The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
(Unaudited)
|
||||||||||
As of March 31, 2012
|
||||||||||
Shares
|
Value (Note 1)
|
|||||||||
COMMON STOCKS - 96.82%
|
||||||||||
Energy - 9.23%
|
||||||||||
Exxon Mobil Corp.
|
6,600
|
$
|
572,418
|
|||||||
|
Transocean Ltd.
|
11,400
|
623,580
|
|||||||
1,195,998
|
||||||||||
Financials - 26.09%
|
||||||||||
|
American Express Co.
|
11,000
|
636,460
|
|||||||
Bank of America Corp.
|
75,700
|
724,071
|
||||||||
|
JPMorgan Chase & Co.
|
14,900
|
685,102
|
|||||||
The Goldman Sachs Group, Inc.
|
4,800
|
597,408
|
||||||||
|
The Western Union Co.
|
42,000
|
739,200
|
|||||||
3,382,241
|
||||||||||
Health Care - 9.44%
|
||||||||||
|
Johnson & Johnson
|
8,700
|
574,113
|
|||||||
Pfizer, Inc.
|
28,700
|
649,911
|
||||||||
1,224,024
|
||||||||||
Industrials - 18.94%
|
||||||||||
General Electric Co.
|
32,900
|
661,126
|
||||||||
|
Ingersoll-Rand PLC
|
15,200
|
628,672
|
|||||||
Raytheon Co.
|
11,500
|
606,970
|
||||||||
|
The Boeing Co.
|
7,500
|
557,850
|
|||||||
2,454,618
|
||||||||||
Information Technology - 28.63%
|
||||||||||
*
|
Apple, Inc.
|
1,200
|
719,460
|
|||||||
|
Cisco Systems, Inc.
|
30,400
|
642,960
|
|||||||
|
Hewlett-Packard Co.
|
20,500
|
488,515
|
|||||||
Microsoft Corp.
|
19,600
|
632,198
|
||||||||
Oracle Corp.
|
20,900
|
609,444
|
||||||||
|
Texas Instruments, Inc.
|
18,400
|
618,424
|
|||||||
3,711,001
|
||||||||||
Materials - 4.49%
|
||||||||||
|
EI du Pont de Nemours & Co.
|
11,000
|
581,790
|
|||||||
581,790
|
||||||||||
Total Common Stocks (Cost $11,643,731)
|
12,549,672
|
|||||||||
INVESTMENT COMPANY - 3.43%
|
||||||||||
§
|
Federated Prime Obligations Fund, 0.19%
|
444,104
|
444,104
|
|||||||
Total Investment Company (Cost $444,104)
|
444,104
|
|||||||||
(Continued)
|
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
(Unaudited)
|
||||||||||
As of March 31, 2012
|
||||||||||
Value (Note 1)
|
||||||||||
Total Value of Investments (Cost $12,087,835) - 100.25%
|
$
|
12,993,776
|
||||||||
Liabilities in Excess of Other Assets - (0.25)%
|
(32,221)
|
|||||||||
Net Assets - 100%
|
$
|
12,961,555
|
||||||||
*
|
Non-income producing investment
|
|||||||||
§
|
Represents 7 day effective yield
|
|||||||||
The following acronym is used in this portfolio:
|
||||||||||
PLC - Public Limited Company
|
||||||||||
Summary of Investments by Sector
|
||||||||||
% of Net
|
||||||||||
Sector
|
Assets
|
Value
|
||||||||
Energy
|
9.23%
|
$ 1,195,998
|
||||||||
Financials
|
26.09%
|
3,382,241
|
||||||||
Health Care
|
9.44%
|
1,224,024
|
||||||||
Industrials
|
18.94%
|
2,454,618
|
||||||||
Information Technology
|
28.63%
|
3,711,001
|
||||||||
Materials
|
4.49%
|
581,790
|
||||||||
Other
|
3.43%
|
444,104
|
||||||||
Total
|
100.25%
|
$ 12,993,776
|
||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||
Statement of Assets and Liabilities
|
||||||||
(Unaudited)
|
||||||||
As of March 31, 2012
|
||||||||
ASSETS
|
||||||||
Investments, at value (cost $12,087,835)
|
$ |
12,993,776
|
||||||
Receivables:
|
||||||||
Fund shares sold
|
1,692
|
|||||||
Dividends and interest
|
7,622
|
|||||||
TOTAL ASSETS
|
13,003,090
|
|||||||
LIABILITIES
|
||||||||
Payables:
|
||||||||
Fund shares repurchased
|
9,948
|
|||||||
Accrued expenses
|
||||||||
Advisory fees (note 2)
|
11,109
|
|||||||
Administration fees (note 2)
|
2,766
|
|||||||
Other expenses
|
17,712
|
|||||||
TOTAL LIABILITIES
|
41,535
|
|||||||
NET ASSETS
|
$ |
12,961,555
|
||||||
Net Assets Consist of:
|
||||||||
Capital
|
$39,875,778
|
|||||||
Undistributed net investment income
|
138,669
|
|||||||
Accumulated net realized loss on investments
|
(27,958,833)
|
|||||||
Net unrealized appreciation on investments
|
905,941
|
|||||||
Total Net Assets
|
$ |
12,961,555
|
||||||
PRICING OF SHARES
|
||||||||
No Load Shares outstanding, no par value (unlimited authorized shares)
|
907,364
|
|||||||
Net Assets
|
11,458,177
|
|||||||
Net Asset Value, Maximum Offering Price and Redemption Price Per Share
|
$ |
12.63
|
||||||
Class A Shares outstanding, no par value (unlimited authorized shares)
|
91,512
|
|||||||
Net Assets
|
1,157,695
|
|||||||
Net Asset Value, Offering Price and Redemption Price Per Share
|
$ |
12.65
|
||||||
Offering Price Per Share ($91,512 ÷ 94.25%)
|
$ |
13.42
|
||||||
Class C Shares outstanding, no par value (unlimited authorized shares)
|
27,878
|
|||||||
Net Assets
|
345,683
|
|||||||
Net Asset Value, Maximum Offering Price and Redemption Price Per Share (a)
|
$ |
12.40
|
||||||
See Notes to Financial Statements
|
||||||||
The Hillman Focused Advantage Fund
|
|||||||
Statement of Operations
|
|||||||
(Unaudited)
|
|||||||
For the six month period ended March 31, 2012
|
|||||||
INVESTMENT INCOME
|
|||||||
Dividends
|
$ |
149,698
|
|||||
TOTAL INVESTMENT INCOME
|
149,698
|
||||||
EXPENSES
|
|||||||
Advisory fees (note 2)
|
59,712
|
||||||
Administration fees (note 2)
|
14,867
|
||||||
Distribution and service fees - No Load Shares (note 3)
|
13,985
|
||||||
Distribution and service fees - Class A Shares (note 3)
|
555
|
||||||
Distribution and service fees - Class C Shares (note 3)
|
1,604
|
||||||
TOTAL EXPENSES
|
90,723
|
||||||
NET INVESTMENT INCOME
|
58,975
|
||||||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
|||||||
Net realized loss from investment transactions
|
(257,223)
|
||||||
Change in unrealized appreciation on investments
|
3,273,943
|
||||||
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
3,016,720
|
||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$ |
3,075,695
|
|||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
March 31,
|
September 30,
|
||||||||||
For the six month period and fiscal year ended
|
2012 (a)
|
2011
|
|||||||||
FROM OPERATIONS:
|
|||||||||||
Net investment income
|
$ |
58,975
|
$ |
79,694
|
|||||||
Net realized (loss) gain from investment transactions
|
(257,223)
|
688,835
|
|||||||||
|
Change in unrealized appreciation (depreciation) on investments
|
3,273,943
|
(1,197,268)
|
||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations
|
3,075,695
|
(428,739)
|
|||||||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
|||||||||||
Net investment income
|
|||||||||||
No Load Shares
|
-
|
(33,303)
|
|||||||||
Class A Shares
|
-
|
(880)
|
|||||||||
Class C Shares
|
-
|
(1,446)
|
|||||||||
Decrease in Net Assets Resulting from Distributions
|
-
|
(35,629)
|
|||||||||
FROM CAPITAL SHARE TRANSACTIONS:
|
|||||||||||
Decrease from Capital Share Transactions (b)
|
(1,274,501)
|
(2,865,482)
|
|||||||||
NET INCREASE (DECREASE) IN NET ASSETS
|
1,801,194
|
(3,329,850)
|
|||||||||
NET ASSETS:
|
|||||||||||
Beginning of Period
|
11,160,361
|
14,490,211
|
|||||||||
End of Period
|
$ |
12,961,555
|
$ |
11,160,361
|
|||||||
UNDISTRIBUTED NET INVESTMENT INCOME
|
$ |
138,669
|
$ |
79,694
|
|||||||
(a)
|
Unaudited.
|
||||||||||
(b)
|
A summary of capital share activity is shown on the following page.
|
||||||||||
(Continued)
|
The Hillman Focused Advantage Fund
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
Period ended
|
Year ended
|
||||||||||
March 31, 2012 (a)
|
September 30, 2011
|
||||||||||
Shares
|
Value
|
Shares
|
Value
|
||||||||
No Load Shares
|
|||||||||||
Shares sold
|
14,177
|
$ |
167,589
|
58,886
|
$ |
669,283
|
|||||
Reinvested distributions
|
-
|
-
|
2,794
|
32,075
|
|||||||
Shares repurchased
|
(196,861)
|
(2,245,433)
|
(286,446)
|
(3,359,941)
|
|||||||
Net increase (decrease)
|
(182,684)
|
$ |
(2,077,844)
|
(224,766)
|
$ |
(2,658,583)
|
|||||
Class A Shares
|
|||||||||||
Shares sold
|
79,146
|
$ |
940,519
|
1,179
|
$ |
14,377
|
|||||
Reinvested distributions
|
-
|
-
|
75
|
863
|
|||||||
Shares repurchased
|
(9,349)
|
(104,661)
|
(18,891)
|
(223,259)
|
|||||||
Net increase (decrease)
|
69,797
|
$ |
835,858
|
(17,637)
|
$ |
(208,019)
|
|||||
Class C Shares
|
|||||||||||
Shares sold
|
1,651
|
$ |
19,437
|
16,952
|
$ |
201,764
|
|||||
Reinvested distributions
|
-
|
-
|
127
|
1,446
|
|||||||
Shares repurchased
|
(4,604)
|
(51,952)
|
(18,090)
|
(202,090)
|
|||||||
Net increase (decrease)
|
(2,953)
|
$ |
(32,515)
|
(1,011)
|
$ |
1,120
|
|||||
Fund Summary
|
|||||||||||
Shares sold
|
94,974
|
$ |
1,127,545
|
77,017
|
$ |
885,424
|
|||||
Reinvested distributions
|
-
|
-
|
2,996
|
34,384
|
|||||||
Shares repurchased
|
(210,814)
|
(2,402,046)
|
(323,427)
|
(3,785,290)
|
|||||||
Net increase (decrease)
|
(115,840)
|
$ |
(1,274,501)
|
(243,414)
|
$ |
(2,865,482)
|
|||||
(a)
|
Unaudited.
|
||||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
No Load Shares
|
||||||||||||||||
For a Share Outstanding During the
|
March 31,
|
September 30,
|
||||||||||||||
Six Month Period and Fiscal Year Ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net asset value, beginning of period
|
$ |
9.77
|
$ |
10.46
|
$ |
9.68
|
$ |
9.76
|
$ |
16.15
|
$ |
15.26
|
||||
Income (loss) from investment operations
|
|
|||||||||||||||
Net investment income (loss)
|
0.07
|
0.07
|
0.04
|
0.13
|
0.20
|
0.09
|
||||||||||
Net realized and unrealized gains
|
||||||||||||||||
(losses) on securities
|
2.79
|
(0.73)
|
0.85
|
(0.11)
|
(5.17)
|
1.97
|
||||||||||
Total from investment operations
|
2.86
|
(0.66)
|
0.89
|
0.02
|
(4.97)
|
2.06
|
||||||||||
Less distributions:
|
||||||||||||||||
From net investment income
|
-
|
(0.03)
|
(0.11)
|
(0.06)
|
(0.17)
|
(0.13)
|
||||||||||
From net realized gains
|
-
|
-
|
-
|
(0.04)
|
(1.25)
|
(1.04)
|
||||||||||
Total distributions
|
-
|
(0.03)
|
(0.11)
|
(0.10)
|
(1.42)
|
(1.17)
|
||||||||||
Net asset value, end of period
|
$ |
12.63
|
$ |
9.77
|
$ |
10.46
|
$ |
9.68
|
$ |
9.76
|
$ |
16.15
|
||||
Total Return (d)(e)
|
29.27%
|
(6.38)%
|
9.15%
|
0.43%
|
(32.96)%
|
13.81%
|
||||||||||
Net assets, end of period (000's)
|
$ |
11,458
|
$ |
10,651
|
$ |
13,747
|
$ |
17,445
|
$ |
29,674
|
$ |
105,093
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.91%
|
2.89%
|
1.74%
|
1.71%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.05%
|
1.45%
|
1.48%
|
1.48%
|
|||||||||
Net investment income/(loss)
|
||||||||||||||||
to average net assets
|
1.02%
|
(b)
|
0.58%
|
0.23%
|
1.29%
|
0.98%
|
0.60%
|
|||||||||
Portfolio turnover rate
|
27.21%
|
(c)
|
16.10%
|
13.84%
|
29.79%
|
47.31%
|
37.86%
|
|||||||||
(a)
|
Unaudited.
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
Class A Shares
|
||||||||||||||||
For a Share Outstanding During the
|
March 31,
|
September 30,
|
||||||||||||||
Six Month Period and Fiscal Year Ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net asset value, beginning of period
|
$ |
9.79
|
$ |
10.47
|
$ |
9.70
|
$ |
9.78
|
$ |
16.21
|
$ |
15.31
|
||||
Income (loss) from investment operations
|
|
|||||||||||||||
Net investment income (loss)
|
(0.01)
|
0.09
|
0.01
|
0.08
|
0.18
|
0.06
|
||||||||||
Net realized and unrealized gains
|
||||||||||||||||
(losses) on securities
|
2.87
|
(0.74)
|
0.87
|
(0.06)
|
(5.17)
|
2.03
|
||||||||||
Total from investment operations
|
2.86
|
(0.65)
|
0.88
|
0.02
|
(4.99)
|
2.09
|
||||||||||
Less distributions:
|
||||||||||||||||
From net investment income
|
-
|
(0.03)
|
(0.11)
|
(0.06)
|
(0.19)
|
(0.15)
|
||||||||||
From net realized gains
|
-
|
-
|
-
|
(0.04)
|
(1.25)
|
(1.04)
|
||||||||||
Total distributions
|
-
|
(0.03)
|
(0.11)
|
(0.10)
|
(1.44)
|
(1.19)
|
||||||||||
Net asset value, end of period
|
$ |
12.65
|
$ |
9.79
|
$ |
10.47
|
$ |
9.70
|
$ |
9.78
|
$ |
16.21
|
||||
Total Return (d)(e)
|
29.21%
|
(6.28)%
|
9.04%
|
0.47%
|
(32.94)%
|
14.03%
|
||||||||||
Net assets, end of period (000's)
|
$ |
1,158
|
$ |
212
|
$ |
412
|
$ |
290
|
$ |
294
|
$ |
589
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.91%
|
2.89%
|
1.74%
|
1.71%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.13%
|
1.49%
|
1.48%
|
1.48%
|
|||||||||
Net investment income/(loss)
|
||||||||||||||||
to average net assets
|
0.75%
|
(b)
|
0.56%
|
0.13%
|
1.23%
|
1.17%
|
0.60%
|
|||||||||
Portfolio turnover rate
|
27.21%
|
(c)
|
16.10%
|
13.84%
|
29.79%
|
47.31%
|
37.86%
|
|||||||||
(a)
|
Unaudited.
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
Class C Shares
|
||||||||||||||||
For a Share Outstanding During the
|
March 31,
|
September 30,
|
||||||||||||||
Six Month Period and Fiscal Year Ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net asset value, beginning of period
|
$ |
9.63
|
$ |
10.40
|
$ |
9.69
|
$ |
9.78
|
$ |
16.15
|
$ |
15.33
|
||||
Income (loss) from investment operations
|
|
|||||||||||||||
Net investment income (loss)
|
0.02
|
(0.02)
|
(0.09)
|
0.04
|
0.06
|
0.01
|
||||||||||
Net realized and unrealized gains
|
||||||||||||||||
(losses) on securities
|
2.75
|
(0.70)
|
0.89
|
(0.06)
|
(5.11)
|
1.91
|
||||||||||
Total from investment operations
|
2.77
|
(0.72)
|
0.80
|
(0.02)
|
(5.05)
|
1.92
|
||||||||||
Less distributions:
|
||||||||||||||||
From net investment income
|
-
|
(0.05)
|
(0.09)
|
(0.03)
|
(0.07)
|
(0.06)
|
||||||||||
From net realized gains
|
-
|
-
|
-
|
(0.04)
|
(1.25)
|
(1.04)
|
||||||||||
Total distributions
|
-
|
(0.05)
|
(0.09)
|
(0.07)
|
(1.32)
|
(1.10)
|
||||||||||
Net asset value, end of period
|
$ |
12.40
|
$ |
9.63
|
$ |
10.40
|
$ |
9.69
|
$ |
9.78
|
$ |
16.15
|
||||
Total Return (d)(e)
|
28.76%
|
(7.03)%
|
8.24%
|
(0.06)%
|
(33.45)%
|
13.01%
|
||||||||||
Net assets, end of period (000's)
|
$ |
346
|
$ |
297
|
$ |
331
|
$ |
359
|
$ |
304
|
$ |
592
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
2.25%
|
(b)
|
2.25%
|
3.66%
|
3.64%
|
2.49%
|
2.44%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
2.25%
|
(b)
|
2.25%
|
2.81%
|
2.20%
|
2.21%
|
2.21%
|
|||||||||
Net investment income/(loss)
|
||||||||||||||||
to average net assets
|
0.27%
|
(b)
|
(0.15)%
|
(0.54)%
|
0.45%
|
0.38%
|
(0.13)%
|
|||||||||
Portfolio turnover rate
|
27.21%
|
(c)
|
16.10%
|
13.84%
|
29.79%
|
47.31%
|
37.86%
|
|||||||||
(a)
|
Unaudited.
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
See Notes to Financial Statements
|
|
Level 1: quoted prices in active markets for identical securities
|
|
Level 2: other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)
|
|
Level 3: significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments)
|
Investments in Securities
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Assets
|
||||||||
Common Stocks
|
$
|
12,549,672
|
$
|
12,549,672
|
$
|
-
|
$
|
-
|
Investment Company
|
444,104
|
- -
|
444,104
|
-
|
||||
Total Assets
|
$
|
12,993,776
|
$
|
12,549,672
|
$
|
444,104
|
$
|
-
|
Class
|
Incurred
|
Waived
|
No Load Shares
|
$13,985
|
-
|
Class A Shares
|
555
|
-
|
Class C Shares
|
1,604
|
-
|
Six Month
Period Ended
|
Purchases of
Securities
|
Proceeds from
Sales of Securities
|
March 31, 2012
|
$3,151,543
|
$4,514,576
|
Distributions from
|
||
For the six month period or fiscal year ended
|
Ordinary Income
|
Long-Term
Capital Gains
|
03/31/2012
|
$ -
|
$ -
|
09/30/2011(a)
|
35,629
|
-
|
09/30/2010(a)
|
188,027
|
-
|
(a)
|
audited
|
Cost of Investments
|
$
|
12,087,835
|
Unrealized Appreciation
|
$
|
1,987,694
|
Unrealized Depreciation
|
(1,081,753)
|
|
Net Unrealized Appreciation
|
905,941
|
(i)
|
In considering the nature, extent, and quality of the services provided by the Advisor to the Funds, the Trustees considered the responsibilities of the Advisor under the Investment Advisory Agreement. The Trustees reviewed the services being provided by the Advisor to the Funds including, without limitation, the quality of its investment advisory services since each Fund’s inception (including research and recommendations with respect to portfolio securities); its procedures for formulating investment recommendations and assuring compliance with each Fund’s investment objectives and limitations; its coordination of services for the Funds among the Funds’ service providers; and its efforts to promote the Funds, grow the Funds’ assets, and assist in the distribution of Fund shares. The Trustees noted that the Advisor seeks to achieve each Fund’s investment objectives by investing primarily in common stocks of U.S. companies that the Advisor believes have qualitative and quantitative competitive advantages and have temporarily fallen out of favor for reasons that are considered non-recurring or short-term; whose value is not currently well known; or whose value is not fully recognized by the public. The Trustees further noted that the Trust’s president/principal executive officer and treasurer/principal financial officer were either employees of the Advisor or retained by the Advisor and serve the Funds without additional compensation from the Funds. After reviewing the foregoing information and further information in the memorandum from the Advisor (e.g., descriptions of the Advisor’s business, the Advisor’s compliance programs, and the Advisor’s Form ADV), the Board of Trustees concluded that the nature, extent, and quality of the services provided by the Advisor were satisfactory and adequate for the Funds.
|
(ii)
|
In considering the investment performance of the Funds and the Advisor, the Trustees compared the performance of each Fund with the performance of its benchmark index, comparable funds with similar objectives managed by other investment advisors, and applicable peer group data (e.g., Bloomberg peer group averages). The Trustees noted that the returns for the year-to-date, one-year, three-year, five-year, and ten-year periods ended October 30, 2011 were -5.57, 1.07%, 11.99%, -3.41%, and 5.69%, respectively, for the No Load Shares of the Hillman Focused Advantage Fund and -1.03, 3.04%, 12.27%, -0.79%, and 5.32%, respectively, for the No Load Shares of the Hillman Advantage Equity Fund. The Trustees compared these returns to those of the comparable funds and the peer group average. The Trustees also noted that for the one-year period ended September 30, 2011, the No Load Shares of the Hillman Focused Advantage Fund returned -6.35%, lagging the overall composite return for the Advisor’s separately managed accounts by 111 basis points, and the No Load Shares of the Hillman Advantage Equity Fund returned 4.06%, lagging the overall composite return for the Advisor’s separately managed accounts by 2 basis points. The Trustees also considered the consistency of the Advisor’s management of each Fund with its investment objective and policies. After reviewing the short and long-term investment performance of the Funds, the Advisor’s experience managing the Funds and other advisory accounts, the Advisor’s historical investment performance, and other factors, the Board of Trustees concluded that the investment performance of the Funds and the Advisor was satisfactory.
|
(iii)
|
In considering the costs of the services to be provided and profits to be realized by the Advisor and its affiliates from the relationship with the Funds, including any benefits derived or to be derived by the Advisor from the relationship with the Funds, the Trustees considered the Advisor’s staffing, personnel, and methods of operating; the education and experience of the Advisor’s personnel; the Advisor’s compliance policies and procedures; the financial condition of the Advisor; the level of commitment to the Funds and the Advisor by the principals of the Advisor; the asset level of each Fund; and the overall expenses of each Fund, including certain prior fee waivers and reimbursements by the Advisor on behalf of the Funds and the nature and frequency of advisory fee payments. The Trustees reviewed the financial statements for the Advisor and discussed the financial stability and profitability of the firm. The Trustees noted that the Advisor either makes payments to the Administrator or directly pays for certain expenses of the Fund under an Operating Plan in order to help limit the Fund’s annual operating expenses. The Trustees also considered potential benefits for the Advisor in managing the Funds, including promotion of the Advisor’s name, the ability for the Advisor to place small accounts into the Funds, and the potential for the Advisor to generate soft dollars from certain of the Funds’ trades that may benefit the Advisor’s other clients as well. The Trustees then compared the fees and expenses of each Fund (including the management fee) to other funds comparable in terms of the type of fund, the nature of its investment strategy, and its style of investment management, among other factors. With respect to each Fund, the Trustees determined that the management fee was higher than the comparable funds and the net expense ratio was higher than some of the comparable funds and lower than others. The Trustees also determined that each Fund’s management fee and net expense ratio were higher than its peer group average. The Trustees noted that each Fund was much smaller in size than its peer group average. Following this comparison and upon further consideration and discussion of the foregoing, the Board of Trustees concluded that the fees to be paid to the Advisor by the Funds were fair and reasonable in relation to the nature and quality of the services provided by the Advisor and that they reflected charges that were within a range of what could have been negotiated at arm’s length.
|
(iv)
|
In considering the extent to which economies of scale would be realized as the Funds grow and whether the advisory fee levels reflect these economies of scale for the benefit of the Funds’ investors, the Trustees considered each Fund’s fee arrangements with the Advisor. The Trustees noted that although the maximum management fee would stay the same regardless of the Funds’ asset levels, the Advisor had agreed to make payments to the Administrator at lower asset levels in order to help limit the Funds’ expenses. The Trustees pointed out that the Funds would benefit from economies of scale under agreements with service providers other than the Advisor. In particular, it was noted that the Funds’ agreement with the Administrator would determine the Funds’ gross expenses and that this agreement utilized breakpoints in its fee schedule that allowed the Funds’ shareholders to benefit from economies of scale. Following further discussion of the Funds’ asset levels, expectations for growth, and fee levels, the Board of Trustees determined that the Funds’ fee arrangements were fair and reasonable in relation to the nature and quality of the services provided by the Advisor.
|
(v)
|
In considering the Advisor’s practices regarding brokerage and portfolio transactions, the Trustees considered the Advisor’s standards, and performance in utilizing those standards, for seeking best execution for Fund portfolio transactions. The Trustees also considered the portfolio turnover rate for the Funds; the process by which evaluations are made of the overall reasonableness of commissions paid; the method and basis for selecting and evaluating the broker-dealers used; any anticipated allocation of portfolio business to persons affiliated with the Advisor; and the extent to which the Funds allocate portfolio business to broker-dealers who provide research, statistical, or other services (“soft dollars”). The Trustees noted, among other things, that the Fund rarely trades blocks of shares which require special handling and that the average commission rate for the Fund was under $0.02 per share. After further review and discussion, the Board of Trustees determined that the Advisor’s practices regarding brokerage and portfolio transactions were satisfactory.
|
(vi)
|
In considering the Advisor’s practices regarding possible conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Funds; the basis of decisions to buy or sell securities for the Funds and/or the Advisor’s other accounts; the method for bunching of portfolio securities transactions; and the substance and administration of the Advisor’s code of ethics. Following further consideration and discussion, the Board of Trustees indicated that the Advisor’s standards and practices relating to the identification and mitigation of possible conflicts of interests were satisfactory.
|
Beginning
Account Value
10/01/11
|
Ending
Account Value
03/31/12
|
Expenses Paid
During Period*
10/01/11-03/31/12
|
Annualized Expense
Ratio During Period
10/01/11 – 03/31/12
|
||||
No Load Shares
|
$1,000.00
|
$1,292.70
|
$8.57
|
1.50%
|
|||
Class A Shares
|
$1,000.00
|
$1,292.10
|
$8.57
|
1.50%
|
|||
Class C Shares
|
$1,000.00
|
$1,287.60
|
$12.83
|
2.25%
|
*
|
Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the semi-annual period).
|
Beginning
Account Value
10/01/11
|
Ending
Account Value
03/31/12
|
Expenses Paid
During Period*
10/01/11-03/31/12
|
Annualized Expense
Ratio During Period
10/01/11 – 03/31/12
|
||||
No Load Shares
|
$1,000.00
|
$1,017.45
|
$7.54
|
1.50%
|
|||
Class A Shares
|
$1,000.00
|
$1,017.45
|
$7.54
|
1.50%
|
|||
Class C Shares
|
$1,000.00
|
$1,013.71
|
$11.30
|
2.25%
|
*
|
Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the semi-annual period).
|
Hillman Capital Management Investment Trust
|
|
For Shareholder Service Inquiries:
|
For Investment Advisor Inquiries:
|
Documented:
|
Documented:
|
Nottingham Shareholder Services, LLC
|
Hillman Capital Management, Inc.
|
116 South Franklin Street
|
4350 East West Highway
|
Post Office Drawer 4365
|
Suite 502
|
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 @:
ncfunds.com
|
World Wide Web @:
hillmancapital.com
|
The Hillman Advantage Equity Fund
|
|||||||||
Schedule of Investments
|
|||||||||
(Unaudited)
|
|||||||||
As of March 31, 2012
|
|||||||||
Shares
|
Value (Note 1)
|
||||||||
COMMON STOCKS - 97.65%
|
|||||||||
Consumer Discretionary - 8.68%
|
|||||||||
*
|
Apollo Group, Inc.
|
7,800
|
$
|
301,392
|
|||||
Best Buy Co., Inc.
|
11,100
|
262,848
|
|||||||
Staples, Inc.
|
19,300
|
312,467
|
|||||||
The Walt Disney Co.
|
6,900
|
302,082
|
|||||||
1,178,789
|
|||||||||
Consumer Staples - 10.34%
|
|||||||||
Campbell Soup Co.
|
8,600
|
291,110
|
|||||||
HJ Heinz Co.
|
5,500
|
294,470
|
|||||||
Sysco Corp.
|
9,400
|
280,496
|
|||||||
The Clorox Co.
|
4,100
|
281,732
|
|||||||
Wal-Mart Stores, Inc.
|
4,200
|
257,040
|
|||||||
1,404,848
|
|||||||||
Energy - 4.06%
|
|||||||||
Exxon Mobil Corp.
|
3,200
|
277,536
|
|||||||
Transocean Ltd.
|
5,020
|
274,594
|
|||||||
552,130
|
|||||||||
Financials - 18.92%
|
|||||||||
The Allstate Corp.
|
9,500
|
312,740
|
|||||||
American Express Co.
|
5,700
|
329,802
|
|||||||
Bank of America Corp.
|
33,600
|
321,384
|
|||||||
The Goldman Sachs Group, Inc.
|
2,600
|
323,596
|
|||||||
JPMorgan Chase & Co.
|
7,400
|
340,252
|
|||||||
Visa, Inc. - Cl. A
|
2,700
|
318,627
|
|||||||
Wells Fargo & Co.
|
9,500
|
324,330
|
|||||||
The Western Union Co.
|
17,100
|
300,960
|
|||||||
2,571,691
|
|||||||||
Health Care - 12.26%
|
|||||||||
Amgen, Inc.
|
3,900
|
265,083
|
|||||||
Becton Dickinson and Co.
|
3,700
|
287,416
|
|||||||
Johnson & Johnson
|
4,200
|
277,158
|
|||||||
*
|
Laboratory Corp of America Holdings
|
2,900
|
265,466
|
||||||
Merck & Co., Inc.
|
7,200
|
276,480
|
|||||||
Pfizer, Inc.
|
13,000
|
294,385
|
|||||||
1,665,988
|
|||||||||
Industrials - 15.30%
|
|||||||||
Ingersoll-Rand PLC
|
7,700
|
318,472
|
|||||||
General Electric Co.
|
14,700
|
295,397
|
|||||||
Honeywell International, Inc.
|
4,900
|
299,145
|
|||||||
Parker Hannifin Corp.
|
3,500
|
295,680
|
|||||||
(Continued)
|
The Hillman Advantage Equity Fund
|
|||||||||
Schedule of Investments
|
|||||||||
(Unaudited)
|
|||||||||
As of March 31, 2012
|
|||||||||
Shares
|
Value (Note 1)
|
||||||||
Industrials - 15.30% - continued
|
|||||||||
Raytheon Co.
|
5,700
|
$
|
300,846
|
||||||
The Boeing Co.
|
3,700
|
275,206
|
|||||||
3M Co.
|
3,300
|
294,228
|
|||||||
2,078,974
|
|||||||||
Information Technology - 23.88%
|
|||||||||
*
|
Apple, Inc.
|
500
|
299,775
|
||||||
Automatic Data Processing, Inc.
|
5,300
|
292,507
|
|||||||
Cisco Systems, Inc.
|
14,400
|
304,560
|
|||||||
*
|
Google, Inc. - Cl. A
|
500
|
320,621
|
||||||
Hewlett-Packard Co.
|
10,300
|
245,449
|
|||||||
Intel Corp.
|
10,800
|
303,642
|
|||||||
International Business Machines Corp.
|
1,500
|
313,170
|
|||||||
Microsoft Corp.
|
9,100
|
293,520
|
|||||||
Oracle Corp.
|
10,100
|
294,516
|
|||||||
Texas Instruments, Inc.
|
9,000
|
302,490
|
|||||||
*
|
Yahoo!, Inc.
|
18,000
|
273,960
|
||||||
3,244,210
|
|||||||||
Materials - 4.21%
|
|||||||||
EI du Pont de Nemours & Co.
|
5,700
|
301,473
|
|||||||
Nucor Corp.
|
6,300
|
270,459
|
|||||||
571,932
|
|||||||||
Total Common Stocks (Cost $10,983,827)
|
13,268,562
|
||||||||
INVESTMENT COMPANY - 3.15%
|
|||||||||
§
|
Federated Prime Obligations Fund, 0.19%
|
428,014
|
428,014
|
||||||
Total Investment Company (Cost $428,014)
|
428,014
|
||||||||
Total Value of Investments (Cost $11,411,841) - 100.80%
|
$
|
13,696,576
|
|||||||
Liabilities in Excess of Other Assets - (0.80)%
|
(109,117)
|
||||||||
Net Assets - 100%
|
$
|
13,587,459
|
|||||||
*
|
Non-income producing investment
|
||||||||
§
|
Represents 7 day effective yield
|
||||||||
The following acronym is used in this portfolio:
|
|||||||||
PLC - Public Limited Company (British)
|
|||||||||
(Continued)
|
The Hillman Advantage Equity Fund
|
|||||||||
Schedule of Investments
|
|||||||||
(Unaudited)
|
|||||||||
As of March 31, 2012
|
|||||||||
Summary of Investments by Sector
|
|||||||||
% of Net
|
|||||||||
Sector
|
Assets
|
Value
|
|||||||
Consumer Discretionary
|
8.68%
|
$
|
1,178,789
|
||||||
Consumer Staples
|
10.34%
|
1,404,848
|
|||||||
Energy
|
4.06%
|
552,130
|
|||||||
Financials
|
18.92%
|
2,571,691
|
|||||||
Health Care
|
12.26%
|
1,665,988
|
|||||||
Industrials
|
15.30%
|
2,078,974
|
|||||||
Information Technology
|
23.88%
|
3,244,210
|
|||||||
Materials
|
4.21%
|
571,932
|
|||||||
Other
|
3.15%
|
428,014
|
|||||||
Total
|
100.80%
|
$
|
13,696,576
|
||||||
See Notes to Financial Statements
|
The Hillman Advantage Equity Fund
|
||||||||
Statement of Assets and Liabilities
|
||||||||
(Unaudited)
|
||||||||
As of March 31, 2012
|
||||||||
ASSETS:
|
||||||||
Investments, at value (cost $11,411,841)
|
$
|
13,696,576
|
||||||
Receivables:
|
||||||||
Fund shares sold
|
1,266
|
|||||||
Dividends and interest
|
19,721
|
|||||||
TOTAL ASSETS
|
13,717,563
|
|||||||
LIABILITIES:
|
||||||||
Payables:
|
||||||||
Investments purchased
|
103,817
|
|||||||
Accrued expenses
|
26,287
|
|||||||
TOTAL LIABILITIES
|
130,104
|
|||||||
NET ASSETS
|
$
|
13,587,459
|
||||||
Net Assets Consist of:
|
||||||||
Capital
|
$
|
12,634,568
|
||||||
Undistributed net investment income
|
41,058
|
|||||||
Accumulated net realized loss on investments
|
(1,372,902)
|
|||||||
Net unrealized appreciation on investments
|
2,284,735
|
|||||||
Total Net Assets
|
$
|
13,587,459
|
||||||
PRICING OF SHARES
|
||||||||
No Load Shares outstanding, no par value (unlimited authorized shares)
|
1,052,841
|
|||||||
Net Assets
|
13,558,352
|
|||||||
Net Asset Value, Maximum Offering Price and Redemption Price Per Share
|
$
|
12.88
|
||||||
Class A Shares outstanding, no par value (unlimited authorized shares)
|
1,441
|
|||||||
Net Assets
|
18,990
|
|||||||
Net Asset Value and Redemption Price Per Share
|
$
|
13.18
|
||||||
Offering Price Per Share ($1,441.00 ÷ 94.25%)
|
$
|
13.98
|
||||||
Class C Shares outstanding, no par value (unlimited authorized shares)
|
782
|
|||||||
Net Assets
|
10,117
|
|||||||
Net Asset Value, Maximum Offering Price and Redemption Price Per Share
|
$
|
12.94
|
||||||
See Notes to Financial Statements
|
||||||||
The Hillman Advantage Equity Fund
|
|||||||
Statement of Operations
|
|||||||
(Unaudited)
|
|||||||
For the six month period Ended March 31, 2012
|
|||||||
INVESTMENT INCOME
|
|||||||
Dividends
|
$
|
141,184
|
|||||
TOTAL INVESTMENT INCOME
|
141,184
|
||||||
EXPENSES
|
|||||||
Advisory fees (note 2)
|
58,658
|
||||||
Administration fees (note 2)
|
14,606
|
||||||
Distribution and service fees - No Load Shares (note 3)
|
14,670
|
||||||
Distribution and service fees - Class A Shares (note 3)
|
7
|
||||||
Distribution and service fees - Class C Shares (note 3)
|
46
|
||||||
TOTAL EXPENSES
|
87,987
|
||||||
NET INVESTMENT INCOME
|
53,197
|
||||||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
|||||||
Net realized gain from investment transactions
|
399,720
|
||||||
Change in unrealized appreciation on investments
|
2,093,707
|
||||||
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
2,493,427
|
||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
2,546,624
|
|||||
See Notes to Financial Statements
|
The Hillman Advantage Equity Fund
|
||||||||||||
Statements of Changes in Net Assets
|
||||||||||||
March 31,
|
September 30,
|
|||||||||||
For the six month period and fiscal year ended
|
2012(a)
|
2011
|
||||||||||
FROM OPERATIONS:
|
||||||||||||
Net investment income
|
$
|
53,197
|
$
|
55,104
|
||||||||
Net realized gain from investment transactions
|
399,720
|
807,952
|
||||||||||
|
Change in unrealized appreciation (depreciation) on investments
|
2,093,707
|
(1,202,453)
|
|||||||||
Net Increase in Net Assets Resulting from Operations
|
2,546,624
|
(339,397)
|
||||||||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||||||
Net investment income
|
||||||||||||
No Load Shares
|
(67,193)
|
-
|
||||||||||
Class A Shares
|
(11)
|
-
|
||||||||||
Class C Shares
|
(39)
|
-
|
||||||||||
Decrease in Net Assets Resulting from Distributions
|
(67,243)
|
-
|
||||||||||
FROM CAPITAL SHARE TRANSACTIONS:
|
||||||||||||
Increase (Decrease) from Capital Share Transactions (b)
|
1,144,816
|
(1,056,208)
|
||||||||||
NET INCREASE (DECREASE) IN NET ASSETS
|
3,624,197
|
(1,395,605)
|
||||||||||
NET ASSETS:
|
||||||||||||
Beginning of Period
|
9,963,262
|
11,358,867
|
||||||||||
End of Period
|
13,587,459
|
9,963,262
|
||||||||||
UNDISTRIBUTED NET INVESTMENT INCOME
|
41,058
|
55,104
|
||||||||||
(a)
|
Unaudited.
|
|||||||||||
(b)
|
A summary of capital share activity is shown on the following page.
|
|||||||||||
(Continued) |
The Hillman Advantage Equity Fund
|
||||||||||||
Statements of Changes in Net Assets
|
||||||||||||
Period ended
|
Year ended
|
|||||||||||
March 31, 2012 (a)
|
September 30, 2011
|
|||||||||||
Shares
|
Value
|
Shares
|
Value
|
|||||||||
No Load Shares
|
||||||||||||
Shares sold
|
163,157
|
$ |
1,941,694
|
78,978
|
$ |
933,557
|
||||||
Reinvested distributions
|
5,820
|
66,988
|
-
|
-
|
||||||||
Shares repurchased
|
(72,848)
|
(880,209)
|
(166,639)
|
(1,963,303)
|
||||||||
Net increase (decrease)
|
96,129
|
$ |
1,128,473
|
(87,661)
|
$ |
(1,029,746)
|
||||||
Class A Shares
|
||||||||||||
Shares sold
|
1,282
|
$ |
16,292
|
158
|
$ |
2,000
|
||||||
Reinvested distributions
|
1
|
12
|
-
|
-
|
||||||||
Shares repurchased
|
-
|
-
|
(943)
|
(11,913)
|
||||||||
Net increase (decrease)
|
1,283
|
$ |
16,304
|
(785)
|
$ |
(9,913)
|
||||||
Class C Shares
|
||||||||||||
Shares sold
|
-
|
$ |
-
|
562
|
$ |
7,000
|
||||||
Reinvested distributions
|
3
|
39
|
-
|
-
|
||||||||
Shares repurchased
|
-
|
-
|
(1,882)
|
(23,549)
|
||||||||
Net increase (decrease)
|
3
|
$ |
39
|
(1,320)
|
$ |
(16,549)
|
||||||
Fund Summary
|
||||||||||||
Shares sold
|
164,439
|
$ |
1,957,986
|
79,698
|
$ |
942,557
|
||||||
Reinvested distributions
|
5,824
|
67,039
|
-
|
-
|
||||||||
Shares repurchased
|
(72,848)
|
(880,209)
|
(169,464)
|
(1,998,765)
|
||||||||
Net increase (decrease)
|
97,415
|
$ |
1,144,816
|
(89,766)
|
$ |
(1,056,208)
|
||||||
(a)
|
Unaudited.
|
|||||||||||
See Notes to Financial Statements
|
The Hillman Advantage Equity Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
No Load Shares
|
||||||||||||||||
For a share outstanding during the
|
March 31,
|
September 30,
|
||||||||||||||
six month period or fiscal year ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net Asset Value, Beginning of Period
|
$
|
10.40
|
$
|
10.84
|
$
|
9.99
|
$
|
9.87
|
$
|
14.24
|
$
|
13.75
|
||||
Income (Loss) from Investment Operations
|
|
|||||||||||||||
Net investment income (loss)
|
0.18
|
0.06
|
(0.05)
|
0.09
|
0.12
|
0.07
|
||||||||||
Net realized and unrealized gain (loss)
|
||||||||||||||||
on securities
|
2.37
|
(0.50)
|
0.93
|
0.16
|
(3.48)
|
1.53
|
||||||||||
Total from Investment Operations
|
2.55
|
(0.44)
|
0.88
|
0.25
|
(3.36)
|
1.60
|
||||||||||
Less Distributions:
|
||||||||||||||||
Dividends (from net investment income)
|
(0.07)
|
-
|
(0.03)
|
(0.09)
|
(0.11)
|
(0.09)
|
||||||||||
Distributions (from capital gains)
|
-
|
-
|
-
|
(0.04)
|
(0.90)
|
(1.02)
|
||||||||||
Total Distributions
|
(0.07)
|
-
|
(0.03)
|
(0.13)
|
(1.01)
|
(1.11)
|
||||||||||
Net Asset Value, End of Period
|
$
|
12.88
|
$
|
10.40
|
$
|
10.84
|
$
|
9.99
|
$
|
9.87
|
$
|
14.24
|
||||
Total Return (d)(e)
|
24.61%
|
(4.06)%
|
8.85%
|
2.96%
|
(25.05)%
|
11.99%
|
||||||||||
Net Assets, End of Period (in thousands)
|
$
|
13,558
|
$
|
9,953
|
$
|
11,325
|
$
|
11,192
|
$
|
14,408
|
$
|
25,950
|
||||
Average Net Assets for the Period
|
||||||||||||||||
(in thousands)
|
$
|
11,801
|
$
|
11,677
|
$
|
11,840
|
$
|
9,885
|
$
|
19,919
|
$
|
25,544
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
3.61%
|
3.78%
|
2.66%
|
2.40%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.46%
|
1.45%
|
1.48%
|
1.49%
|
|||||||||
Net Investment Income/(Loss)
|
||||||||||||||||
to Average Net Assets
|
0.91%
|
(b)
|
0.47%
|
(0.36)%
|
1.10%
|
0.86%
|
0.51%
|
|||||||||
Portfolio turnover rate
|
15.48%
|
(c)
|
13.40%
|
17.89%
|
52.28%
|
33.61%
|
12.18%
|
|||||||||
(a)
|
Unaudited
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
(Continued)
|
The Hillman Advantage Equity Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
Class A Shares
|
||||||||||||||||
For a share outstanding during the
|
March 31,
|
September 30,
|
||||||||||||||
six month period or fiscal year ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net Asset Value, Beginning of Period
|
$
|
10.64
|
$
|
11.05
|
$
|
10.18
|
$
|
9.96
|
$
|
14.38
|
$
|
13.79
|
||||
Income (Loss) from Investment Operations
|
|
|||||||||||||||
Net investment income (loss)
|
(0.04)
|
0.15
|
(0.08)
|
0.15
|
0.09
|
0.10
|
||||||||||
Net realized and unrealized gain (loss)
|
||||||||||||||||
on securities
|
2.65
|
(0.56)
|
0.97
|
0.20
|
(3.48)
|
1.55
|
||||||||||
Total from Investment Operations
|
2.61
|
(0.41)
|
0.89
|
0.35
|
(3.39)
|
1.65
|
||||||||||
Less Distributions:
|
||||||||||||||||
Dividends (from net investment income)
|
(0.07)
|
-
|
(0.02)
|
(0.09)
|
(0.13)
|
(0.04)
|
||||||||||
Distributions (from capital gains)
|
-
|
-
|
-
|
(0.04)
|
(0.90)
|
(1.02)
|
||||||||||
Total Distributions
|
(0.07)
|
-
|
(0.02)
|
(0.13)
|
(1.03)
|
(1.06)
|
||||||||||
Net Asset Value, End of Period
|
$
|
13.18
|
$
|
10.64
|
$
|
11.05
|
$
|
10.18
|
$
|
9.96
|
$
|
14.38
|
||||
Total Return (d)(e)
|
24.52%
|
(3.71)%
|
8.78%
|
3.94%
|
(25.01)%
|
12.36%
|
||||||||||
Net Assets, End of Period (in thousands)
|
$
|
19
|
$
|
2
|
$
|
10
|
$
|
10
|
$
|
60
|
$
|
12
|
||||
Average Net Assets for the Period
|
||||||||||||||||
(in thousands)
|
$
|
6
|
$
|
5
|
$
|
21
|
$
|
11
|
$
|
75
|
$
|
12
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
3.61%
|
3.78%
|
2.66%
|
2.15%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
1.50%
|
(b)
|
1.50%
|
2.01%
|
1.24%
|
1.46%
|
1.24%
|
|||||||||
Net Investment Income/(Loss)
|
||||||||||||||||
to Average Net Assets
|
0.90%
|
(b)
|
0.47%
|
0.11%
|
1.23%
|
0.90%
|
0.76%
|
|||||||||
Portfolio turnover rate
|
15.48%
|
(c)
|
13.40%
|
17.89%
|
52.28%
|
33.61%
|
12.18%
|
|||||||||
(a)
|
Unaudited
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
(Continued)
|
The Hillman Advantage Equity Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
Class C Shares
|
||||||||||||||||
For a share outstanding during the
|
March 31,
|
September 30,
|
||||||||||||||
six month period or fiscal year ended
|
2012(a)
|
|
2011
|
|
2010
|
|
2009
|
2008
|
2007
|
|||||||
Net Asset Value, Beginning of Period
|
$
|
10.47
|
$
|
11.00
|
$
|
10.14
|
$
|
10.01
|
$
|
14.44
|
$
|
13.81
|
||||
Income (Loss) from Investment Operations
|
|
|||||||||||||||
Net investment income (loss)
|
0.11
|
(0.05)
|
(0.06)
|
0.09
|
0.11
|
0.10
|
||||||||||
Net realized and unrealized gain (loss)
|
||||||||||||||||
on securities
|
2.41
|
(0.48)
|
0.95
|
0.17
|
(3.50)
|
1.55
|
||||||||||
Total from Investment Operations
|
2.52
|
(0.53)
|
0.89
|
0.26
|
(3.39)
|
1.65
|
||||||||||
Less Distributions:
|
||||||||||||||||
Dividends (from net investment income)
|
(0.05)
|
-
|
(0.03)
|
(0.09)
|
(0.14)
|
-
|
||||||||||
Distributions (from capital gains)
|
-
|
-
|
-
|
(0.04)
|
(0.90)
|
(1.02)
|
||||||||||
Total Distributions
|
(0.05)
|
-
|
(0.03)
|
(0.13)
|
(1.04)
|
(1.02)
|
||||||||||
Net Asset Value, End of Period
|
$
|
12.94
|
$
|
10.47
|
$
|
11.00
|
$
|
10.14
|
$
|
10.01
|
$
|
14.44
|
||||
Total Return (d)(e)
|
24.13%
|
(4.82)%
|
8.74%
|
3.03%
|
(24.87)%
|
12.33%
|
||||||||||
Net Assets, End of Period (in thousands)
|
$
|
10
|
$
|
8
|
$
|
23
|
$
|
21
|
$
|
11
|
$
|
12
|
||||
Average Net Assets for the Period
|
||||||||||||||||
(in thousands)
|
$
|
9
|
$
|
15
|
$
|
23
|
$
|
12
|
$
|
12
|
$
|
12
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets (f)
|
2.25%
|
(b)
|
2.25%
|
4.36%
|
4.53%
|
3.41%
|
2.15%
|
|||||||||
Net Expenses to Average Net Assets (f)
|
2.25%
|
(b)
|
2.25%
|
2.69%
|
1.25%
|
1.36%
|
1.24%
|
|||||||||
Net Investment Income/(Loss)
|
||||||||||||||||
to Average Net Assets
|
0.17%
|
(b)
|
(0.28)%
|
(0.59)%
|
1.15%
|
1.02%
|
0.76%
|
|||||||||
Portfolio turnover rate
|
15.48%
|
(c)
|
13.40%
|
17.89%
|
52.28%
|
33.61%
|
12.18%
|
|||||||||
(a)
|
Unaudited
|
|||||||||||||||
(b)
|
Annualized.
|
|||||||||||||||
(c)
|
Not annualized.
|
|||||||||||||||
(d)
|
Total return does not reflect sales charge, if any.
|
|||||||||||||||
(e)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States and,
|
|||||||||||||||
consequently, the net asset value for financial reporting purposes and the returns based upon those net asset
|
||||||||||||||||
values may differ from the net asset values and returns for shareholder transactions.
|
||||||||||||||||
(f)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio)
|
|||||||||||||||
and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||||
(Continued)
|
|
Level 1: quoted prices in active markets for identical securities
|
|
Level 2: other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)
|
|
Level 3: significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments)
|
Investments in Securities
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Assets
|
||||||||
Common Stocks
|
$
|
13,268,562
|
$
|
13,268,562
|
$
|
-
|
$
|
-
|
Investment Company
|
428,014
|
- -
|
428,014
|
-
|
||||
Total Assets
|
$
|
13,696,576
|
$
|
13,268,562
|
$
|
428,014
|
$
|
-
|
Class
|
Incurred
|
Waived
|
No Load Shares
|
$14,670
|
-
|
Class A Shares
|
7
|
-
|
Class C Shares
|
46
|
-
|
Six Month
Period Ended
|
Purchases of
Securities
|
Proceeds from
Sales of Securities
|
March 31, 2012
|
$2,789,886
|
$1,775,001
|
Distributions from
|
|||
Fund
|
For the six month period
or fiscal year ended
|
Ordinary Income
|
Long-Term
Capital Gains
|
Advantage Equity
|
03/31/2012
|
$ 67,243
|
$ -
|
09/30/2011(a)
|
-
|
-
|
|
09/30/2010(a)
|
39,015
|
-
|
(a)
|
audited
|
Cost of Investments
|
$
|
11,411,841
|
Unrealized Appreciation
|
$
|
2,431,662
|
Unrealized Depreciation
|
(146,927)
|
|
Net Unrealized Appreciation
|
2,284,735
|
(i)
|
In considering the nature, extent, and quality of the services provided by the Advisor to the Funds, the Trustees considered the responsibilities of the Advisor under the Investment Advisory Agreement. The Trustees reviewed the services being provided by the Advisor to the Funds including, without limitation, the quality of its investment advisory services since each Fund’s inception (including research and recommendations with respect to portfolio securities); its procedures for formulating investment recommendations and assuring compliance with each Fund’s investment objectives and limitations; its coordination of services for the Funds among the Funds’ service providers; and its efforts to promote the Funds, grow the Funds’ assets, and assist in the distribution of Fund shares. The Trustees noted that the Advisor seeks to achieve each Fund’s investment objectives by investing primarily in common stocks of U.S. companies that the Advisor believes have qualitative and quantitative competitive advantages and have temporarily fallen out of favor for reasons that are considered non-recurring or short-term; whose value is not currently well known; or whose value is not fully recognized by the public. The Trustees further noted that the Trust’s president/principal executive officer and treasurer/principal financial officer were either employees of the Advisor or retained by the Advisor and serve the Funds without additional compensation from the Funds. After reviewing the foregoing information and further information in the memorandum from the Advisor (e.g., descriptions of the Advisor’s business, the Advisor’s compliance programs, and the Advisor’s Form ADV), the Board of Trustees concluded that the nature, extent, and quality of the services provided by the Advisor were satisfactory and adequate for the Funds.
|
(ii)
|
In considering the investment performance of the Funds and the Advisor, the Trustees compared the performance of each Fund with the performance of its benchmark index, comparable funds with similar objectives managed by other investment advisors, and applicable peer group data (e.g., Bloomberg peer group averages). The Trustees noted that the returns for the year-to-date, one-year, three-year, five-year, and ten-year periods ended October 30, 2011 were -5.57, 1.07%, 11.99%, -3.41%, and 5.69%, respectively, for the No Load Shares of the Hillman Focused Advantage Fund and -1.03, 3.04%, 12.27%, -0.79%, and 5.32%, respectively, for the No Load Shares of the Hillman Advantage Equity Fund. The Trustees compared these returns to those of the comparable funds and the peer group average. The Trustees also noted that for the one-year period ended September 30, 2011, the No Load Shares of the Hillman Focused Advantage Fund returned -6.35%, lagging the overall composite return for the Advisor’s separately managed accounts by 111 basis points, and the No Load Shares of the Hillman Advantage Equity Fund returned 4.06%, lagging the overall composite return for the Advisor’s separately managed accounts by 2 basis points. The Trustees also considered the consistency of the Advisor’s management of each Fund with its investment objective and policies. After reviewing the short and long-term investment performance of the Funds, the Advisor’s experience managing the Funds and other advisory accounts, the Advisor’s historical investment performance, and other factors, the Board of Trustees concluded that the investment performance of the Funds and the Advisor was satisfactory.
|
(iii)
|
In considering the costs of the services to be provided and profits to be realized by the Advisor and its affiliates from the relationship with the Funds, including any benefits derived or to be derived by the Advisor from the relationship with the Funds, the Trustees considered the Advisor’s staffing, personnel, and methods of operating; the education and experience of the Advisor’s personnel; the Advisor’s compliance policies and procedures; the financial condition of the Advisor; the level of commitment to the Funds and the Advisor by the principals of the Advisor; the asset level of each Fund; and the overall expenses of each Fund, including certain prior fee waivers and reimbursements by the Advisor on behalf of the Funds and the nature and frequency of advisory fee payments. The Trustees reviewed the financial statements for the Advisor and discussed the financial stability and profitability of the firm. The Trustees noted that the Advisor either makes payments to the Administrator or directly pays for certain expenses of the Fund under an Operating Plan in order to help limit the Fund’s annual operating expenses. The Trustees also considered potential benefits for the Advisor in managing the Funds, including promotion of the Advisor’s name, the ability for the Advisor to place small accounts into the Funds, and the potential for the Advisor to generate soft dollars from certain of the Funds’ trades that may benefit the Advisor’s other clients as well. The Trustees then compared the fees and expenses of each Fund (including the management fee) to other funds comparable in terms of the type of fund, the nature of its investment strategy, and its style of investment management, among other factors. With respect to each Fund, the Trustees determined that the management fee was higher than the comparable funds and the net expense ratio was higher than some of the comparable funds and lower than others. The Trustees also determined that each Fund’s management fee and net expense ratio were higher than its peer group average. The Trustees noted that each Fund was much smaller in size than its peer group average. Following this comparison and upon further consideration and discussion of the foregoing, the Board of Trustees concluded that the fees to be paid to the Advisor by the Funds were fair and reasonable in relation to the nature and quality of the services provided by the Advisor and that they reflected charges that were within a range of what could have been negotiated at arm’s length.
|
(iv)
|
In considering the extent to which economies of scale would be realized as the Funds grow and whether the advisory fee levels reflect these economies of scale for the benefit of the Funds’ investors, the Trustees considered each Fund’s fee arrangements with the Advisor. The Trustees noted that although the maximum management fee would stay the same regardless of the Funds’ asset levels, the Advisor had agreed to make payments to the Administrator at lower asset levels in order to help limit the Funds’ expenses. The Trustees pointed out that the Funds would benefit from economies of scale under agreements with service providers other than the Advisor. In particular, it was noted that the Funds’ agreement with the Administrator would determine the Funds’ gross expenses and that this agreement utilized breakpoints in its fee schedule that allowed the Funds’ shareholders to benefit from economies of scale. Following further discussion of the Funds’ asset levels, expectations for growth, and fee levels, the Board of Trustees determined that the Funds’ fee arrangements were fair and reasonable in relation to the nature and quality of the services provided by the Advisor.
|
(v)
|
In considering the Advisor’s practices regarding brokerage and portfolio transactions, the Trustees considered the Advisor’s standards, and performance in utilizing those standards, for seeking best execution for Fund portfolio transactions. The Trustees also considered the portfolio turnover rate for the Funds; the process by which evaluations are made of the overall reasonableness of commissions paid; the method and basis for selecting and evaluating the broker-dealers used; any anticipated allocation of portfolio business to persons affiliated with the Advisor; and the extent to which the Funds allocate portfolio business to broker-dealers who provide research, statistical, or other services (“soft dollars”). The Trustees noted, among other things, that the Fund rarely trades blocks of shares which require special handling and that the average commission rate for the Fund was under $0.02 per share. After further review and discussion, the Board of Trustees determined that the Advisor’s practices regarding brokerage and portfolio transactions were satisfactory.
|
(vi)
|
In considering the Advisor’s practices regarding possible conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Funds; the basis of decisions to buy or sell securities for the Funds and/or the Advisor’s other accounts; the method for bunching of portfolio securities transactions; and the substance and administration of the Advisor’s code of ethics. Following further consideration and discussion, the Board of Trustees indicated that the Advisor’s standards and practices relating to the identification and mitigation of possible conflicts of interests were satisfactory.
|
Beginning
Account Value
10/01/11
|
Ending
Account Value
03/31/12
|
Expenses Paid
During Period*
10/01/11-03/31/12
|
Annualized Expense
Ratio During Period
10/01/11 – 03/31/12
|
||||
No Load Shares
|
$1,000.00
|
$1,246.10
|
$8.40
|
1.50%
|
|||
Class A Shares
|
$1,000.00
|
$1,245.20
|
$8.40
|
1.50%
|
|||
Class C Shares
|
$1,000.00
|
$1,241.30
|
$12.57
|
2.25%
|
*
|
Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the semi-annual period).
|
Beginning
Account Value
10/01/11
|
Ending
Account Value
03/31/12
|
Expenses Paid
During Period*
10/01/11-03/31/12
|
Annualized Expense
Ratio During Period
10/01/11 – 03/31/12
|
||||
No Load Shares
|
$1,000.00
|
$1,017.45
|
$7.54
|
1.50%
|
|||
Class A Shares
|
$1,000.00
|
$1,017.45
|
$7.54
|
1.50%
|
|||
Class C Shares
|
$1,000.00
|
$1,013.71
|
$11.30
|
2.25%
|
*
|
Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year (to reflect the semi-annual period).
|
is a series of the
|
Hillman Capital Management Investment Trust
|
For Shareholder Service Inquiries:
|
For Investment Advisor Inquiries:
|
Documented:
|
Documented:
|
Nottingham Shareholder Services, LLC
|
Hillman Capital Management, Inc.
|
116 South Franklin Street
|
4350 East West Highway
|
Post Office Drawer 4365
|
Suite 502
|
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 @:
ncfunds.com
|
World Wide Web @:
hillmancapital.com
|
Item 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Item 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Item 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
|
(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.
|
(a)(1) | Not applicable. | ||
(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). |
By: (Signature and Title)
|
/s/ Mark A. Hillman
|
||
Date: May 31, 2012
|
Mark A. Hillman
Trustee, President and Principal Executive Officer
|
By: (Signature and Title)
|
/s/ Mark A. Hillman |
||
Date: May 31, 2012
|
Mark A. Hillman
Trustee, President and Principal Executive Officer
Hillman Capital Management Investment Trust
|
By: (Signature and Title)
|
/s/ C. Frank Watson III
|
||
Date: May 31, 2012
|
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust
|
Date: May 31, 2012
|
/s/ Mark A. Hillman | ||
Mark A. Hillman
Trustee, President, and Principal Executive Officer
Hillman Capital Management Investment Trust
|
Date: May 31, 2012
|
/s/ C. Frank Watson III
|
||
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust
|
(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: May 31, 2012
|
By:
|
/s/ Mark A. Hillman
|
|
Mark A. Hillman
Trustee, President, and Principal Executive Officer of the Hillman Capital Management Investment Trust
|
(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: May 31, 2012
|
By:
|
/s/ C. Frank Watson III
|
|
C. Frank Watson III
Treasurer and Principal Financial Officer of the Hillman Capital Management Investment Trust
|