funds did not hold any Level 2 or Level 3 securities. Please refer to each Fund’s Schedule of Investments to view equity securities segregated by industry type.

The Funds’ policy is to disclose transfers between Levels based on valuations at the beginning of the reporting period. At June 30, 2012, there were no transfers between Level 1, 2, or 3, based on the valuation input Levels assigned to securities on June 30, 2011.

6. Investment Transactions

The cost of purchases and the proceeds from sales of investment securities (excluding in-kind purchases and redemptions and short-term investments) for the year ended June 30, 2012 were as follows:


Fund	Purchases	Sales
RevenueShares Large Cap Fund	$50,094,087	$48,672,434
RevenueShares Mid Cap Fund	71,838,593	74,034,899
RevenueShares Small Cap Fund	56,355,715	55,269,147
RevenueShares Financials Sector Fund	2,336,161	2,337,164
RevenueShares ADR Fund	15,457,217	15,464,937
RevenueShares Navellier Overall A-100 Fund	14,654,551	14,757,992

For the year ended June 30, 2012, the cost of in-kind purchases and the proceeds from in-kind redemptions were as follows:


Fund	Purchases	Sales
RevenueShares Large Cap Fund	$ 4,858,717	$47,892,240
RevenueShares Mid Cap Fund	15,756,099	28,203,845
RevenueShares Small Cap Fund	18,037,712	32,559,492
RevenueShares Financials Sector Fund	1,323,784	2,290,066
RevenueShares ADR Fund	—	22,420,967
RevenueShares Navellier Overall A-100 Fund	5,593,832	7,429,614

Gains and losses on in-kind redemptions are not recognized at the Fund level for tax purposes.

7. Trustee’s Fees

The Trust compensates each Trustee who is not an officer or employee of the Adviser. No Trustee of the Trust who is also an officer or employee of the Adviser receives any compensation from the Trust for services to the Trust.

8. Federal Income Tax

The Funds intend to continue to qualify as “regulated investment companies” under Subchapter M of the Internal Revenue Code of 1986 as amended (the “Internal Revenue Code”). If so qualified, the Funds will not be subject to Federal income tax to the extent they distribute substantially all of their net investment income and capital gains to shareholders.

At June 30, 2012, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:


					Net
		Gross	Gross		Unrealized
		Unrealized	Unrealized		Appreciation
Fund	Cost	Appreciation	(Depreciation)		(Depreciation)
RevenueShares Large Cap Fund	$144,493,820	$25,896,700	$(9,752,449	)	$16,144,251
RevenueShares Mid Cap Fund	116,222,861	19,664,461	(6,769,394	)	12,895,067
RevenueShares Small Cap Fund	106,921,294	15,363,633	(8,196,385	)	7,167,248
RevenueShares Financials Sector Fund	11,417,186	364,302	(2,119,028	)	(1,754,726	)
RevenueShares ADR Fund	43,162,380	1,730,220	(7,545,817	)	(5,815,597	)
RevenueShares Navellier Overall A-100 Fund	7,212,900	734,635	(109,268	)	625,367

Notes to Financial Statements — continued

The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales and mark to market of unrealized gains on passive foreign investment companies. At June 30, 2012, the components of accumulated earnings/loss on a tax-basis were as follows:


		Accumulated				Total
	Undistributed	Undistributed		Net Unrealized		Accumulated
	Ordinary	Capital and		Appreciation		Earnings/
Fund	Income	Other Losses		(Depreciation)		(Losses)
RevenueShares Large Cap Fund	$688,718	$(2,765,191	)	$16,144,251		$14,067,778
RevenueShares Mid Cap Fund	—	460,723		12,895,067		13,355,790
RevenueShares Small Cap Fund	249,977	72,083		7,167,248		7,489,308
RevenueShares Financials Sector Fund	13,975	(890,188	)	(1,754,726	)	(2,630,939	)
RevenueShares ADR Fund	147,561	(1,922,840	)	(5,815,597	)	(7,590,876	)
RevenueShares Navellier Overall A-100 Fund	12,737	(1,531,390	)	625,367		(893,286	)

The tax character of distributions paid during the year ended June 30, 2012 and 2011 were as follows:


	2012		2011
		Distributions		Distributions
	Distributions	Paid From	Distributions	Paid From
	Paid From	Long-Term	Paid From	Long-Term
Fund	Ordinary Income	Capital Gain	Ordinary Income	Capital Gain
RevenueShares Large Cap Fund	$2,947,099	$ —	$2,871,609	$ —
RevenueShares Mid Cap Fund	1,623,906	2,335,438	762,231	—
RevenueShares Small Cap Fund	525,064	—	543,364	—
RevenueShares Financials Sector Fund	98,921	—	309,165	—
RevenueShares ADR Fund	1,975,494	211,188	1,346,857	—
RevenueShares Navellier Overall A-100 Fund	144,914	67,129	111,815	—

At June 30, 2012, for Federal income tax purposes, the following Funds have capital loss carryforwards available to offset future capital gains through the years indicated. To the extent that these loss carryforwards are utilized, capital gains so offset will not be distributed to shareholders.


	Capital Loss	Capital Loss	Capital Loss
	Available	Available	Available	Short-Term	Long-Term
	Through	Through	Through	Post-Effective	Post-Effective
Fund	2017	2018	2019	No Expiration	No Expiration	Total
RevenueShares Large Cap Fund	$ —	$711,580	$ —	$ —	$ —	$ 711,580
RevenueShares Financial Sector Fund	52,317	21,626	78,535	121,295	169,285	443,058
Revenueshares ADR Fund	—	—	—	169,705	87,800	257,505
RevenueShares Navellier Overall A-100 Fund	—	—	—	1,199,701	—	1,199,701

The Funds utilized capital loss carryforwards as follows to offset taxable capital gains realized during the year ended June 30, 2012 as follows:


		Capital Loss
		Carryforward
Fund		Utilized
RevenueShares Large Cap Fund		$2,697

Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may have an increased likelihood to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Notes to Financial Statements — continued

Post-October losses represent losses realized on investment transactions from November 1, 2011 through June 30, 2012, that, in accordance with Federal income tax regulations, the Funds have elected to defer and treat as having arisen in the following fiscal year. During the year ended June 30, 2012, the Funds incurred and will elect to defer net capital losses as follows:


		Post-October
Fund		Capital Losses
RevenueShares Large Cap Fund		$2,053,611
RevenueShares Financial Sector Fund		447,130
RevenueShares ADR Fund		1,665,335
RevenueShares Navellier Overall A-100 Fund		331,689

For financial reporting purposes, capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Reclassifications are primarily due to tax treatment of redemptions in kind. Results of operations and net assets were not affected by these reclassifications. At June 30, 2012, the effect of permanent book/tax reclassifications resulted in increases (decreases) to the components of net assets as follows:


			Accumulated
	Undistributed		Net Realized
	Net Investment		Gain/(Loss) on		Paid-in-
Fund	Income		Investments		Capital
RevenueShares Large Cap Fund	$ —		$(8,760,072	)	$8,760,072
RevenueShares Mid Cap Fund	(225,348	)	(5,350,203	)	5,575,551
RevenueShares Small Cap Fund	—		(5,307,626	)	5,307,626
RevenueShares Financials Sector Fund	—		354,101		(354,101	)
RevenueShares ADR Fund	6,549		(1,229,162	)	1,222,613
RevenueShares Navellier Overall A-100 Fund	(2	)	(863,813	)	863,815

Financial reporting rules prescribe a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Foreign taxes are provided for based on the Funds’ understanding of the tax rules and rates that exist in the foreign markets in which they invest. Taxes are accrued and applied to net investment income, net realized capital gains and net unrealized appreciation, as applicable, as the income is earned or capital gains are recorded. If applicable, the Funds will recognize expenses accrued related to unrecognized interest expense and penalties in “Other” expense on the Statements of Operations. Management has determined that there is no impact resulting from the application of this interpretation to the Funds’ financial statements.

Financial reporting rules require management of the Funds to analyze all open tax years, fiscal years 2008-2012, as defined by IRS statute of limitations, for all major jurisdictions, including Federal tax authorities and certain state tax authorities. As of and during the year ended June 30, 2012, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

9. Risks

Concentration Risk

The RevenueShares Financials Sector Fund and the RevenueShares ADR 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

Each of the RevenueShares Financials Sector, RevenueShares ADR and RevenueShares Navellier Overall A-100 Funds are 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 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.

Notes to Financial Statements — concluded

Financial Sector Risk

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

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

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.

10. Subsequent Events

On July 5, 2012, the Funds declared quarterly income dividends with an ex-date of July 6, 2012 and payable date of July 12, 2012. The income dividend per share for each Fund was as follows:


		Income
		Dividend
Fund		Per Share
RevenueShares Large Cap Fund		$0.11136
RevenueShares Mid Cap Fund		0.05537
RevenueShares Small Cap Fund		0.07733
RevenueShares Financials Sector Fund		0.04029
RevenueShares ADR Fund		0.12996
RevenueShares Navellier Overall A-100 Fund		0.06429

Management has evaluated events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were issued. Management has determined that, except as set forth above, there are no material events that would require disclosure in the Funds’ financial statements through this date.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of RevenueShares ETF Trust
and the Shareholders of the RevenueShares Large Cap Fund,
the RevenueShares Mid Cap Fund, the RevenueShares Small Cap Fund,
the RevenueShares Financials Sector Fund, the RevenueShares ADR Fund
and the RevenueShares Navellier Overall A-100 Fund

We have audited the accompanying statements of assets and liabilities of the RevenueShares Large Cap Fund, the RevenueShares Mid Cap Fund, the RevenueShares Small Cap Fund, the RevenueShares Financials Sector Fund, the RevenueShares ADR Fund, and the RevenueShares Navellier Overall A-100 Fund (the "Funds"), each a series of shares of the RevenueShares ETF Trust, including the schedules of investments, as of June 30, 2012, and the related statements of operations, the statements of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statement of changes in net assets for the year ended June 30, 2011 and the financial highlights for each year or period presented through the year ended June 30, 2011 have been audited by other auditors, whose report dated August 29, 2011, expressed an unqualified opinion on such financial statements and financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2012 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the RevenueShares Large Cap Fund, RevenueShares Mid Cap Fund, RevenueShares Small Cap Fund, RevenueShares Financials Sector Fund, RevenueShares ADR Fund, and RevenueShares Navellier Overall A-100 Fund as of June 30, 2012, and the results of their operations, the changes in their net assets and their financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.


	BBD, LLP

Philadelphia, Pennsylvania
August 24, 2012

Trustees and Officers of The Revenueshares ETF Trust

(Unaudited)

Independent Trustees

				Number of
				Portfolios in
	Position(s)	Term of Office¹		Fund Complex²	Other Directorships
Name and Year	Held with	and Length of	Principal Occupation(s)	Overseen by	Held by Trustee
of Birth	Trust	Time Served	During Past 5 Years	Trustee	During Past 5 Years
James C. McAuliffe Year of Birth: 1951	Trustee	Since 2006	Retired. Police Officer from 1971 to 2004.	14	Director, Officer Daniel Boyle Scholarship Fund, from 1992 to present.

Christian W. Myers, III Year of Birth: 1952	Trustee	Since 2006	Firefighter from 1976 to present.	14	None

John J. Kolodziej Year of Birth: 1956	Trustee	Since 2007	Controller, Diagnostic Imaging Inc., from August 2010 to 2012; Director of Finance, St. Francis Medical Center, from 2002 to 2009.	14	None

John A. Reilly Year of Birth: 1931	Trustee	Since 2010	Retired. Firefighter from 1956 to 1988.	14	Trustee, Philadelphia Board of Pensions, from 1976 to present; Member of the Executive Board of National Conference on Public Employee Retirement Systems (NCPERS), from 1990 to present.

Interested Trustees

Vincent T. Lowry³ Year of Birth: 1951	Chairman and Trustee; President	Since 2006	Chief Executive Officer and Chief Investment Officer, VTL, from 2004 to present; Managing Director, Smith Barney, Inc., from 1984 to 2004	14	None

Daniel J. Ledva⁴ Year of Birth: 1972	Trustee	Since September 2011	Senior Managing Director, Co-Founder and Principal, Kelson Group, from 2010 to present; Director, Marwood Group, from 2002 to 2010.	14	Trustee, Dr. Gene A. Carpenter Foundation, from 2008 to present.

Each Trustee holds office for an indefinite term.

The “Fund Complex” consists of the Trust, which consists of 14 Funds, only six of which are operating.

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.

Mr. Ledva is deemed to be an “interested person” of the Trust as defined in the 1940 Act because the Kelson Group and its affiliated broker-dealer, Kelson Capital LLC, are currently negotiating certain arrangements, including acting as a private placement agent, with VTL and/or the Trust.

The Funds’ Statement of Additional Information (“SAI”) has additional information about the Funds’ Trustees and Officers and is available without charge upon request. Contact your financial representative for a free prospectus or SAI.

Trustees And Officers of The RevenueShares ETF Trust

(Unaudited) — concluded

Officers


	Position(s)	Term of Office¹
Name, Address and	Held with	and Length of
Year of Birth	the Trust	Time Served	Principal Occupation(s) During Past 5 Years
Michael Gompers One Commerce 2005 Market Street Suite 2020 Philadelphia, PA 19103 Year of Birth: 1981	Treasurer	Since March 2012	Chief Operating Officer, VTL, from March 2007 to present; Chief Executive Officer and Chief Compliance Officer, IMS, from December 2009 to present; Analyst, VTL, from July 2005 – March 2007; Accountant, Gompers & Associates, PLLC from January 2005 – July 2005.

Patrick J. Keniston² Three Canal Plaza Suite 100 Portland, ME 04101 Year of Birth: 1964	Chief Compliance Officer	Since 2009	Director, Foreside Compliance Services, LLC, from October 2008 to present; Vice President, Citi Fund Services Ohio, Inc., from 2005 to 2008; Attorney, Citigroup Global Transaction Services, from 2001 to 2005.

Jennifer Folgia One Commerce Square 2005 Market Street Suite 2020 Philadelphia, PA 19103 Year of Birth: 1973	Secretary	Since 2006	Operations Manager, VTL, from 2004 to present; Sales Assistant, Smith Barney, Inc., from 1994 to 2004.

Officers of the Trust are elected by the Trustees and serve at the pleasure of the Board.

The Funds’ Chief Compliance Officer also serves as an officer of other unaffiliated mutual funds and ETFs for which Foreside Fund Services, LLC, the Distributor, or its affiliates act as distributor or service provider.

Supplemental Information

(Unaudited)

Change in Independent Registered Public Accounting Firm

On April 27, 2012, BBD, LLP was selected as the Trust’s independent registered public accounting firm for the 2012 fiscal year. The selection of BBD, LLP was recommended by the Trust’s Audit Committee, comprised of all non-interested Trustees, and was approved by the Board of Trustees. The reports of Ernst & Young, LLP, the predecessor independent registered public accounting firm, on the financial statements of the Funds for the fiscal years ended June 30, 2011 and June 30, 2010 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle. In addition, there were no disagreements between the Trust and Ernst & Young, LLP on accounting principles, financial statement disclosures or audit scope, which, if not resolved to the satisfaction of Ernst & Young, LLP, would have caused them to make reference to the disagreement in their reports on the financial statements for such years.

Proxy Voting Policies, Procedures and Record

A description of the Trust’s proxy voting policies and procedures that the Trust uses to determine how to vote proxies relating to portfolio securities, and each Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available, without charge upon request, by calling (877)738-8870. This information is also available on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Shareholder Reports and Quarterly Portfolio Disclosure

The RevenueShares ETF Trust files its complete schedule of portfolio holdings with the SEC for its first and third quarters on Form N-Q. Copies of the filings are available on the SEC’s website at http://www.sec.gov. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to the following email box address: <publicinfo@sec.gov>.

Premium/Discount Information

Information about the differences between the daily market price on the secondary market for the shares of a Fund and the Fund’s net asset value may be found on the Funds’ website at http://www.revenuesharesetfs.com.

Federal Tax Status of Dividends Declared during the Tax Year

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

For Federal income tax purposes, dividends and short-term capital gains are classified as ordinary income. The percentage of ordinary income distribution designated as qualifying for the corporate dividend received deduction (“DRD”), and the individual qualified dividend rate (“QDI”) is presented below:

	QDI		DRD
RevenueShares Large Cap Fund	100.00	%	100.00	%
RevenueShares Mid Cap Fund	92.98	%	92.74	%
RevenueShares Small Cap Fund	100.00	%	100.00	%
RevenueShares Financials Sector Fund	100.00	%	100.00	%
RevenueShares ADR Fund	91.89	%	2.85	%
RevenueShares Navellier Overall A-100 Fund	89.36	%	65.22	%

With respect to the taxable year ended June 30, 2012, the Funds hereby designate as capital gain dividends the amounts listed below, or, if subsequently determined to be different, the net capital gain of such year:

			RevenueShares
	RevenueShares	RevenueShares	Navellier
	Mid Cap Fund	ADR Fund	Overall A-100 Fund
From long-term capital gains, subject to
the 15% rate gains category	$2,335,438	$211,188	$67,129

RevenueShares ADR Fund in accordance with Section 853 of the Internal Revenue Code intends to elect to pass through to its shareholders the credit for taxes paid in foreign countries during its fiscal year ended June 30, 2012. In accordance with the current tax laws, the foreign income and foreign tax as of June 30, 2012 is as follows:


	Foreign	Foreign
	Dividend	Taxes

Dollar Amount	$1,477,819	$175,917

Investment Adviser	Sub-Adviser

VTL Associates, LLC	Index Management Solutions, LLC
One Commerce Square	One Commerce Square
2005 Market Street, Suite 2020	2005 Market Street, Suite 2020
Philadelphia, Pennsylvania 19103	Philadelphia, Pennsylvania 19103


Distributor	Transfer Agent

Foreside Fund Services, LLC	The Bank of New York Mellon
Three Canal Plaza, Suite 100	101 Barclay Street
Portland, Maine 04101	New York, New York 10286
www.foreside.com

	Independent Registered Public Accounting Firm
Custodian
	BBD, LLP
The Bank of New York Mellon	1835 Market Street, 26th Floor
101 Barclay Street	Philadelphia, Pennsylvania 19103
New York, New York 10286


Legal Counsel

Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103

RevenueShares™ ETF Trust
One Commerce Square, 2005 Market Street, Suite 2020
Philadelphia, PA 19103

This report is submitted for the general information of the shareholders of each Fund.
It is not authorized for distribution to prospective investors unless preceded or accompanied
by an effective prospectus, which includes information regarding the Funds’ risks, objectives,
fees and expenses, experience of their management, and other information.

DISTRIBUTOR
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, ME 04101
www.foreside.com

a). The Registrant has adopted a code of ethics that applies to the Registrant’s Principal Executive Officer, Principal Financial Officer or persons performing similar functions.

d). During the period, Registrant granted no waivers from the provisions of its code of ethics that applies to the Registrant's Principal Executive Officer, Principal Financial Officer or persons performing similar functions.

a). The Registrant’s Board of Trustees has one audit committee financial expert serving on its audit committee, an “independent” Trustee, John J. Kolodziej. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

a). Audit Fees: the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the audit are as follows:

b). Audit-Related Fees: the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this item are as follows:

c). Tax Fees, the aggregate fees billed in each of the previous last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are as follows:

d). All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) and (c) of this Item are as follows:

(i) Per Rule 2-01(c)(7)(A), the Audit Committee pre-approves all of the Audit, Audit-Related, Tax and Other Fees of the Registrant.

(ii) 100% of services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(A) of Rule 2-01 of Regulation S-X.

(g) The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Funds, the Advisor or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Registrant (except for any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) that directly impacted the Funds for the last two fiscal years is as follows:

(a) The Fund has a designated Audit Committee in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and all independent Trustees are members of such committee.

(a) Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company & Affiliated Purchasers.

(a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached.

(b) Separate certifications for each Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17CFR 270.30a-(a)).

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /s/ Vincent T. Lowry

Vincent T. Lowry, Chief Executive Officer

Date: September 6, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: /s/ Vincent T. Lowry

Vincent T. Lowry, Chief Executive Officer

Date: September 6, 2012

By: /s/ Michael Gompers

Michael Gompers, Chief Financial Officer

Date: September 6, 2012