-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8eNseQX5JfXs9b/xBfHsAZDGM46qQtQf0tDLMAPo+WBh8teob+Jj+32qoCWdrrK JIAR62Zw3k7vMrXQgaBkbg== 0001122649-06-000021.txt : 20061207 0001122649-06-000021.hdr.sgml : 20061207 20061207170050 ACCESSION NUMBER: 0001122649-06-000021 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 EFFECTIVENESS DATE: 20061207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST CENTRAL INDEX KEY: 0001122649 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-10085 FILM NUMBER: 061263284 BUSINESS ADDRESS: STREET 1: 116 SOUTH FRANKLIN STREET STREET 2: PO BOX 69 CITY: ROCKY MOUNT STATE: NC ZIP: 27802-0069 BUSINESS PHONE: 2529729922 MAIL ADDRESS: STREET 1: 116 SOUTH FRANKLIN STREET STREET 2: PO BOX 69 CITY: ROCKY MOUNT STATE: NC ZIP: 27802-0069 0001122649 S000010500 The Hillman Advantage Equity Fund C000028968 No Load Shares HCMTX C000034732 Class A Shares HAEAX C000034733 Class B Shares HAEBX C000034734 Class C Shares HAECX 0001122649 S000010501 The Hillman Focused Advantage Fund C000028969 No Load Shares HCMAX C000034735 Class A Shares HCFAX C000034736 Class B Shares HCFBX C000034737 Class C Shares HCFCX N-CSR 1 ncsr0906.txt HILLMAN CAPITAL MGMT. INVESTMENT TRUST UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-10085 --------- Hillman Capital Management Investment Trust ------------------------------------------- (Exact name of registrant as specified in charter) 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Julian G. Winters 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 252-972-9922 ------------ Date of fiscal year end: September 30 ------------ Date of reporting period: September 30, 2006 ------------------ Item 1. REPORTS TO STOCKHOLDERS. Annual Report 2006 The Hillman Advantage Equity Fund (formerly known as The Hillman Total Return Fund) The Hillman Focused Advantage Fund September 30, 2006 No Load Shares Class A Shares Class B Shares Class C Shares HILLMAN CAPITAL MANAGEMENT This report and the financial statements contained herein are submitted for the general information of the shareholders of the Hillman Capital Management Funds ("Funds"). This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus. Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the Funds nor the Funds' distributor is a bank. Distributor: Capital Investment Group, Inc., 116 S. Franklin St., Rocky Mount, NC 27804, Phone 1-800-773-3863. - -------------------------------------------------------------------------------- Statements in this Annual Report that reflect projections or expectations of future financial or economic performance of the Hillman Capital Management Funds ("Funds") and of the market in general and statements of the Funds' plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted with such forward-looking statements, include, without limitation, general economic conditions such as inflation, recession and interest rates. Past performance is not a guarantee of future results. Investments in the Funds are subject to investment risks, including the possible loss of some or the entire principal amount invested. There can be no assurance that the Funds will be successful in meeting their investment objective. Investment in the Funds is also subject to the following risks: market risk, investment advisor risk, credit risk, interest rate risk, maturity risk, investment-grade securities risk, short sales risk, for the Focused Fund only: management style risk, non-diversified fund risk, and sector focus risk. More information about these risks and other risks can be found in the Funds' prospectus. The performance information quoted in this annual report represents past performance, which is not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data current to the most recent month-end by visiting www.nottinghamco.com. An investor should consider the investment objectives, risks, and charges and expenses of the Funds carefully before investing. The prospectus contains this and other information about the Funds. A copy of the prospectus is available at www.nottinghamco.com or by calling Shareholder Services at 1-800-773-3863. The prospectus should be read carefully before investing. - -------------------------------------------------------------------------------- Stated performance in the Funds was achieved at some or all points during the year by waiving or reimbursing part of the Funds' total expenses to ensure shareholders did not absorb expenses significantly greater than the industry norm. This Annual Report was first distributed to shareholders on or about November 29, 2006. For More Information on Your Hillman Capital Management Mutual Funds: See Our Web site @ www.hillmancapital.com or Call Our Shareholder Services Group Toll-Free at 1-800-773-3863 November 4, 2006 Dear Shareholder of The Hillman Funds: Our investment philosophy at Hillman Capital Management (HCM) is to purchase companies with a sustainable competitive advantage that are currently selling below their intrinsic value. We believe that this philosophy of buying attractively priced industry leaders will lead to strong performance over extended periods of time. We have benefited immensely in the past from this disciplined investment approach and our long-term view. An ephemeral view of the marketplace has seldom served investors well, as this often leads to "chasing" returns. As a bi-product of our methodology and long-term stance, we tend to stay fully invested - a benefit for equity investors these past few years. Hillman Advantage Equity Fund Enclosed please find the annual report for The Hillman Advantage Equity Fund (the "Equity Fund") for the fiscal year ended September 30, 2006. The Equity Fund returned 10.41% for the No Load Shares, 9.35% for the Class A Shares (3), 9.19% for the Class B Shares (3) and 9.19% for the Class C Shares (3), and the S&P 500 Total Return Index (the "S&P 500")(1) returned 10.79%(2), for the fiscal year ended September 30, 2006. Since inception of the Equity Fund on December 29, 2000 to September 30, 2006, the Equity Fund's No Load Shares have achieved a cumulative total return of 50.80%, versus 11.51%(2) for the S&P 500 for the same period. For the period from the date of initial public offering of the Equity Fund's Class A Shares, Class B Shares and Class C Shares on July 18, 2006 to September 30, 2006, the Class A Shares, Class B Shares and Class C Shares each achieved a cumulative total return of 9.35%, 9.19%, and 9.19%, respectively, versus 8.44% (2) for the S&P 500 for the same period. Hillman Focused Advantage Fund Enclosed please find the annual report for The Hillman Focused Advantage Fund (the "Focused Fund") for the fiscal year ended September 30, 2006. The Focused Fund returned 7.15% for the No Load Shares, 9.74% for the Class A Shares (3), 9.52% for the Class B Shares (3) and 9.52% for the Class C Shares (3), and the S&P 500(1) returned 10.79%(2), for the fiscal year ended September 30, 2006. Since inception of the Focused Fund on December 29, 2000 to September 30, 2006, the Focused Fund's No Load Shares have achieved a cumulative total return of 58.66%, versus 11.51%(2) for the S&P 500 for the same period. For the period from the date of initial public offering of the Focused Fund's Class A Shares, Class B Shares and Class C Shares on July 18, 2006 to September 30, 2006, the Class A Shares, Class B Shares and Class C Shares each achieved a cumulative total return of 9.74%, 9.52%, and 9.52%, respectively, versus 8.44%(2) for the S&P 500 for the same period. The equity markets in general reported a strong fiscal year in 2006, particularly in the fiscal fourth quarter (calendar third quarter) with near record highs for the anachronistic Dow Jones Industrial Average (Dow). At HCM, our discipline demands that we look beyond short-term fluctuations and think past market pundits to company specific competitiveness. The talking heads, and their interminable need to polarize markets, are touting the Dow's rise as either the beginning or demise of recent equity market strength. However, given the composition of the Dow, one conclusion that can be drawn from the record setting run of the Dow is a movement, albeit slow, into large cap stocks from ___________________________ ^1 The S&P 500 Total Return Index is the Standard & Poor's Composite Index of 500 stocks and is a widely recognized, unmanaged index of common stock prices. It is not possible to invest in this index. ^2 FT Interactive Data ^3 For the period from July 18, 2006 (Date of Initial Public Offering of the Class A Shares, Class B Shares and Class C Shares) to September 30, 2006. smaller and more speculative market segments. This "flight to quality" thesis is also buttressed by our corporate and economic outlooks. A pervasive theme in equity markets has been the strength of earnings and corporate balance sheets. A recent U.S. Department of Commerce report concludes that corporate profits as a share of U.S. GDP are at levels not seen since the sixties, approximately 10.3%. Corporate profit is a widely followed economic and financial indicator as corporate profits fuel further investment in both physical and human capital. Strong corporate balance sheets and high cash hordes are continually being put to use in the form of buybacks and dividends. In fact, Standard & Poor's reported that the second quarter of 2006 saw buybacks for the S&P 500 index reach $116 billion - a new quarterly record surpassing the $104 billion spent repurchasing shares in the fourth quarter of last year. We continue to see opportunity in the marketplace for future investments. We plan to continue to adhere to our strategy of investing in companies we believe to have competitive advantage in their industries at times when their securities are undervalued in our effort to help clients participate in market advances without unreasonable risk. By using this strategy, we hope the Hillman Funds will outperform the market over time. We urge our investors to act prudently. We believe the long-term value of an investment is not defined by temporary investor sentiment but by sound principals of finance, such as the present value of cash flows, dividends, or earnings an underlying asset can produce. We believe that our disciplined focus on quality companies with competitive advantage will continue to be a favorable investment strategy into the future. We appreciate the opportunity to serve as your Fund's Investment Adviser. Sincerely, /s/ Mark Hillman Investments in the Funds are subject to investment risks, including the possible loss of some or the entire principal amount invested. There can be no assurance that the Funds will be successful in meeting their investment objective. Investment in the Funds is also subject to the following risks: market risk, investment advisor risk, credit risk, interest rate risk, maturity risk, investment-grade securities risk, short sales risk, for the Focused Fund only: management style risk, non-diversified fund risk, and sector focus risk. More information about these risks and other risks can be found in the Funds' prospectus. An investor should consider the investment objectives, risks, and charges and expenses of the Funds carefully before investing. The prospectus contains this and other information about the Funds. A copy of the prospectus is available at www.nottinghamco.com or by calling Shareholder Services at 1-800-773-3863. The prospectus should be read carefully before investing. Statements in this Annual Report reflect projections or expectations of future financial or economic performance of the Fund and of the market in general and statements of the Fund's plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted with such forward-looking statements, include general economic conditions such as inflation, recession and interest rates. Underwriter and Distributor: Capital Investment Group, Inc. 116 South Franklin Street, Rocky Mount, NC 27804 Phone (800) 773-3863 The Hillman Advantage Equity Fund No Load Shares Performance Update - $10,000 Investment (Unaudited) For the fiscal year ended September 30, 2006. - ------------------------------------------------------------- -------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 -------------------------------------------------------------- Advantage Equity Fund S&P 500 Total Average Annual One Five Since - No Load Shares Return Index Total Returns Year Year Inception* ---------------- ------------ -------------------------------------------------------------- 12/29/2000 $10,000 $10,000 The Hillman Advantage 9/30/2001 8,750 7,961 Equity Fund No Load Shares 10.41% 11.50% 7.40% 9/30/2002 8,614 6,330 -------------------------------------------------------------- 9/30/2003 10,635 7,874 Final Value 9/30/2004 12,084 8,967 Cumulative Total Since of $10,000 9/30/2005 13,658 10,065 Investment Returns Inception* Investment 9/30/2006 15,080 11,151 -------------------------------------------------------------- The Hillman Advantage 50.80% $15,080 Equity Fund No Load Shares -------------------------------------------------------------- S&P 500 Total Return Index 11.51% $11,151 -------------------------------------------------------------- * The No Load Shares' inception date - December 29, 2000 (Date of Initial Public Investment). - ----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at December 29, 2000 (Date of Initial Public Investment). All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Advantage Equity Fund - No Load Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Expense Example Beginning Ending Account Value Account Value Expenses Paid April 1, 2006 September 30, 2006 During Period* - -------------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,022.30 $7.55 - -------------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% return before $1,000.00 $1,017.60 $7.54 expenses) - --------------------------------------------------------------------------------------------------------------------------------
* Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 1.49%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Advantage Equity Fund Class A Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 ---------------------------------------------------------------- The Hillman Advantage Equity S&P 500 Total Total Returns Since Inception* Fund - Class A Shares Return Index ---------------------------------------------------------------- --------------------- ------------ The Hillman Advantage Equity Fund 7/18/2006 $ 9,425 $10,000 - Class A Shares - No Sales Load 9.35% 7/31/2006 9,604 10,326 ---------------------------------------------------------------- 8/31/2006 9,955 10,571 The Hillman Advantage Equity Fund 9/30/2006 10,306 10,844 - Class A Shares - 5.75% Maximum Sales Load 3.06% ---------------------------------------------------------------- Final Value of Cumulative Total Since $10,000 Investment Returns Inception* Investment ---------------------------------------------------------------- The Hillman Advantage Equity Fund 9.35% $10,935 - Class A Shares - No Sales Load ---------------------------------------------------------------- The Hillman Advantage Equity Fund 3.06% $10,306 - Class A Shares - 5.75% Maximum Sales Load ---------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 ---------------------------------------------------------------- *The Fund's inception date - July 18, 2006 (Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment ($9,425 after maximum sales load of 5.75%) at July 18, 2006 (Date of Initial Public Offering). All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Advantage Equity Fund - Class A Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,094.30 $2.63 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before $1,000.00 $1,018.85 $6.28 expenses) - ----------------------------------------------------------------------------------------------------------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Advantage Equity Fund Class B Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 --------------------------------------------------------------- The Hillman Advantage Equity S&P 500 Total Total Returns Since Inception* Fund - Class B Shares Return Index --------------------------------------------------------------- --------------------- ------------ The Hillman Advantage Equity Fund 7/18/2006 $10,000 $10,000 - Class B Shares - No Sales Charge 9.19% 7/31/2006 10,190 10,326 --------------------------------------------------------------- 8/31/2006 10,555 10,571 The Hillman Advantage Equity Fund 9/30/2006 10,419 10,844 - Class B Shares - Maximum Sales Charge 4.19% --------------------------------------------------------------- Final Value of Cumulative Total Since $10,000 Investment Returns Inception* Investment --------------------------------------------------------------- The Hillman Advantage Equity Fund - Class B Shares - No Sales Charge 9.19% $10,919 --------------------------------------------------------------- The Hillman Advantage Equity Fund - Class B Shares - Maximum Sales Charge 4.19% $10,419 --------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 --------------------------------------------------------------- *The Fund's inception date - July 18, 2006 (Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at July 18, 2006 (Date of Initial Public Offering). The table and graph above includes the maximum contingent deferred sales charge ("CDSC") corresponding to the length of time that the investment as held as noted. The CDSC for the Class B Shares declines from 5% to 0% over seven years; and the Class B Shares are converted to Class A Shares of the Fund after eight years, without the imposition of any sales charges. All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Advantage Equity Fund - Class B Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,094.30 $2.63 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before expenses) $1,000.00 $1,018.85 $6.28 - ----------------------------------------------------------------------------------------------------------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Advantage Equity Fund Class C Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 --------------------------------------------------------------- The Hillman Advantage Equity S&P 500 Total Since Fund - Class C Shares Return Index Total Returns Inception* --------------------- ------------ --------------------------------------------------------------- 7/18/2006 $10,000 $10,000 The Hillman Advantage Equity Fund 7/31/2006 10,190 10,326 Class C Shares - No Sales Charge - 9.19% 8/31/2006 10,555 10,571 --------------------------------------------------------------- 9/30/2006 10,819 10,844 The Hillman Advantage Equity Fund - Class C Shares - Maximum Sales Charge 8.19% --------------------------------------------------------------- Final Value Cumulative Total Since of $10,000 Investment Returns Inception* Investment --------------------------------------------------------------- The Hillman Advantage Equity Fund - Class C Shares - No Sales Charge 9.19% $10,919 --------------------------------------------------------------- The Hillman Advantage Equity Fund - Class C Shares - Maximum Sales Charge 8.19% $10,810 --------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 --------------------------------------------------------------- *The Fund's inception date - July 18, 2006 (Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at July 18, 2006 (Date of Initial Public Offering). The deduction of the maximum contingent deferred sales charge ("CDSC") is reflected in the graph because the 1% CDSC for the Class C Shares is imposed on proceeds redeemed within 1 year of the purchase date. The CDSC may be waived or reduced under certain circumstances. All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Advantage Equity Fund - Class C Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,094.30 $2.63 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before $1,000.00 $1,018.85 $6.28 expenses) - ----------------------------------------------------------------------------------------------------------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Advantage Equity Fund Schedule of Investments As of September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------------- Market Value Market Value Shares (Note 1) Shares (Note 1) - ---------------------------------------------------------------- ---------------------------------------------------------------- COMMON STOCKS - 98.72% Hand/Machine Tools - 2.02% Black & Decker Corporation 6,000 $ 476,100 -------------- Aerospace/Defense - 4.58% Goodrich Corporation 13,000 $ 526,760 Healthcare - Products - 2.20% The Boeing Company 7,000 551,950 Johnson & Johnson 8,000 519,520 -------------- -------------- 1,078,710 -------------- Apparel - 2.23% Healthcare - Services - 4.41% Nike, Inc. 6,000 525,720 Aetna Inc. 13,000 514,150 -------------- * Laboratory Corporation of America Holdings 8,000 524,560 Biotechnology - 2.12% -------------- * Amgen Inc. 7,000 500,710 1,038,710 -------------- -------------- Home Builders - 2.23% Chemicals - 2.36% D.R. Horton, Inc. 22,000 526,900 E.I. du Pont de Nemours -------------- and Company 13,000 556,920 Household Products/Wares - 2.14% -------------- The Clorox Company 8,000 504,000 -------------- Computers - 6.50% Internet - 1.93% * EMC Corporation 44,000 527,120 * Yahoo! Inc. 18,000 455,040 Hewlett-Packard Company 14,000 513,660 -------------- International Business Machines Media - 4.42% Corporation 6,000 491,640 Time Warner Inc. 30,000 546,900 -------------- The Walt Disney Company 16,000 494,560 1,532,420 -------------- -------------- 1,041,460 Cosmetics/Personal Care - 2.10% -------------- The Procter & Gamble Miscellaneous Manufacturing - 4.46% Company 8,000 495,840 3M Co. 7,000 520,940 -------------- General Electric Company 15,000 529,500 -------------- Diversified Financial Services - 2.1 1,050,440 Citigroup Inc. 10,000 496,700 -------------- -------------- Oil & Gas - 2.28% Exxon Mobil Corporation 8,000 536,800 Electric - 4.35% -------------- American Electric Power Company Inc. 14,000 509,180 Pharmaceuticals - 4.12% The Southern Company 15,000 516,900 Merck & Co., Inc. 11,000 460,900 -------------- Pfizer Inc. 18,000 510,480 1,026,080 -------------- -------------- 971,380 Financial Services - 2.56% -------------- Allied Capital Corporation 20,000 604,200 Real Estate Investment Trust - 2.24% -------------- Host Hotels & Resorts 23,000 527,390 -------------- Food - 10.97% Campbell Soup Company 14,000 511,000 H.J. Heinz Company 12,000 503,160 Kellogg Company 11,000 544,720 McCormick & Company, Incorporated 13,000 493,740 Whole Foods Market, Inc. 9,000 534,870 -------------- 2,587,490 -------------- (Continued)
The Hillman Advantage Equity Fund Schedule of Investments As of September 30, 2006 - ------------------------------------------------------------------------------------------------------------------------------------ Market Value Shares (Note 1) - ---------------------------------------------------------------- ----------------------------------------------------------------- COMMON STOCKS - (Continued) Summary of Investments by Industry % of Net Market Retail - 12.57% Industry Assets Value ---------------------------------------------------------------- Brinker International, Inc. 12,000 $ 481,080 Aerospace/Defense 4.58% $ 1,078,710 McDonald's Corporation 13,000 508,560 Apparel 2.23% 525,720 OSI Restaurant Partners, Inc. 15,000 475,650 Biotechnology 2.12% 500,710 Target Corporation 9,000 497,250 Chemicals 2.36% 556,920 The Home Depot, Inc. 14,000 507,780 Computers 6.50% 1,532,420 Wal-Mart Stores, Inc. 10,000 493,200 Cosmetics/Personal Care 2.10% 495,840 -------------- Diversified Financial Services 2.11% 496,700 2,963,520 Electric 4.35% 1,026,080 -------------- Financial Services 2.56% 604,200 Semiconductors - 2.18% Food 10.97% 2,587,490 Intel Corporation 25,000 514,250 Hand/Machine Tools 2.02% 476,100 -------------- Healthcare - Products 2.20% 519,520 Healthcare - Services 4.41% 1,038,710 Software - 2.26% Home Builders 2.23% 526,900 * Oracle Corporation 30,000 532,200 Household Products/Wares 2.14% 504,000 -------------- Internet 1.93% 455,040 Investment Company 0.96% 227,359 Telecommunications - 7.08% Media 4.42% 1,041,460 AT&T Inc. 18,000 586,080 Miscellaneous Manufacturing 4.46% 1,050,440 Motorola, Inc. 21,000 525,000 Oil & Gas 2.28% 536,800 Verizon Communications Inc. 15,000 556,950 Pharmaceuticals 4.12% 971,380 -------------- Real Estate Investment Trust 2.24% 527,390 1,668,030 Retail 12.57% 2,963,520 -------------- Semiconductors 2.18% 514,250 Transportation - 2.30% Software 2.26% 532,200 FedEx Corp. 5,000 543,400 Telecommunications 7.08% 1,668,030 -------------- Transportation 2.30% 543,400 --------------------------------------------------------------- Total Common Stocks (Cost $19,567,907) 23,273,930 Total 99.68% $ 23,501,289 -------------- INVESTMENT COMPANY - 0.96% Evergreen Institutional Money Market Fund (Cost $227,359) 227,359 227,359 -------------- Total Investments (Cost $19,795,266) - 99.68% $ 23,501,289 Other Assets less Liabilities - 0.32% 75,271 -------------- Net Assets - 100.00% $ 23,576,560 ============== * Non-income producing investment. See Notes to Financial Statements
The Hillman Focused Advantage Fund No Load Shares Performance Update - $10,000 Investment (Unaudited) For the fiscal year ended September 30, 2006. - ------------------------------------------------------------- -------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006. -------------------------------------------------------------- The Hillman Focused Advantage S&Ps 500 Total Average Annual One Five Since Fund - No Load Shares Return Index Total Returns Year Year Inception* --------------------- ------------ -------------------------------------------------------------- 12/29/2000 $10,000 $10,000 The Hillman Focused 9/30/2001 7,500 7,961 Advantage Fund No Load 9/30/2002 6,550 6,330 Shares 7.15% 16.17% 8.35% 9/30/2003 9,668 7,874 -------------------------------------------------------------- 9/30/2004 11,874 8,967 Since Final Value 9/30/2005 14,806 10,065 Cumulative Total of $10,000 9/30/2006 15,866 11,151 Investment Returns Inception* Investment -------------------------------------------------------------- The Hillman Focused Advantage Fund No Load Shares 58.66% $15,866 -------------------------------------------------------------- S&P 500 Total Return Index 11.51% $11,151 -------------------------------------------------------------- * The No Load Shares' inception date - December 29, 2000 (Date of Initial Public Investment). - ----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at December 29, 2000 (Date of Initial Public Investment). All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Focused Advantage Fund - No Load Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Expense Example Beginning Ending Account Value Account Value Expenses Paid April 1, 2006 September 30, 2006 During Period* - -------------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $984.70 $7.41 - -------------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% return before expenses) $1,000.00 $1,017.60 $7.54 - --------------------------------------------------------------------------------------------------------------------------------
* Actual expenses are based on expenses incurred in the most recent six-month period. The Fund's annualized six-month expense ratio is 1.49%. The values under "Expenses Paid During Period" are equal to the annualized ratio multiplied by the average account value over the period, multiplied by 183/365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Focused Advantage Fund Class A Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 --------------------------------------------------------------- The Hillman Focused Advantage S&P 500 Total Total Returns Since Inception* Fund - Class A Shares Return Index --------------------------------------------------------------- --------------------- ------------ The Hillman Focused Advantage Fund 7/18/2006 $9,425 $10,000 - Class A Shares No Sales Load 9.74% 7/31/2006 9,580 10,326 --------------------------------------------------------------- 8/31/2006 9,938 10,571 The Hillman Focused Advantage Fund 9/30/2006 10,343 10,844 - Class A Shares 5.75% Maximum Sales Load 3.43% --------------------------------------------------------------- Final Value of Cumulative Total Since $10,000 Investment Returns Inception* Investment --------------------------------------------------------------- The Hillman Focused Advantage Fund - Class A Shares No Sales Load 9.74% $10,974 --------------------------------------------------------------- The Hillman Focused Advantage Fund - Class A Shares 5.75% Maximum Sales Load 3.43% $10,343 --------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 --------------------------------------------------------------- *The Fund's inception date - July 18, 2006 (Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment ($9,425 after maximum sales load of 5.75%) at July 18, 2006 (Date of Initial Public Offering). All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Focused Advantage Fund - Class A Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,097.40 $2.64 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before $1,000.00 $1,018.85 $6.28 expenses) - ----------------------------------------------------------------------------------------------------------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Focused Advantage Fund Class B Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 --------------------------------------------------------------- The Hillman Focused Advantage S&P 500 Total Since Fund - Class B Shares Return Index Total Returns Inception* --------------------- ------------ --------------------------------------------------------------- 7/18/2006 $10,000 $10,000 The Hillman Focused Advantage Fund - 7/31/2006 10,165 10,326 Class B Shares - No Sales Charge 9.52% 8/31/2006 10,537 10,571 --------------------------------------------------------------- 9/30/2006 10,452 10,844 The Hillman Focused Advantage Fund - Class B Shares - Maximum Sales Charge 4.52% --------------------------------------------------------------- Final Value Cumulative Total Since of $10,000 Investment Returns Inception* Investment --------------------------------------------------------------- The Hillman Focused Advantage Fund - Class B Shares - No Sales Charge 9.52% $10,952 --------------------------------------------------------------- The Hillman Focused Advantage Fund - Class B Shares - Maximum Sales Charge 4.52% $10,452 --------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 --------------------------------------------------------------- *The Fund's inception date - July 18, 2006(Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at July 18, 2006 (Date of Initial Public Offering). The table and graph above includes the maximum contingent deferred sales charge ("CDSC") corresponding to the length of time that the investment as held as noted. The CDSC for the Class B Shares declines from 5% to 0% over seven years; and the Class B Shares are converted to Class A Shares of the Fund after eight years, without the imposition of any sales charges. All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Focused Advantage Fund - Class B Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,097.40 $2.64 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before expenses) $1,000.00 $1,018.85 $6.28 - --------------------------------------------- -------------------------- ------------------------- -------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Focused Advantage Fund Class C Shares Performance Update - $10,000 Investment (Unaudited) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------- [Line Graph Here] Performance Returns for the periods ended September 30, 2006 --------------------------------------------------------------- The Hillman Focused Advantage S&P 500 Total Since Fund - Class C Shares Return Index Total Returns Inception* --------------------- ------------ --------------------------------------------------------------- 7/18/2006 $10,000 $10,000 The Hillman Focused Advantage Fund - 7/31/2006 10,165 10,326 Class C Shares - No Sales Charge 9.52% 8/31/2006 10,537 10,571 --------------------------------------------------------------- 9/30/2006 10,852 10,844 The Hillman Focused Advantage Fund - Class C Shares - Maximum Sales Charge 8.52% --------------------------------------------------------------- Final Value Cumulative Total Since of $10,000 Investment Returns Inception* Investment --------------------------------------------------------------- The Hillman Focused Advantage Fund - Class C Shares - No Sales Charge 9.52% $10,952 --------------------------------------------------------------- The Hillman Focused Advantage - Class C Shares Fund - Maximum Sales Charge 8.52% $10,852 --------------------------------------------------------------- S&P 500 Total Return Index 8.44% $10,844 --------------------------------------------------------------- *The Fund's inception date - July 18, 2006 (Date of Initial Public Offering). - -----------------------------------------------------------------------------------------------------------------------------
The graph assumes an initial $10,000 investment at July 18, 2006 (Date of Initial Public Offering). The deduction of the maximum contingent deferred sales charge ("CDSC") is not reflected in the graph because the 1% CDSC for the Class C Shares is imposed on proceeds redeemed within 1 year of the purchase date. The CDSC may be waived or reduced under certain circumstances. All dividends and distributions are reinvested. This graph depicts the performance of The Hillman Focused Advantage Fund - Class C Shares (the "Fund") versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only. - -------------------------------------------------------------------------------- Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting www.nottinghamco.com. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends. Fund Expenses (Unaudited) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses - The first line of the table below provides information about the 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes - The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 sales charges (loads) on purchase payments. Therefore, the last line of the table is useful in comparing ongoing 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 Account Value Ending Account Value Expenses Paid During Expense Example July 18, 2006 September 30, 2006 Period* - ---------------------------------------------------------------------------------------------------------------------------- Actual $1,000.00 $1,097.40 $2.64 - ---------------------------------------------------------------------------------------------------------------------------- Beginning Account Value Ending Account Value Expenses Paid During April 1, 2006 September 30, 2006 Period** - ---------------------------------------------------------------------------------------------------------------------------- Hypothetical (5% annual return before expenses) $1,000.00 $1,018.85 $6.28 - ----------------------------------------------------------------------------------------------------------------------------
* Actual Expenses are equal to the Fund's annualized expense ratio 1.24% multiplied by the average account value over the period, multiplied by 74 days and divided by 365 (to reflect the number of days in the initial fiscal period). ** Hypothetical Expenses paid during the period are equal to the Fund's annualized expense ratio of 1.24% multiplied by the average account value over the period, multiplied by 183 days and divided by 365 (to reflect the number of days in the six month period ending September 30, 2006). The Hillman Focused Advantage Fund Schedule of Investments As of September 30, 2006 - ----------------------------------------------------------------------------------------------------------------------------------- Market Value Market Value Shares (Note 1) Shares (Note 1) - ----------------------------------------------------------------- --------------------------------------------------------------- COMMON STOCKS - 98.99% Telecommunications - 14.50% AT&T Inc. 115,000 $ 3,744,400 Aerospace/Defense - 9.97% Motorola, Inc. 155,000 3,875,000 Goodrich Corporation 95,000 $ 3,849,400 Verizon Communications, Inc. 100,000 3,713,000 The Boeing Corporation 50,000 3,942,500 -------------- -------------- 11,332,400 7,791,900 -------------- -------------- Transportation - 5.56% Chemicals - 4.93% FedEx Corp. 40,000 4,347,200 E.I. du Pont de Nemours -------------- Company 90,000 3,855,600 Total Common Stocks (Cost $74,961,166) 77,383,650 -------------- -------------- Computers - 10.37% INVESTMENT COMPANY - 0.78% * EMC Corporation 340,000 4,073,200 Evergreen Institutional Money Market Fund Hewlett-Packard Company 110,000 4,035,900 (Cost $610,018) 610,018 610,018 -------------- -------------- 8,109,100 -------------- Diversified Financial Services - 4.77% Total Investments Citigroup Inc. 75,000 3,725,250 (Cost $75,571,184) - 99.77% $ 77,993,668 -------------- Other Assets Less Liabilities - 0.23% 183,524 -------------- Electric - 4.65% American Electric Power Net Assets - 100.00% $ 78,177,192 Company, Inc. 100,000 3,637,000 ============== -------------- *Non-income producing investment. Financial Services - 4.83% Allied Capital Corporation 125,000 3,776,250 -------------- Food - 4.94% Whole Foods Market, Inc. 65,000 3,862,950 Summary of Investments by Industry -------------- % of Net Market Industry Assets Value Healthcare - Services - 9.84% --------------------------------------------------------------- Aetna Inc. 95,000 3,757,250 Aerospace/Defense 9.97% $ 7,791,900 * Laboratory Corporation of Chemicals 4.93% 3,855,600 America Holdings 60,000 3,934,200 Computers 10.37% 8,109,100 -------------- Diversified Financial Services 4.77% 3,725,250 7,691,450 Electric 4.65% 3,637,000 -------------- Financial Services 4.83% 3,776,250 Home Builders - 5.05% Food 4.94% 3,862,950 D.R. Horton, Inc. 165,000 3,951,750 Healthcare - Services 9.84% 7,691,450 -------------- Home Builders 5.05% 3,951,750 Miscellaneous Manufacturing - 4.97% Investment Company 0.78% 610,018 General Electric Company 110,000 3,883,000 Miscellaneous Manufacturing 4.97% 3,883,000 -------------- Real Estate Investment Trust 4.84% 3,783,450 Real Estate Investment Trust - 4.84% Retail 9.77% 7,636,350 Host Hotels & Resorts 165,000 3,783,450 Telecommunications 14.50% 11,332,400 -------------- Transportation 5.56% 4,347,200 Retail - 9.77% -------------------------------------------------------------- OSI Restaurant Partners, Inc. 115,000 3,646,650 Total 99.77% $ 77,993,668 The Home Depot, Inc. 110,000 3,989,700 -------------- 7,636,350 -------------- See Notes to Financial Statements
Hillman Capital Management Funds Statements of Assets and Liabilities Advantage Equity Focused Advantage As of September 30, 2006 Fund Fund - ------------------------------------------------------------------------------------------------------------------------------------ Assets: Investments, at cost ..................................................................... $19,795,266 $75,571,184 Investments, at value (note 1) ........................................................... $23,501,289 $77,993,668 Cash ..................................................................................... 4,491 -- Receivables: Fund shares sold ..................................................................... 55,102 170,264 Dividends and Interest ............................................................... 25,450 102,136 Prepaid expenses: Fund accounting fees ................................................................. 4,500 4,500 Compliance service fees .............................................................. 646 646 Other expenses ....................................................................... 38,890 53,849 ----------- ------------ Total Assets ............................................................................. 23,630,368 78,325,063 ----------- ------------ Liabilities: Payables: Fund shares repurchased .............................................................. 24,858 63,870 Distributions ........................................................................ 2,014 38,837 Accrued expenses ......................................................................... 26,877 36,323 Due to affiliates: Advisor (note 2) ..................................................................... 59 8,841 ----------- ------------ Total Liabilities ........................................................................ 53,808 147,871 ----------- ------------ Net Assets ................................................................................... $23,576,560 $78,177,192 =========== ============ Net Assets Consist of: Capital .................................................................................. $18,103,030 $70,155,473 Undistributed net investment income ...................................................... -- 6,219 Undistributed net realized gain on investments ........................................... 1,767,507 5,593,016 Net unrealized appreciation in investments ............................................... 3,706,023 2,422,484 ----------- ------------ Total Net Assets ......................................................................... $23,576,560 $78,177,192 =========== =========== No Load Shares Outstanding, no par value (unlimited shares authorized) ........................................................ 1,712,852 5,122,096 Net Assets - No Load Shares .............................................................. $23,543,734 $78,144,264 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................... $ 13.75 $ 15.26 Class A Shares Outstanding, no par value (unlimited shares authorized) ....................... 794 717 Net Assets - Class A Shares .............................................................. $ 10,942 $ 10,976 Net Asset Value and Redemption Price Per Share ........................................... $ 13.79 (a) $ 15.31 Maximum Offering Price Per Share (Net Asset Value / 0.9425) .............................. $ 14.63 $ 16.24 Class B Shares Outstanding, no par value (unlimited shares authorized) ....................... 792 716 Net Assets - Class B Shares (b) .......................................................... $ 10,942 $ 10,976 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................... $ 13.81 (a) $ 15.33 Class C Shares Outstanding, no par value (unlimited shares authorized) ....................... 792 716 Net Assets - Class C Shares (b) .......................................................... $ 10,942 $ 10,976 Net Asset Value, Maximum Offering Price and Redemption Price Per Share ................... $ 13.81 (a) $ 15.33 (a) Due to rounding of shares outstanding, the Net Assets divided by shares does not equal the Net Asset Value per share. (b) Class B and C shares have a contingent deferred sales charge (note 1). See Notes to Financial Statements
Hillman Capital Management Funds Statements of Operations Advantage Equity Focused Advantage For the fiscal year ended September 30, 2006 Fund Fund - ------------------------------------------------------------------------------------------------------------------------------------ Investment Income: Dividends ......................................................................... $ 446,893 $ 1,849,177 Interest .......................................................................... 31,219 -- ----------- ----------- Total Income ...................................................................... 478,112 1,849,177 ----------- ----------- Expenses: Advisory fees (note 2) ............................................................ 210,005 881,094 Administration fees (note 2) ...................................................... 26,251 100,609 Transfer agent fees (note 2) ...................................................... 21,000 31,498 Registration and filing administration fees (note 2) .............................. 11,961 11,986 Fund accounting fees (note 2) ..................................................... 34,544 41,291 Compliance services fees (note 2) ................................................. 7,750 7,750 Custody fees (note 2) ............................................................. 5,560 29,064 Distribution and services fees - No Load Shares (note 3) .......................... 51,138 215,474 Other accounting fees (note 2) .................................................... 46 -- Legal fees ........................................................................ 15,604 16,794 Audit and tax preparation fees .................................................... 15,145 14,145 Registration and filing expenses .................................................. 20,836 34,314 Shareholder servicing expenses .................................................... 2,983 15,158 Printing expenses ................................................................. 1,246 5,913 Trustees' fees and meeting expenses ............................................... 4,192 4,215 Securities pricing fees ........................................................... 4,382 1,761 Other operating expenses .......................................................... 9,767 17,945 ----------- ----------- Total Expenses .................................................................... 442,410 1,429,011 ----------- ----------- Advisory fees waived (note 2) ..................................................... (103,473) (85,017) Administration fees waived (note 2) ............................................... (959) -- ----------- ----------- Net Expenses ...................................................................... 337,978 1,343,994 ----------- ----------- Net Investment Income .................................................................. 140,134 505,183 ----------- ----------- Net Realized and Unrealized Gain (Loss) from Investments: Net realized gain from: Investments ................................................................... 1,767,879 5,812,827 Capital gain distributions from other investment companies .................... 27,760 30,500 Change in unrealized appreciation on investments .................................. 144,350 (2,164,093) ----------- ----------- Net Realized and Unrealized Gain on Investments ........................................ 1,939,989 3,679,234 ----------- ----------- Net Increase in Net Assets Resulting from Operations ................................... $ 2,080,123 $ 4,184,417 =========== =========== See Notes to Financial Statements
Hillman Capital Management Funds Statements of Changes in Net Assets Advantage Equity Fund Focused Advantage Fund For the fiscal years ended September 30, 2006 2005 2006 2005 - -------------------------------------------------------------------------------------------------------------------------------- Operations: Net investment income .................................. $ 140,134 $ 150,575 $ 505,183 $ 7,988 Net realized gain from investment transactions ......... 1,767,879 304,323 5,812,827 2,090,551 Capital gain distributions from other investment companies ................................. 27,760 37,489 30,500 -- Change in unrealized appreciation on investments........ 144,350 1,704,000 (2,164,093) 2,892,020 ------------ ------------ ------------ ------------ Net Increase in Net Assets Resulting from Operations........ 2,080,123 2,196,387 4,184,417 4,990,559 ------------ ------------ ------------ ------------ Distributions to Shareholders: (note 5) Net investment income - No Load Shares ................. (251,827) (150,140) (506,930) (10,478) Net investment income - Class A Shares ................. (16) -- (14) -- Net realized gain from investment transactions - No Load Shares ....................................... (261,624) (283,131) (2,294,247) -- ------------ ------------ ------------ ------------ Decrease in Net Assets Resulting from Distributions ......... (513,467) (433,271) (2,801,191) (10,478) ------------ ------------ ------------ ------------ Capital Share Transactions: (note 6) No Load Shares Shares sold .......................................... 3,860,040 3,932,673 76,442,383 63,962,401 Reinvested dividends and distributions ............... 509,863 432,872 2,603,468 10,240 Shares repurchased ................................... (2,453,740) (1,418,516) (67,461,663) (15,623,836) Class A Shares Shares sold .......................................... 10,000 -- 10,000 -- Reinvested dividends and distributions ............... 16 -- 14 -- Shares repurchased ................................... -- -- -- -- Class B Shares Shares sold .......................................... 10,000 -- 10,000 -- Reinvested dividends and distributions ............... -- -- -- -- Shares repurchased ................................... -- -- -- -- Class C Shares Shares sold .......................................... 10,000 -- 10,000 -- Reinvested dividends and distributions ............... -- -- -- -- Shares repurchased ................................... -- -- -- -- ------------ ------------ ------------ ------------ Increase from Capital Share Transactions .................... 1,946,179 2,947,029 11,614,202 48,348,805 ------------ ------------ ------------ ------------ Net Increase in Net Assets .................................. 3,512,835 4,710,145 12,997,428 53,328,886 Net Assets: Beginning of year ...................................... 20,063,725 15,353,580 65,179,764 11,850,878 ------------ ------------ ------------ ------------ End of year ............................................ $ 23,576,560 $ 20,063,725 $ 78,177,192 $ 65,179,764 ============ ============ ============ ============ Undistributed Net Investment Income .......................... $ -- $ 83,578 $ 6,219 $ 7,980
Hillman Capital Management Funds Financial Highlights For a share outstanding during the Advantage Equity Fund No Load fiscal years ended September 30, 2006 2005 2004 2003 2002 - --------------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Year ........................ $ 12.76 $ 11.56 $ 10.25 $ 8.51 $ 8.77 --------- ---------- ---------- ---------- --------- Income from Investment Operations: Net investment income ............................... 0.08 0.09 0.13 0.14 0.10 Net realized and unrealized gain (loss) on securities 1.23 1.40 1.27 1.83 (0.25) --------- ---------- ---------- ---------- --------- Total from Investment Operations .......................... 1.31 1.49 1.40 1.97 (0.15) --------- ---------- ---------- ---------- --------- Less Distributions: Dividends (from net investment income) .............. (0.15) (0.10) (0.09) (0.15) (0.11) Distributions (from capital gains) .................. (0.17) (0.19) -- (0.08) -- --------- ---------- ---------- ---------- --------- Total Distributions ....................................... (0.32) (0.29) (0.09) (0.23) (0.11) --------- ---------- ---------- ---------- --------- Net Asset Value, End of Year .............................. $ 13.75 $ 12.76 $ 11.56 $ 10.25 $ 8.51 ========= ========== ========== ========== ========= Total Return .............................................. 10.41% 13.02% 13.63% 23.46% (1.56)% Net Assets, End of Year (in thousands) .................... $ 23,544 $ 20,064 $ 15,354 $ 11,754 $ 6,288 Average Net Assets for the Year (in thousands) ............ $ 20,994 $ 18,682 $ 14,244 $ 8,448 $ 6,715 Ratio of Gross Expenses to Average Net Assets (a) ......... 2.11% 2.18% 2.24% 2.61% 2.83% Ratio of Net Expenses to Average Net Assets (a) ........... 1.61% 1.75% 1.75% 1.83% 1.80% Ratio of Net Investment Income to Average Net Assets ........................ 0.67% 0.81% 1.15% 1.62% 1.11% Portfolio Turnover Rate ................................... 38.18% 12.11% 17.14% 19.71% 40.37% Advantage Equity Fund For a share outstanding during the Class A Class B Class C period ended September 30, 2006 (b) 2006 (b) 2006 (b) - ----------------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Period .................................................... $ 12.62 $ 12.62 $ 12.62 --------- --------- --------- Income from Investment Operations: Net investment income ............................................................. 0.02 0.02 0.02 Net realized and unrealized gain on securities .................................... 1.17 1.17 1.17 --------- --------- --------- Total from Investment Operations ........................................................ 1.19 1.19 1.19 --------- --------- --------- Less Distributions: Dividends (from net investment income) ............................................ (0.02) -- -- --------- --------- --------- Total Distributions ..................................................................... (0.02) -- -- --------- --------- --------- Net Asset Value, End of Period .......................................................... $ 13.79 $ 13.81 $ 13.81 ========= ========= ========= Total Return (d) ........................................................................ 9.43% 9.43% 9.43% Net Assets, End of Period (in thousands) ................................................ $ 11 $ 11 $ 11 Average Net Assets for the Period (in thousands) ........................................ $ 10 $ 10 $ 10 Ratio of Gross Expenses to Average Net Assets (a)(c) .................................... 2.23% 2.23% 2.23% Ratio of Net Expenses to Average Net Assets (a)(c) ...................................... 1.24% 1.24% 1.24% Ratio of Net Investment Income to Average Net Assets (c) .................................................. 0.91% 0.91% 0.91% Portfolio Turnover Rate ................................................................. 38.18% 38.18% 38.18% (a) The expense ratios listed reflect total expenses prior to any waivers (gross expense ratio) and after any waivers (net expense ratio). (b) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006. (c) Annualized. (d) Total return does not reflect payment of sales charge. See Notes to Financial Statements (Continued)
Hillman Capital Management Funds Financial Highlights For a share outstanding during the Focused Advantage Fund No Load fiscal years ended September 30, 2006 2005 2004 2003 2002 - ------------------------------------------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Year ........................ $ 14.73 $ 11.82 $ 9.63 $ 6.55 $ 7.51 ---------- ---------- ---------- --------- --------- Income from Investment Operations: Net investment income (loss) ........................ 0.09 -- 0.03 0.04 (0.04) Net realized and unrealized gain (loss) on securities 0.95 2.92 2.17 3.08 (0.92) ---------- ---------- ---------- --------- --------- Total from Investment Operations .......................... 1.04 2.92 2.20 3.12 (0.96) ---------- ---------- ---------- --------- --------- Less Distributions: Dividends (from net investment income) .............. (0.09) (0.01) (0.01) (0.04) -- Distributions (from capital gains) .................. (0.42) -- -- -- -- ---------- ---------- ---------- --------- --------- Total Distributions ....................................... (0.51) (0.01) (0.01) (0.04) -- ---------- ---------- ---------- --------- --------- Net Asset Value, End of Year .............................. $ 15.26 $ 14.73 $ 11.82 $ 9.63 $ 6.55 ========== ========== ========== ========= ========= Total Return .............................................. 7.15% 24.69% 22.82% 47.60% (12.67)% Net Assets, End of Year (in thousands) .................... $ 78,144 $ 65,180 $ 11,851 $ 5,157 $ 2,977 Average Net Assets for the Year (in thousands) ............ $ 88,103 $ 32,265 $ 8,329 $ 3,879 $ 3,628 Ratio of Gross Expenses to Average Net Assets (a) ......... 1.62% 1.89% 2.58% 3.93% 4.06% Ratio of Net Expenses to Average Net Assets (a) ........... 1.53% 1.75% 1.75% 2.10% 2.12% Ratio of Net Investment Income (Loss) to Average Net Assets ................. 0.57% 0.02% 0.39% 0.53% (0.46%) Portfolio Turnover Rate ................................... 43.27% 39.94% 37.80% 41.37% 67.29% Focused Advantage Fund For a share outstanding during the Class A Class B Class C period ended September 30, 2006 (b) 2006 (b) 2006 (b) - ---------------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Period ..................................... $ 13.97 $ 13.97 $ 13.97 --------- --------- --------- Income from Investment Operations: Net investment income .............................................. 0.03 0.03 0.03 Net realized and unrealized gain on securities ..................... 1.33 1.33 1.33 --------- --------- --------- Total from Investment Operations ......................................... 1.36 1.36 1.36 --------- --------- --------- Less Distributions: Dividends (from net investment income) ............................. (0.02) -- -- --------- --------- --------- Total Distributions ...................................................... (0.02) -- -- --------- --------- --------- Net Asset Value, End of Period ........................................... $ 15.31 $ 15.33 $ 15.33 ========= ========= ========= Total Return (d) ......................................................... 9.74% 9.74% 9.74% Net Assets, End of Period (in thousands) ................................. $ 11 $ 11 $ 11 Average Net Assets for the Period (in thousands) ......................... $ 10 $ 10 $ 10 Ratio of Gross Expenses to Average Net Assets (a)(c) ..................... 1.58% 1.58% 1.58% Ratio of Net Expenses to Average Net Assets (a)(c) ....................... 1.24% 1.24% 1.24% Ratio of Net Investment Income to Average Net Assets (c) ................................... 0.93% 0.93% 0.93% Portfolio Turnover Rate .................................................. 43.27% 43.27% 43.27% (a) The expense ratios listed reflect total expenses prior to any waivers (gross expense ratio) and after any waivers (net expense ratio). (b) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006. (c) Annualized. (d) Total return does not reflect payment of sales charge. See Notes to Financial Statements
Hillman Capital Management Funds Notes to Financial Statements ________________________________________________________________________________ 1. Organization and Significant are subject to distribution plan fees Accounting Policies as described in Note 3. Class B shares automatically convert into Class A The Hillman Advantage Equity Fund, shares after eight years, and Class C formerly known as The Hillman Total shares are automatically converted Return Fund, and The Hillman Focused into the No Load shares after ten Advantage Fund, formerly known as The years. Hillman Aggressive Equity Fund, (collectively the "Funds" and The following accounting policies have individually a "Fund") are series been consistently followed by the funds. The Funds are part of the Funds and are in conformity with Hillman Capital Management Investment accounting principles generally Trust (the "Trust"), which was accepted in the United States of organized as a Delaware Business America in the investment company Statutory Trust and is registered industry. under the Investment Company Act of 1940, (the "1940 Act"), as amended, as Investment Valuation an open-ended management investment The Funds' investments in securities company. are carried at value. Securities listed on an exchange or quoted on a The Hillman Advantage Equity Fund national market system are valued at ("Advantage Equity Fund") commenced the last sales price as of 4:00 p.m. operations on December 29, 2000. The Eastern Time. Securities traded in the investment objective of the Fund is to NASDAQ over-the-counter market are seek maximum total return through a generally valued at the NASDAQ combination of long-term capital Official Closing Price. Other appreciation and current income. securities traded in the over-the-counter market and listed The Hillman Focused Advantage Fund securities for which no sale was ("Focused Advantage Fund") commenced reported on that date are valued at operations on December 29, 2000. The the most recent bid price. Securities investment objective of the Fund is to and assets for which representative seek long-term capital appreciation. market quotations are not readily available or which cannot be The Board of Trustees of the Trust accurately valued using the Funds' (the "Trustees") approved, on February normal pricing procedures are valued 14, 2006, a plan to authorize three at fair value as determined in good new classes of shares for both Funds faith under policies approved by the designated as Class A Shares, Class B Trustees. Fair value pricing may be Shares, and Class C Shares. On July used, for example, in situations where 18, 2006, the Class A Shares, Class B (i) a portfolio security is so thinly Shares, and Class C Shares became traded that there have been no effective. The Funds currently have an transactions for that security over an unlimited number of authorized shares, extended period of time; (ii) the which are divided into four classes - exchange on which the portfolio No Load Shares, Class A Shares, Class security is principally traded closes B Shares, and Class C Shares. early; or (iii) trading of the portfolio security is halted during Each class of shares has equal rights the day and does not resume prior to as to assets of the Fund, and the the Funds' net asset value classes are identical except for calculation. A portfolio security's differences in their sales charge "fair value" price may differ from the structures and ongoing distribution price next available for that and service fees. Income, expenses portfolio security using the Funds' (other than distribution and service normal pricing procedures. Instruments fees), and realized and unrealized with maturities of 60 days or less are gains or losses on investments are valued at amortized cost, which allocated to each class of shares approximates market value. based upon its relative net assets. All classes have equal voting Investment Transactions and Investment privileges, except where otherwise Income required by law or when the Trustees Investment transactions are accounted determine that the matter to be voted for as of the date purchased or sold on affects only the interests of the (trade date). Dividend income is shareholders of a particular class. recorded on the ex-dividend date. The Funds' Class B and Class C shares Certain dividends from foreign are sold without an initial sales securities will be recorded as soon as charge; however, they are subject to a the Trust is informed of the dividend contingent deferred sales charge. if such information is obtained Class B shares are charged at the rate subsequent to the ex-dividend date. of 5% in the first year and declining Interest income is recorded on the to 0% over a six-year period, and accrual basis and includes Class C shares at a rate of 1% if amortization of discounts and redeemed in the first year, which is premiums. Gains and losses are payable to the Distributor of the determined on the identified cost Trust. Class A shares are sold with an basis, which is the same basis used initial sales charge of up to 5.75% of for federal income tax purposes. the amount invested. The No Load, Class A, Class B, and Class C shares Expenses The Funds bear expenses incurred specifically on their behalf as well as a portion of general trust expenses, which are allocated (Continued) Hillman Capital Management Funds Notes to Financial Statements ________________________________________________________________________________ according to methods reviewed annually procure and pay the custodian for each by the Trustees. Fund, additional compensation for fund accounting and recordkeeping services, Dividend Distributions and additional compensation for The Funds may declare and distribute certain costs involved with the daily dividends from net investment income valuation of securities and as (if any) at the end of each calendar reimbursement for out-of-pocket quarter. Distributions from capital expenses. A breakdown of these fees is gains (if any) are generally declared provided in the following schedule. and distributed annually. The Administrator has voluntarily waived a portion of its fees for the Estimates fiscal year ended September 30, 2006. The preparation of financial There can be no assurance that the statements in conformity with foregoing voluntary waiver will accounting principles generally continue in the future. accepted in the United States of America requires management to make Compliance Services estimates and assumptions that affect Nottingham Compliance Services, LLC, a the amount of assets, liabilities, fully owned affiliate of The expenses and revenues reported in the Nottingham Company, provides services financial statements. Actual results which assist the Trust's Chief could differ from those estimates. Compliance Officer in monitoring and testing the policies and procedures of Federal Income Taxes the Trust in conjunction with No provision for income taxes is requirements under Rule 38a-1 of the included in the accompanying financial Securities and Exchange Commission. It statements, as the Funds intend to receives compensation for this service distribute to shareholders all taxable at an annual rate of $7,750 per Fund. investment income and realized gains and otherwise comply with Subchapter M Transfer Agent of the Internal Revenue Code North Carolina Shareholder Services, applicable to regulated investment LLC ("Transfer Agent") serves as companies. transfer, dividend paying, and shareholder servicing agent for the 2. Transactions with Affiliates Funds. It receives compensation for its services based upon $15 per Advisor shareholder per year, subject to a The Funds pay a monthly advisory fee minimum fee of $1,750 per month per to Hillman Capital Management, Inc. Fund, plus $500 per month for each (the "Advisor") based upon the average additional class of shares. daily net assets of each Fund and calculated at the annual rate of Distributor 1.00%. For the year ended September Capital Investment Group, Inc. (the 30, 2006, the Advisor has voluntarily "Distributor") serves as the Fund's waived a portion of these fees in the principal underwriter and distributor. amounts of $103,473 and $85,017 for The Distributor receives any sales the Advantage Equity Fund and the charges imposed on purchases of shares Focused Advantage Fund, respectively. and re-allocates a portion of such charges to dealers through whom the Administrator sale was made, if any. For the fiscal Each Fund pays a monthly year ended September 30, 2006, the administration fee to The Nottingham Distributor retained no sales charges. Company (the "Administrator") based upon the average daily net assets of Certain Trustees and officers of the each Fund and calculated at the annual Trust are also officers of the rates as shown in the following Advisor, the Distributor or the schedule which is subject to a minimum Administrator. of $2,000 per month per Fund. The Administrator also receives a fee to - ------------------------------------------------------------------------------------------------------------------------------------ Fund Accounting Administration Fees (1)(2) Custody Fees (3) Fund Asset Based - ------------------------------------ --------------------------- Accounting Blue Sky Average Annual Average Annual Fees Average Net Annual Administration Net Assets Rate Net Assets Rate (monthly) Assets Rate Fees (annual) - ------------------------------------------------------------------------------------------------------------------------------------ First $50 million 0.125% First $100 million 0.020% $2,250 All Assets 0.01% $150 per state Next $50 million 0.100% Over $100 million 0.009% $750 (4) Over $100 million 0.075% - ------------------------------------------------------------------------------------------------------------------------------------ (1) The Administrator waived administration fees for the Advantage Equity Fund in the amount of $959 for the fiscal year ended September 30, 2006. (2) Subject to a minimum fee of $2,000 per month (3) Subject to a minimum fee of $400 per month (4) For each additional class. (Continued)
Hillman Capital Management Funds Notes to Financial Statements ________________________________________________________________________________ Distribution and Service Fees The Trustees, including a majority of of long-term U.S. Government the Trustees who are not "interested Obligations in the amount of $529,531 persons" (as defined in the 1940 Act), in The Hillman Advantage Equity Fund of the Trust adopted distribution and only for the fiscal year ended service plans pursuant to Rule 12b-1 September 30, 2006. of the 1940 Act (the "Plans") applicable to the No Load Shares, 5. Federal Income Tax Class A Shares, Class B Shares, and Class C Shares. The 1940 Act regulates The tax components of capital shown in the manner in which a regulated Table 1 represent: (1) distribution investment company may assume costs of requirements the Funds must satisfy distributing and promoting the sales under the income tax regulations, and of its shares and servicing of its (2) unrealized appreciation or shareholder accounts. The Plans depreciation of investments for provide that the Fund may incur federal income tax purposes as of certain costs, which may not exceed September 30, 2006. 0.25% per annum of the average daily net assets of the No Load Shares and Other book tax differences in the Class A Shares or 1.00% per annum of current year primarily consist of the average daily net assets of the adjustments due to reclassifications Class B Shares or Class C Shares for of income received from investments in each year elapsed subsequent to real estate investment trusts and adoption of the Plans, for payment to different book and tax treatment of the Distributor and others for items short-term capital gains. such as advertising expenses, selling expenses, commissions, travel, or ---------------------------------------------------------- other expenses reasonably intended to Table 1 Undistributed result in sales of No Load Shares, ---------------- Class A Shares, Class B Shares, and ---------------------------------------------------------- Class C Shares in the Funds or support Fund Ordinary Long-Term Net Tax servicing of those classes' Income Capital Gains Appreciation shareholder accounts. See the table ---------------------------------------------------------- below for a breakout of the 12b-1 fees Advantage Equity $139,192 $1,628,315 $3,706,023 incurred for the Advantage Equity Fund ---------------------------------------------------------- and the Focused Advantage Fund for the Focused $1,008,783 $4,778,775 $2,234,161 fiscal year ended September 30, 2006. Advantage ---------------------------------------------------------- - ---------------------------------------------------------- 12b-1 fees incurred As a result of permanent differences - ---------------------------------------------------------- between the financial statement and Fund No Load Class A Class B Class C income tax reporting requirements, the Shares Shares Shares Shares following reclassifications, shown - ---------------------------------------------------------- below in Table 2, were made for the Advantage Equity $51,138 $ - $ - $ - year ended September 30, 2006. These - ---------------------------------------------------------- reclassifications had no effect on the Focused $215,474 $ - $ - $ - net assets or the net asset value of Advantage the Funds. - ---------------------------------------------------------- ------------------------------------------------------ 4. Purchases and Sales of Investment Table 2 Increase (Decrease) in Securities ----------------- Undistributed For the fiscal year ended September Fund Net Net Realized 30, 2006 the aggregate cost of Paid-in Investment Gain on purchases and proceeds from sales of Capital Income Investments investment securities (excluding ------------------------------------------------------ short-term securities) were as Advantage Equity $ - $28,131 ($28,131) follows: ------------------------------------------------------ Focused $ - $ - $ - Advantage ------------------------------------------------------ - ----------------------------------------------- Proceeds from The aggregate cost of investments and Purchases of Sales of the composition of unrealized Fund Securities Securities appreciation and depreciation of - ----------------------------------------------- investment securities for federal Advantage Equity $11,175,785 $7,024,247 income tax purposes as of September - ----------------------------------------------- 30, 2006 are noted on the following Focused Advantage $47,349,404 $37,027,979 page, in Table 3. The primary - ----------------------------------------------- difference between book and tax appreciation or depreciation of There were no purchases of long-term investments is wash sale loss U.S. Government Obligations for either deferrals. Fund during the fiscal year ended September 30, 2006. There were sales (Continued)
Hillman Capital Management Funds Notes to Financial Statements ________________________________________________________________________________ - ------------------------------------------------------------ ------------------------------------------------------- Table 3 Federal Tax Aggregate Gross For the year ended Cost Unrealized September 30, 2006 Distributions from - ------------------------------------------------------------ ------------------------------------------------------- Fund Appreciation Depreciation Fund Ordinary Income Long-Term Capital - ------------------------------------------------------------ Gains Advantage Equity $19,795,266 $4,275,200 ($569,177) ------------------------------------------------------- - ------------------------------------------------------------ Advantage Equity $389,131 $124,336 Focused $75,759,507 $6,792,561 ($4,558,400) ------------------------------------------------------- Advantage Focused Advantage $1,355,046 $1,446,145 - ------------------------------------------------------------ ------------------------------------------------------- The amount of dividends and ------------------------------------------------------- distributions from net investment For the year ended Distributions from income and net realized capital gains September 30, 2005 are determined in accordance with ------------------------------------------------------- federal income tax regulations which Fund Ordinary Income Long-Term Capital may differ from accounting principles Gains generally accepted in the United ------------------------------------------------------- States of America. These differences Advantage Equity $150,140 $283,131 are due to differing treatments for ------------------------------------------------------- items such as net short-term gains, Focused Advantage $10,478 $ - deferral of wash sale losses, net ------------------------------------------------------- investment losses and capital loss carry-forwards. Permanent differences such as tax returns of capital and net investment losses, if any, would be reclassified against capital.
6. Capital Share Transactions - ---------------------------------------------------------------------------------------------------------------------------------- For the fiscal years or period ended Advantage Equity Fund September 30, Class A Class B Class C No Load Shares Shares Shares Shares ---------------------------------- ------------ -------------- ------------- 2006 2005 2006 (1) 2006 (1) 2006 (1) - ---------------------------------------------------------------------- ----------------- ------------ -------------- ------------- Transactions in Fund Shares Shares sold 288,671 323,550 793 792 792 Reinvested distributions 38,825 35,269 1 - - Shares repurchased (187,293) (114,562) - - - Net Increase in Capital Shares Transactions 140,203 244,257 794 792 792 Shares Outstanding, Beginning of Period 1,572,649 1,328,392 - - - Shares Outstanding, End of Period 1,712,852 1,572,649 794 792 792 - ---------------------------------------------------------------------- ----------------- ------------ -------------- ------------- (1) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006. - ----------------------------------------------------------------------------------------------------------------------------------- For the fiscal years or period ended Focused Advantage Fund September 30, Class A Class B Class C No Load Shares Shares Shares Shares ---------------------------------- ------------ -------------- ------------- 2006 2005 2006 (1) 2006 (1) 2006 (1) - ---------------------------------------------------------------------- ----------------- ------------ -------------- ------------- Transactions in Fund Shares Shares sold 5,099,562 4,506,830 716 716 716 Reinvested distributions 174,545 769 1 - - Shares repurchased (4,577,945) (1,804,636) - - - Net Increase in Capital Shares Transactions 696,162 3,422,963 717 716 716 Shares Outstanding, Beginning of Period 4,425,934 1,002,971 - - - Shares Outstanding, End of Period 5,122,096 4,425,934 717 716 716 - ---------------------------------------------------------------------- ----------------- ------------ -------------- ------------- (1) For the period from July 18, 2006 (Date of Initial Public Offering) to September 30, 2006. (Continued)
Hillman Capital Management Funds Additional Information (Unaudited) ________________________________________________________________________________ 7. Change in Independent Registered 2006, the Funds do not believe the Public Accounting Firm adoption of SFAS No. 157 will impact the amounts reported in the financial On December 14, 2004, the Board of statements, however, additional Trustees engaged Briggs, Bunting & disclosures may be required about the Dougherty, LLP ("BBD") as its new inputs used to develop the independent registered public measurements and the effect of certain accounting firm. At no time preceding of the measurements reported on the the engagement of BBD did the Funds statement of changes in net assets for consult the firm regarding either (i) a fiscal period. the application of accounting principles to a specified transaction, On July 13, 2006, the Financial either completed or proposed, or the Accounting Standards Board (FASB) type of audit opinion that might be released FASB Interpretation No. 48 rendered on the Funds' financial "Accounting for Uncertainty in Income statements, or (ii) any matter that Taxes" (FIN 48). FIN 48 provides was either subject of a disagreement guidance for how uncertain tax or a reportable event, as such terms positions should be recognized, are defined in Item 304 of Regulation measured, presented and disclosed in S-K. the financial statements. FIN 48 requires the evaluation of tax Prior to this date, Deloitte & Touche positions taken or expected to be LLP ("Deloitte") served as the taken in the course of preparing the independent registered public Fund's tax returns to determine accounting firm for the Trust and whether the tax positions are issued reports on the Funds' financial "more-likely-than-not" of being statements as of September 30, 2004 sustained by the applicable tax and 2003. Such reports did not contain authority. Tax positions not deemed to an adverse opinion or a disclaimer of meet the more-likely-than-not opinion, nor were they qualified or threshold would be recorded as a tax modified as to uncertainty, audit benefit or expense in the current scope, or accounting principles. year. Adoption of FIN 48 is required for fiscal years beginning after At no time preceding the removal of December 15, 2006 and is to be applied Deloitte were there any disagreements to all open tax years as of the with Deloitte on any matter of effective date. At this time, accounting principles or practices, management is evaluating the financial statement disclosure, or implications of FIN 48. Although not auditing scope or procedure, which yet determined, management does not disagreements, if not resolved to the expect FIN 48 to have a material satisfaction of Deloitte, would have impact on the financial statements. caused it to make reference to the subject matter of the disagreements in 9. Commitments and Contingencies connection with its report. At no time preceding the removal of Deloitte did Under the Trust's organizational any of the events enumerated in documents, its officers and Trustees paragraphs (1)(v)(A) through (D) of are indemnified against certain Item 304(a) of Regulation S-K occur. liabilities arising out of the performance of their duties to the 8. New Accounting Pronouncements Funds. In addition, in the normal course of business, the Funds entered In September 2006, the Financial into contracts with their vendors and Accounting Standards Board (FASB) others that provide for general issued Statement on Financial indemnifications. The Funds' maximum Accounting Standards (SFAS) No. 157, exposure under these arrangements is "Fair Value Measurements". This unknown, as this would involve future standard establishes a single claims that may be made against the authoritative definition of fair Funds. The Funds expect that risk of value, sets out a framework for loss to be remote. measuring fair value and requires additional disclosure about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of September 30, REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees of Hillman Capital Management Investment Trust and Shareholders of The Hillman Advantage Equity Fund and The Hillman Focused Advantage Fund We have audited the accompanying statements of assets and liabilities of The Hillman Advantage Equity Fund and The Hillman Focused Advantage Fund, each a series of shares of Hillman Capital Management Investment Trust, including the schedules of investments, as of September 30, 2006, and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the two years in the period 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 financial highlights for each of the three years ended September 30, 2004 were audited by other auditors whose report dated November 2, 2004 expressed an unqualified opinion on such 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 audit 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 September 30, 2006 by correspondence with the custodian. 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 Hillman Advantage Equity Fund and The Hillman Focused Advantage Fund as of September 30, 2006, the results of their operations for the year then ended, and the changes in their net assets and their financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ BRIGGS, BUNTING & DOUGHERTY, LLP BRIGGS, BUNTING & DOUGHERTY, LLP Philadelphia, Pennsylvania November 3, 2006 Hillman Capital Management Funds Additional Information (Unaudited) ________________________________________________________________________________ 1. Proxy Voting Policies and Voting earned during the fiscal year Record represent qualifying dividends. A copy of the Trust's Proxy Voting and Dividends and distributions received Disclosure Policy and the Advisor's by retirement plans such as IRAs, Proxy Voting and Disclosure Policy are Keogh-type plans and 403(b) plans need included as Appendix B to the Funds' not be reported as taxable income. Statement of Additional Information However, many retirement plans may and is available, without charge, upon need this information for their annual request, by calling 1-800-773-3863. information reporting. Information regarding how the Funds voted proxies relating to portfolio 4. Information about Trustees and securities during the most recent Officers 12-month period ended June 30, is available (1) without charge, upon The business and affairs of the Funds request, by calling the Funds at the and the Trust are managed under the number above and (2) on the SEC's direction of the Trustees. Information website at http://www.sec.gov. concerning the Trustees and officers of the Trust and Funds is set forth 2. Quarterly Portfolio Holdings below. Generally, each Trustee and officer serves an indefinite term or The Funds file their complete schedule until certain circumstances such as of portfolio holdings with the SEC for their resignation, death, or otherwise the first and third quarters of each as specified in the Trust's fiscal year on From N-Q. The Funds' organizational documents. Any Trustee Form N-Q are available on the SEC's may be removed at a meeting of website at http://www.sec.gov. You may shareholders by a vote meeting the review and make copies at the SEC's requirements of the Trust's Public Reference Room in Washington, organizational documents. The D.C. You may also obtain copies after Statement of Additional Information of paying a duplicating fee by writing the Funds includes additional the SEC's Public Reference Section, information about the Trustees and Washington, D.C. 20549-0102 or by officers and is available, without electronic request to charge, upon request by calling the publicinfo@sec.gov, or is available Funds toll-free at 1-800-773-3863. The without charge, upon request, by address of each Trustee and officer, calling the Funds at 1-800-773-3863. unless otherwise indicated below, is Information on the operation of the 116 South Franklin Street, Rocky Public Reference Room may be obtained Mount, North Carolina 27804. The by calling the SEC at 202-942-8090. Independent Trustees received aggregate compensation of $5,700 3. Tax Information during the fiscal year ended September 30, 2006 from each Fund for their We are required to advise you within services to the Funds and Trust. The 60 days of the Funds' fiscal year-end Interested Trustee and officers did regarding the federal tax status of not receive compensation from the certain distributions received by Funds for their services to the Funds shareholders during each fiscal year. and Trust. The following information is provided for the Funds' fiscal year ending, September 30, 2006. During the fiscal year, the Advantage Equity Fund and Focused Advantage Fund paid a long-term capital gain distribution of $124,336, and $1,446,145, respectively. Individual shareholders are eligible for reduced tax rates on qualified dividend income. For the purposes of computing the dividends eligible for reduced tax rates, all of the dividends paid by the funds from ordinary income earned during the fiscal year are considered qualified dividend income. Corporate shareholders may exclude up to 70% of qualifying dividends. For the purposes of computing this exclusion, all of the dividends paid by the fund from ordinary income (Continued) Hillman Capital Management Funds Additional Information (Unaudited) ________________________________________________________________________________ - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Number of Portfolios in Position(s) Fund Complex Name, Age, held with Length of Principal Occupation(s) Overseen by Other Directorships and Address Fund/Trust Time Served During Past 5 Years Trustee Held by Trustee - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- INDEPENDENT TRUSTEES - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Jack E. Brinson, 74 Trustee Since 12/2000 Retired since January 2000; 2 Independent Trustee of Previously, President, Brinson the following - Gardner Investment Co. (personal Lewis Investment Trust investments) and President, Brinson for the three series of Chevrolet, Inc. (auto dealership). that trust; The Nottingham Investment Trust II for the six series of that trust; New Providence Investment Trust for the one series of that trust; and Tilson Investment Trust for the two series of that trust (all registered investment companies) - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Theo H. Pitt, Jr., 70 Trustee Since 12/2000 Senior Partner, Community Financial 2 Independent Trustee of and Institutions Consulting (bank the following - Gardner Chairman consulting) since 1997 and Account Lewis Investment Trust Administrator, Holden Wealth for the three series of Management Group of Wachovia that trust; and Tilson Securities (money management firm) Investment Trust for since September 2003. the two series of that trust (all registered investment companies) - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- INTERESTED TRUSTEE* - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Mark A. Hillman, 44 Trustee Trustee and President, Hillman Capital 2 None 7600 Wisconsin Avenue and President Management, Inc. (investment Suite 650 President since 12/2000 advisor to the Funds); previously, Bethesda, MD 20814 (Principal Chief Investment Officer, Menocal Executive Capital Management, Inc. Officer) (investment advisor). - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- * Basis of Interestedness. Mr. Hillman is an Interested Trustee because he is an officer of Hillman Capital Management, Inc., the investment advisor to the Funds. - ------------------------------------------------------------------------------------------------------------------------------------ OTHER OFFICERS - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Tracey L. Hendricks, 39** Assistant Since 12/2004 Chief Financial Officer of The n/a n/a Secretary Nottingham Company (administrator to the Funds) since August 2006; and Vice President of Financial Reporting, Tax, Internal Audit, and Compliance of The Nottingham Company since 2004; previously, Vice President of Special Projects of The Nottingham Company from 2001 to 2004. - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Fletcher D. Perkins, 28 Treasurer Since 12/2002 Analyst, Hillman Capital n/a n/a 7600 Wisconsin Avenue (Principal Management, Inc., since 2002; Suite 650 Financial Account Manager, Netivity Solutions Bethesda, MD 20814 Officer) (computer network service) from January 2001 to October 2001. - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- C. Frank Watson III, 36 Chief Since 5/2006 Manager, Fairview Investment n/a n/a 107 Glenwood Avenue Compliance Services, LLC (investment services) Raleigh, NC 27603 Officer since June 2005; previously, President and Chief Operating Officer, The Nottingham Company. - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- (Continued) Hillman Capital Management Funds Additional Information (Unaudited) ________________________________________________________________________________ - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- Julian G. Winters, 37** Secretary Secretary Vice President - Compliance n/a n/a and since Administration, The Nottingham Assistant 12/2004; Company. Treasurer Assistant Treasurer since 12/2002 - -------------------------- ------------ -------------- ------------------------------------- --------------- ----------------------- ** Ms. Hendricks and Mr. Winters are sister-in-law and brother-in-law. - ------------------------------------------------------------------------------------------------------------------------------------
(This page was intentionally left blank.) The Hillman Capital Management Mutual Funds are series of the Hillman Capital Management Investment Trust For Shareholder Service Inquiries: For Investment Advisor Inquiries: Documented: Documented: NC Shareholder Services Hillman Capital Management, Inc. 116 South Franklin Street 7600 Wisconsin Ave Post Office Drawer 4365 Suite 650 Rocky Mount, North Carolina 27803 Bethesda, Maryland 20814 Toll-Free Telephone: Toll-Free Telephone: 1-800-773-3863 1-800-773-3863 World Wide Web @: World Wide Web @: nottinghamco.com hillmancapital.com HILLMAN CAPITAL MANAGEMENT Item 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to its Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer(s), or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments during the period covered by this report. (d) The registrant has not granted, during the period covered by this report, any waivers, including an implicit waiver. (f)(1) A copy of the code of ethics that applies to the registrant's Principal Executive Officer and Principal Financial Officer is filed pursuant to Item 12.(a)(1) below. Item 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's board of directors has determined that the registrant does not have an audit committee financial expert serving on its audit committee. (a)(2) Not applicable. (a)(3) The registrant believes that the registrant's current audit committee has sufficient knowledge and experience to meet its obligations as an audit committee of the registrant, but the registrant's Board of Trustees has determined that it would consider naming or finding a qualified candidate who meets the requirements of an audit committee financial expert should there be a need or desire to appoint such a person in the future. Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees - Audit fees billed for the registrant for the last two fiscal years are reflected in the table below. These amounts represent aggregate fees billed by the registrant's independent accountant, Briggs, Bunting & Dougherty, LLP ("Accountant"), in connection with the annual audits of the registrant's financial statements and for services normally provided by the Accountant in connection with the registrant's statutory and regulatory filings. ------------------------------------------------- --------------- ------------- Fund 2005 2006 ------------------------------------------------- --------------- ------------- The Hillman Focused Advantage Fund (formerly The $11,500 $11,500 Hillman Aggressive Equity Fund) ------------------------------------------------- --------------- ------------- The Hillman Advantage Equity Fund (formerly The $12,500 $12,500 Hillman Total Return Fund) ------------------------------------------------- --------------- -------------
(b) Audit-Related Fees - There were no additional fees billed in the fiscal years ended September 30, 2005 and September 30, 2006 for assurance and related services by the Accountant that were reasonably related to the performance of the audit of the registrant's financial statements that were not reported under paragraph (a) of this Item. (c) Tax Fees - The tax fees billed in each of the last two fiscal years for professional services rendered by the Accountant for tax compliance, tax advice, and tax planning are reflected in the table below. These services were for the completion of each fund's federal, state, and excise tax returns and assistance with distribution calculations. ------------------------------------------------- --------------- ------------- Fund 2005 2006 ------------------------------------------------- --------------- ------------- The Hillman Focused Advantage Fund $1,500 $2,000 ------------------------------------------------- --------------- ------------- The Hillman Advantage Equity Fund $1,500 $2,000 ------------------------------------------------- --------------- -------------
(d) All Other Fees -There were no other fees billed by the Accountant which were not disclosed in Items (a) through (c) above during the last two fiscal years. (e)(1) The registrant's Board of Trustees pre-approved the engagement of the Accountant for the last two fiscal years at an audit committee meeting of the Board of Trustees called for such purpose and will pre-approve the Accountant for each fiscal year thereafter at an audit committee meeting called for such purpose. The charter of the audit committee states that the audit committee should pre-approve any audit services and, when appropriate, evaluate and pre-approve any non-audit services provided by the Accountant to the registrant and to pre-approve, when appropriate, any non-audit services provided by the Accountant to the registrant's investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant if the engagement relates directly to the operations and financial reporting of the registrant. (2) There were no services as described in each of paragraph (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not Applicable. (g) Aggregate non-audit fees billed by the Accountant to the registrant for services rendered during the fiscal years ended September 30, 2005 and 2006 were $3,000 and $4,000, respectively. There were no non-audit fees billed by the Accountant for services rendered to the registrant's investment adviser, or any other entity controlling, controlled by, or under common control with the registrant's investment adviser. (h) Not applicable. Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. Item 6. SCHEDULE OF INVESTMENTS. A copy of the schedule of investments of unaffiliated issuers as of the close of the reporting period 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. Not applicable. Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. Item 11. CONTROLS AND PROCEDURES. (a) The Principal Executive Officer and the Principal Financial Officer have concluded that the registrant's disclosure controls and procedures are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing of this report. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. EXHIBITS. (a)(1) Code of Ethics required by Item 2 of Form N-CSR is filed herewith as Exhibit 12.(a)(1). (a)(2) Certifications required by Item 12.(a)(2) of Form N-CSR are filed herewith as Exhibit 12.(a)(2). (a)(3) Not applicable. (b) Certifications required by Item 12.(b) of Form N-CSR are filed herewith as Exhibit 12.(b). SIGNATURES 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. Hillman Capital Management Investment Trust By: (Signature and Title) /s/ Mark A. Hillman ____________________________________ Mark A. Hillman, Trustee, President and Principal Executive Officer Date: November 23, 2006 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: (Signature and Title) /s/ Mark A. Hillman ____________________________________ Mark A. Hillman, Trustee, President and Principal Executive Officer Date: November 23, 2006 By: (Signature and Title) /s/ Fletcher D. Perkins ____________________________________ Fletcher D. Perkins, Treasurer and Principal Financial Officer Date: November 22, 2006 EX-99.CODE ETH 2 coe.txt CODE OF ETHCS FOR PRINCIPAL OFFICERS EXHIBIT 12.(a)(1) ----------------- HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS I. Covered Officers/Purpose of the Code This code of ethics (this "Code") for Hillman Capital Management Investment Trust (the "Trust") applies to the Trust's Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer(s) (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Trust; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interest in any material respect interferes with the interests of, or his service to, the Trust. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Trust. Certain conflicts of interest arise out of the relationships between Covered Officers and the Trust and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property, other than shares of beneficial interest of the Trust) with the Trust because of their status as "affiliated persons" of the Trust. The Trust's and the investment adviser's compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Trust and the investment adviser/administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Trust or for the adviser/administrator, or for both), be involved in establishing policies and implementing decisions that may have different effects on the adviser/administrator and the Trust. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Trust and the adviser/administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Trust's Board of Trustees ("Board") that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Trust. Each Covered Officer must: o not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust; o not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer to the detriment of the Trust; o not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; o report at least annually any affiliations or other relationships related to conflicts of interest that the Trust's Trustees and Officers Questionnaire covers. There are some conflict of interest situations that should always be discussed with the Audit Committee of the Trust ("Audit Committee") if such situations might have a material adverse effect on the Trust. Examples of these include: o service as a director/trustee on the board of any public company; o the receipt of non-nominal gifts (currently gifts in excess of $200.00); o the receipt of entertainment from any company with which the Trust has current or prospective business dealings, including investments in such companies, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety; 2 o any ownership interest in, or any consulting or employment relationship with, any of the Trust's service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. Disclosure and Compliance o each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust; o each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust's trustees and auditors, and to governmental regulators and self-regulatory organizations; o each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust (including, as appropriate, the Trust's Disclosure Control Committee) and the adviser/administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the SEC and in other public communications made by the Trust; and o it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code; o annually thereafter affirm to the Board that he has complied with the requirements of the Code; o not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith; and o notify the Chairman of the Audit Committee for the Trust promptly if he/she knows of any material violation of this Code. The Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret 3 this Code in any particular situation. In addition, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee. The Trust will follow the following procedures in investigating and enforcing this Code: o the compliance officer of the investment adviser to the Trust, Hillman Capital Management, Inc. (or such other Trust officer or other investigator as the Audit Committee may from time to time designate) (the "Investigator"), shall take appropriate action to investigate any potential violations reported to him; o if, after such investigation, the Investigator believes that no violation has occurred, the Investigator is not required to take any further action; o any matter that the Investigator believes is a violation will be reported to the Audit Committee; o if the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser/administrator or its board; or a recommendation to dismiss the Covered Officer; o the Audit Committee will be responsible for granting waivers, as appropriate; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. Any potential violation of this Code by the Investigator shall be reported to the Chairman of the Audit Committee and the Audit Committee shall appoint an alternate Trust officer or other investigator to investigate the matter. V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Trust, the Trust's adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Trust's and its investment adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code. 4 VI. Amendments Any material amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees. VII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or regulation or this Code, such matters shall not be disclosed to anyone other than the Board and the Audit Committee. VIII. Internal Use The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of the Trust, as to any fact, circumstance, or legal conclusion. Date: September 30, 2003 5 Exhibit A Persons Covered by this Code of Ethics -------------------------------------- Mark A. Hillman, President and Principal Executive Officer Fletcher D. Perkins, Treasurer and Principal Financial Officer 6 EX-99.CERT 3 cert302.txt SECTION 302 OFFICER CERTIFICATIONS EXHIBIT 12.(a)(2) ----------------- CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 I, Mark A. Hillman, certify that: 1. I have reviewed this report on Form N-CSR of Hillman Capital Management Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 23, 2006 /s/ Mark A. Hillman ____________________________________ Mark A. Hillman, Trustee, President, and Principal Executive Officer, Hillman Capital Management Investment Trust I, Fletcher D. Perkins, certify that: 1. I have reviewed this report on Form N-CSR of Hillman Capital Management Investment Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 22, 2006 /s/ Fletcher D. Perkins ____________________________________ Fletcher D. Perkins, Treasurer and Principal Financial Officer, Hillman Capital Management Investment Trust EX-99.906CERT 4 cert906.txt SECTION 906 OFFICER CERTIFICATIONS EXHIBIT 12.(b) -------------- HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual reports of The Hillman Focused Advantage Fund and The Hillman Advantage Equity Fund (the "Funds") of the Hillman Capital Management Investment Trust on Form N-CSR for the period ended September 30, 2006, as filed with the Securities and Exchange Commission (the "Report"), the undersigned, Mark A. Hillman, chief executive officer (or equivalent thereof) of the Funds, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Funds. Date: November 23, 2006 By: /s/ Mark A. Hillman _______________________________________ Mark A. Hillman Trustee, President, and Principal Executive Officer of the Hillman Capital Management Investment Trust A signed original of this written statement required by Section 906 has been provided to the Funds and will be retained by the Funds and furnished to the Securities and Exchange Commission or its staff upon request. This certification is being furnished to the Commission pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR with the Commission. HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual reports of The Hillman Focused Advantage Fund and The Hillman Advantage Equity Fund (the "Funds") of the Hillman Capital Management Investment Trust on Form N-CSR for the period ended September 30, 2006, as filed with the Securities and Exchange Commission (the "Report"), the undersigned, Fletcher D. Perkins, chief financial officer (or equivalent thereof) of the Funds, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Funds. Date: November 22, 2006 By: /s/ Fletcher D. Perkins _______________________________________ Fletcher D. Perkins Treasurer and Principal Financial Officer of the Hillman Capital Management Investment Trust A signed original of this written statement required by Section 906 has been provided to the Funds and will be retained by the Funds and furnished to the Securities and Exchange Commission or its staff upon request. This certification is being furnished to the Commission pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----