The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
(Unaudited)
|
||||||||||
As of March 31, 2013
|
||||||||||
Shares
|
Value (Note 1)
|
|||||||||
COMMON STOCKS - 84.03%
|
||||||||||
Consumer Discretionary - 12.26%
|
||||||||||
†*
|
Apollo Group, Inc. - Cl. A
|
27,000
|
$
|
469,260
|
||||||
|
Best Buy Co., Inc.
|
35,000
|
775,250
|
|||||||
|
NIKE, Inc. - Cl. B
|
12,000
|
708,120
|
|||||||
|
Nordstrom, Inc.
|
11,000
|
607,530
|
|||||||
|
Staples, Inc.
|
90,000
|
1,207,800
|
|||||||
3,767,960
|
||||||||||
Consumer Staples - 6.18%
|
||||||||||
†
|
Kellogg Co.
|
12,000
|
773,160
|
|||||||
†
|
Sysco Corp.
|
15,000
|
527,550
|
|||||||
|
Wal-Mart Stores, Inc.
|
8,000
|
598,640
|
|||||||
1,899,350
|
||||||||||
Energy - 3.86%
|
||||||||||
|
Exxon Mobil Corp.
|
6,600
|
594,726
|
|||||||
†*
|
Transocean Ltd.
|
11,400
|
592,344
|
|||||||
1,187,070
|
||||||||||
Financials - 14.48%
|
||||||||||
†
|
American Express Co.
|
11,000
|
742,060
|
|||||||
|
Bank of America Corp.
|
75,700
|
922,026
|
|||||||
†
|
JPMorgan Chase & Co.
|
14,900
|
707,154
|
|||||||
|
The Goldman Sachs Group, Inc.
|
4,800
|
706,320
|
|||||||
|
The Western Union Co.
|
47,000
|
706,880
|
|||||||
|
Wells Fargo & Co.
|
18,000
|
665,820
|
|||||||
4,450,260
|
||||||||||
Health Care - 8.48%
|
||||||||||
†
|
Aetna, Inc.
|
14,500
|
741,385
|
|||||||
|
Amgen, Inc.
|
6,000
|
615,060
|
|||||||
†
|
Johnson & Johnson
|
8,700
|
709,311
|
|||||||
*
|
Laboratory Corp of America Holdings
|
6,000
|
541,200
|
|||||||
2,606,956
|
||||||||||
Industrials - 9.68%
|
||||||||||
|
General Electric Co.
|
32,900
|
760,648
|
|||||||
†
|
Joy Global, Inc.
|
8,000
|
476,160
|
|||||||
†
|
Raytheon Co.
|
15,000
|
881,850
|
|||||||
|
The Boeing Co.
|
10,000
|
858,500
|
|||||||
2,977,158
|
||||||||||
Information Technology - 25.28%
|
||||||||||
|
Apple, Inc.
|
1,500
|
663,990
|
|||||||
|
Automatic Data Processing, Inc.
|
11,000
|
715,330
|
|||||||
Cisco Systems, Inc.
|
30,400
|
635,208
|
||||||||
*
|
EMC Corp.
|
21,200
|
506,468
|
|||||||
(Continued)
|
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
(Unaudited)
|
||||||||||
As of March 31, 2013
|
||||||||||
Shares
|
Value (Note 1)
|
|||||||||
Information Technology (continued)
|
||||||||||
†
|
Hewlett-Packard Co.
|
31,000
|
$
|
739,040
|
||||||
|
Intel Corp.
|
20,300
|
443,250
|
|||||||
|
International Business Machines Corp.
|
4,000
|
849,600
|
|||||||
†
|
Microsoft Corp.
|
19,600
|
560,658
|
|||||||
†
|
Oracle Corp.
|
22,000
|
711,260
|
|||||||
†
|
Texas Instruments, Inc.
|
18,400
|
652,832
|
|||||||
*
|
Universal Display Corp.
|
20,000
|
588,600
|
|||||||
*
|
Yahoo!, Inc.
|
30,000
|
705,870
|
|||||||
7,772,106
|
||||||||||
Materials - 3.81%
|
||||||||||
|
Compass Minerals International, Inc.
|
8,000
|
631,200
|
|||||||
|
EI du Pont de Nemours & Co.
|
11,000
|
540,760
|
|||||||
1,171,960
|
||||||||||
Total Common Stocks (Cost $24,262,932)
|
25,832,820
|
|||||||||
SHORT-TERM INVESTMENT - 18.08%
|
||||||||||
§
|
Federated Prime Obligations Fund, 0.08%
|
5,558,878
|
||||||||
Total Short-Term Investment (Cost $5,558,878)
|
5,558,878
|
|||||||||
Total Value of Investments (Cost $29,821,810) - 102.11%
|
$
|
31,391,698
|
||||||||
Liabilities in Excess of Other Assets - (2.11)%
|
(649,960)
|
|||||||||
Net Assets - 100.00%
|
$
|
30,741,738
|
||||||||
*
|
Non-income producing investment
|
§
|
Represents 7 day effective yield
|
|||||||
†
|
A portion of security pledged as collateral for options written.
|
|||||||||
Summary of Investments by Sector
|
||||||||||
% of Net
|
||||||||||
Sector
|
Assets
|
Value
|
||||||||
Consumer Discretionary
|
12.26%
|
$
|
3,767,960
|
|||||||
Consumer Staples
|
6.18%
|
1,899,350
|
||||||||
Energy
|
3.86%
|
1,187,070
|
||||||||
Financials
|
14.48%
|
4,450,260
|
||||||||
Health Care
|
8.48%
|
2,606,956
|
||||||||
Industrials
|
9.68%
|
2,977,158
|
||||||||
Information Technology
|
25.28%
|
7,772,106
|
||||||||
Materials
|
3.81%
|
1,171,960
|
||||||||
Short-Term Investment
|
18.08%
|
5,558,878
|
||||||||
Total
|
102.11%
|
$
|
31,391,698
|
|||||||
See Notes to Financial Statements
|
(Continued)
|
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
(Unaudited)
|
||||||||||
As of March 31, 2013
|
||||||||||
Number of Contracts*
|
Exercise Price
|
Maturity Date
|
Value (Note 1)
|
|||||||
CALL OPTIONS WRITTEN - (0.69%)
|
||||||||||
Automatic Data Processing, Inc.
|
110
|
$ |
65.00
|
4/20/2013
|
$
|
7,920
|
||||
Amgen, Inc.
|
60
|
105.00
|
4/20/2013
|
2,636
|
||||||
American Express Co.
|
100
|
67.50
|
4/20/2013
|
9,393
|
||||||
The Boeing Co.
|
100
|
87.50
|
4/20/2013
|
7,393
|
||||||
Hewlett-Packard Co.
|
310
|
22.00
|
4/20/2013
|
62,620
|
||||||
International Business Machines Corp.
|
40
|
215.00
|
4/20/2013
|
11,520
|
||||||
Kellogg Co.
|
120
|
65.00
|
4/20/2013
|
5,152
|
||||||
NIKE, Inc.
|
120
|
55.00
|
4/20/2013
|
49,200
|
||||||
Parker Hannifin Corp.
|
70
|
90.00
|
4/20/2013
|
9,445
|
||||||
Texas Instruments, Inc.
|
184
|
36.00
|
4/20/2013
|
6,808
|
||||||
Wells Fargo & Co.
|
180
|
37.00
|
4/20/2013
|
11,880
|
||||||
Yahoo!, Inc.
|
300
|
23.00
|
4/20/2013
|
27,300
|
||||||
Total Call Options Written (Premiums Received $115,729)
|
$
|
211,267
|
||||||||
PUT OPTIONS WRITTEN - (0.13%)
|
||||||||||
Apple, Inc.
|
3
|
$ |
430.00
|
4/20/2013
|
$
|
1,845
|
||||
|
Apple, Inc.
|
7
|
445.00
|
4/20/2013
|
7,405
|
|||||
Apollo Group, Inc.
|
60
|
16.00
|
4/20/2013
|
1,500
|
||||||
EI du Pont de Nemours & Co.
|
30
|
49.00
|
4/20/2013
|
1,590
|
||||||
EMC Corp.
|
65
|
24.00
|
4/20/2013
|
3,380
|
||||||
Intel Corp.
|
107
|
21.00
|
4/20/2013
|
2,247
|
||||||
Joy Global, Inc.
|
40
|
57.50
|
4/20/2013
|
3,520
|
||||||
Nordstrom, Inc.
|
20
|
52.50
|
4/20/2013
|
360
|
||||||
Laboratory Corp of America Holdings
|
20
|
87.50
|
4/20/2013
|
1,150
|
||||||
|
Lam Research Corp.
|
130
|
41.00
|
4/20/2013
|
11,050
|
|||||
|
Microsoft Corp.
|
44
|
28.00
|
4/20/2013
|
1,144
|
|||||
|
Norfolk Southern Corp.
|
90
|
75.00
|
4/20/2013
|
4,950
|
|||||
|
Wal-Mart Stores, Inc.
|
15
|
72.50
|
4/20/2013
|
360
|
|||||
Total Put Options Written (Premiums Received $59,583)
|
$
|
40,501
|
||||||||
Total Options Written (Premiums Received $175,312)
|
$
|
251,768
|
||||||||
*
|
One contract is equivalent to 100 shares of common stock
|
|||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||
Statement of Assets and Liabilities
|
||||
(Unaudited)
|
||||
As of March 31, 2013
|
||||
Assets:
|
||||
Investments in securities, at value (cost $29,821,810)
|
$
|
31,391,698
|
||
Cash
|
400,594
|
|||
Receivables:
|
||||
Investments sold
|
54,455
|
|||
Fund shares sold
|
2,851
|
|||
Dividends and interest
|
30,249
|
|||
Total assets
|
31,879,847
|
|||
Liabilities:
|
||||
Options Written, at value (premiums received $175,312)
|
251,768
|
|||
Payables:
|
||||
Investments purchased
|
849,595
|
|||
Accrued expenses
|
||||
Administration fees
|
5,881
|
|||
Advisory fees
|
23,618
|
|||
Other expenses
|
7,247
|
|||
Total liabilities
|
1,138,109
|
|||
Net Assets
|
$
|
30,741,738
|
||
Net Assets Consist of:
|
||||
Paid in Capital
|
$
|
55,576,940
|
||
Undistributed net investment income
|
39,298
|
|||
Accumulated net realized loss on investments
|
(26,367,932)
|
|||
Net unrealized appreciation on investments
|
1,493,432
|
|||
Total Net Assets
|
$
|
30,741,738
|
||
Shares Outstanding, no par value (unlimited authorized shares)
|
2,362,840
|
|||
Net Asset Value, Offering Price and Redemption Price Per Share
|
$
|
13.01
|
||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||
Statement of Operations
|
||||
(Unaudited)
|
||||
For the period ended March 31, 2013
|
||||
Investment Income:
|
||||
Interest
|
$
|
2,804
|
||
Dividends
|
218,449
|
|||
Total Investment Income
|
221,253
|
|||
Expenses:
|
||||
Advisory fees (note 2)
|
121,340
|
|||
Administration fees (note 2)
|
30,214
|
|||
Custody fees (note 2)
|
55
|
|||
Distribution and service fees (note 3)
|
30,335
|
|||
Other operating expenses
|
12
|
|||
Total Expenses
|
181,956
|
|||
Net Investment Income
|
39,297
|
|||
Realized and Unrealized Gain (Loss) on Investments
|
||||
Net realized gain from:
|
||||
Investments
|
921,387
|
|||
Options Written
|
579,981
|
|||
Change in unrealized appreciation (depreciation) on:
|
||||
Investments
|
1,002,415
|
|||
Options Written
|
(83,051)
|
|||
Realized and Unrealized Gain on Investments
|
2,420,732
|
|||
Net Increase in Net Assets Resulting from Operations
|
$
|
2,460,029
|
||
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
|
2013(a)
|
2012
|
|||||||||
Operations:
|
|||||||||||
Net investment income |
$
|
39,297
|
$
|
65,305
|
|||||||
Net realized gain (loss) from investment transactions
|
1,501,368
|
(167,690)
|
|||||||||
Change in unrealized appreciation on investments |
919,364
|
2,942,070
|
|
||||||||
Net Increase in Net Assets Resulting from Operations
|
2,460,029
|
2,839,685
|
|
||||||||
Distributions to Shareholders: (note 6)
|
|||||||||||
Net investment income |
(65,304)
|
(79,694)
|
|
||||||||
Decrease in Net Assets Resulting from Distributions
|
(65,304)
|
(79,694)
|
|
||||||||
Capital Share Transactions:
|
|||||||||||
No Load Shares
|
|||||||||||
Shares sold
|
7,116,560
|
14,480,977
|
|||||||||
Reinvested distributions
|
63,503
|
77,386
|
|||||||||
Shares repurchased
|
(2,649,862)
|
(4,096,395)
|
|||||||||
Class A Shares
|
|||||||||||
Shares sold
|
-
|
941,641
|
|||||||||
Reinvested distributions
|
-
|
-
|
|||||||||
Shares repurchased
|
-
|
(1,157,663)
|
|||||||||
Class C Shares
|
|||||||||||
Shares sold
|
-
|
19,461
|
|||||||||
Reinvested distributions
|
-
|
-
|
|||||||||
Shares repurchased
|
-
|
(368,947)
|
|||||||||
Increase from Capital Share Transactions
|
4,530,201
|
9,896,460
|
|
||||||||
Net Increase in Net Assets
|
6,924,926
|
12,656,451
|
|
||||||||
Net Assets:
|
|||||||||||
Beginning of period |
23,816,812
|
11,160,361
|
|
||||||||
End of period |
$
|
30,741,738
|
$
|
23,816,812
|
|||||||
Undistributed Net Investment Income
|
$
|
39,297
|
$
|
65,305
|
|
||||||
(a)
|
Unaudited.
|
||||||||||
See Notes to Financial Statements
|
(Continued) |
The Hillman Focused Advantage Fund
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
March 31,
|
September 30,
|
||||||||||
For the six month period and fiscal year ended
|
2013(a)
|
2012
|
|||||||||
Share Information:
|
|||||||||||
No Load Shares
|
|||||||||||
Shares Sold
|
558,332
|
1,276,910
|
|||||||||
Reinvested Distributions
|
5,400
|
6,717
|
|||||||||
Shares repurchased
|
(221,074)
|
(353,493)
|
|||||||||
Net Increase in Capital Shares
|
342,658
|
930,134
|
|
||||||||
Shares Outstanding, Beginning of Period
|
2,020,182
|
1,090,048
|
|||||||||
Shares Outstanding, End of Period
|
2,362,840
|
2,020,182
|
|
||||||||
Class A Shares
|
|||||||||||
Shares sold
|
-
|
79,245
|
|||||||||
Reinvested distributions
|
-
|
-
|
|||||||||
Shares repurchased
|
-
|
(100,959)
|
|||||||||
Net Decrease in Capital Shares
|
-
|
(21,714)
|
|||||||||
Shares Outstanding, Beginning of Period
|
-
|
21,714
|
|||||||||
Shares Outstanding, End of Period
|
-
|
-
|
|||||||||
Class C Shares
|
|||||||||||
Shares sold
|
-
|
1,653
|
|||||||||
Reinvested distributions
|
-
|
-
|
|||||||||
Shares repurchased
|
-
|
(32,484)
|
|||||||||
Net Decrease in Capital Shares
|
-
|
(30,831)
|
|||||||||
Shares Outstanding, Beginning of Period
|
-
|
30,831
|
|||||||||
Shares Outstanding, End of Period
|
-
|
-
|
|||||||||
(a)
|
Unaudited.
|
||||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||||||||||
Financial Highlights
|
||||||||||||||||
For a share outstanding during the
|
March 31,
|
September 30,
|
||||||||||||||
six month period or fiscal year ended
|
2013(a)
|
|
2012
|
2011
|
|
2010
|
|
2009
|
2008
|
|||||||
Net Asset Value, Beginning of Period
|
$
|
11.79
|
$
|
9.77
|
$
|
10.46
|
$
|
9.68
|
$
|
9.76
|
$
|
16.15
|
||||
Income (Loss) from Investment Operations:
|
|
|||||||||||||||
Net investment income
|
0.02
|
0.05
|
0.07
|
0.04
|
0.13
|
0.20
|
||||||||||
Net realized and unrealized gain (loss)
|
||||||||||||||||
from investments
|
1.23
|
2.01
|
(0.73)
|
0.85
|
(0.11)
|
(5.17)
|
||||||||||
Total from Investment Operations
|
1.25
|
2.06
|
(0.66)
|
0.89
|
0.02
|
(4.97)
|
||||||||||
Less Distributions:
|
||||||||||||||||
Dividends (from net investment income)
|
(0.03)
|
(0.04)
|
(0.03)
|
(0.11)
|
(0.06)
|
(0.17)
|
||||||||||
Distributions (from capital gains)
|
-
|
-
|
-
|
-
|
(0.04)
|
(1.25)
|
||||||||||
Total Distributions
|
(0.03)
|
(0.04)
|
(0.03)
|
(0.11)
|
(0.10)
|
(1.42)
|
||||||||||
Net Asset Value, End of Period
|
$
|
13.01
|
$
|
11.79
|
$
|
9.77
|
$
|
10.46
|
$
|
9.68
|
$
|
9.76
|
||||
Total Return (d)(e)
|
10.66%
|
(c)
|
21.09%
|
(6.38)%
|
9.15%
|
0.43%
|
(32.96)%
|
|||||||||
Net Assets, End of Period (in thousands)
|
$
|
30,742
|
$
|
23,817
|
$
|
10,651
|
$
|
13,747
|
$
|
17,445
|
$
|
29,674
|
||||
Ratios of:
|
||||||||||||||||
Gross Expenses to Average Net Assets
|
1.50%
|
(b)
|
1.50%
|
1.50%
|
2.91%
|
2.89%
|
1.74%
|
|||||||||
Net Expenses to Average Net Assets
|
1.50%
|
(b)
|
1.50%
|
1.50%
|
2.05%
|
1.45%
|
1.48%
|
|||||||||
Net Investment Income
|
||||||||||||||||
to Average Net Assets
|
0.32%
|
0.41%
|
0.58%
|
0.23%
|
1.29%
|
0.98%
|
||||||||||
Portfolio turnover rate
|
37.69%
|
(c)
|
39.09%
|
16.10%
|
13.84%
|
29.79%
|
47.31%
|
|||||||||
(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.
|
|||||||||||||||
See Notes to Financial Statements
|
a.
|
Level 1: quoted prices in active markets for identical securities
|
b.
|
Level 2: other significant observable inputs (including quoted prices for similar securities and identical securities in inactive markets, interest rates, credit risk, etc.)
|
c.
|
Level 3: significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments)
|
Investments in Securities (a)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Assets
|
||||||||
Common Stocks*
|
$
|
25,832,820
|
$
|
25,832,820
|
$
|
-
|
$
|
-
|
Short-Term Investment
|
5,558,878
|
5,558,878
|
-
|
-
|
||||
Total Assets
|
$
|
31,391,698
|
$
|
31,391,698
|
$
|
-
|
$
|
-
|
Liabilities
|
||||||||
Call Options Written
|
$
|
211,267
|
$
|
211,267
|
$
|
-
|
$
|
-
|
Put Options Written
|
40,501
|
40,501
|
-
|
-
|
||||
Total Liabilities
|
$
|
251,768
|
$
|
251,768
|
$
|
-
|
$
|
-
|
Derivative Type
|
Location
|
Value
|
|
Equity Contracts – written options
|
Options written, at value
|
$251,768
|
Derivative Type
|
Location
|
Gains (Losses)
|
|
Equity Contracts – written options
|
Net realized gain from options written
|
$413,622
|
|
Equity Contracts – written options
|
Change in unrealized depreciation on options written
|
(83,051)
|
Six month period ended
|
Purchases of
Securities
|
Proceeds from
Sales of Securities
|
March 31, 2013
|
$15,063,214
|
$6,937,717
|
Call Options
|
Put Options
|
||||||
Number
of Contracts
|
Premiums
Received
|
Number
of Contracts
|
Premiums
Received
|
||||
Options Outstanding,
Beginning of Period
|
279
|
$
|
14,933
|
1,568
|
$
|
77,522
|
|
Options written
|
3,868
|
284,889
|
3,735
|
295,902
|
|||
Options closed
|
(510))
|
(88,443))
|
(1,079))
|
(29,009))
|
|||
Options expired
|
(1,943)
|
) |
(95,650))
|
(3,593))
|
(284,022))
|
||
Options Outstanding, End of Period
|
1,694
|
$
|
115,729
|
631
|
$
|
59,583
|
Cost of Investments
|
$
|
29,646,498
|
Unrealized Appreciation
|
$
|
2,844,264
|
Unrealized Depreciation
|
(1,350,832)
|
|
Net Unrealized Appreciation
|
$
|
1,493,432
|
Beginning
Account Value
October 1, 2012
|
Ending
Account Value
March 31, 2013
|
Expenses Paid
During Period*
|
|
Actual
Hypothetical (5% annual return before expenses)
|
|||
$1,000.00
|
$ 1,106.60
|
$7.88
|
|
$1,000.00
|
$ 1,017.45
|
$7.54
|
(i)
|
In considering the nature, extent, and quality of the services provided by the Advisor to the Fund, 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 Fund, including, without limitation, the quality of its investment advisory services since the Fund’s inception (including research and recommendations with respect to portfolio securities); its procedures for formulating investment recommendations and assuring compliance with the Fund’s investment objectives and limitations; coordination of services for the Fund among the Fund’s service providers; and efforts to promote the Fund, grow the Fund’s assets, and assist in the distribution of Fund shares.
|
(ii)
|
In considering the investment performance of the Fund and the Advisor, the Trustees compared the performance of the 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, 2012 were 8.95%, 7.74%%, 7.68%, -4.22%, and 8.43%, respectively, for the No Load Shares of the 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, 2012, the No Load Shares of the Fund returned 21.09%, lagging the overall composite return for the Advisor’s separately managed accounts by 485 basis points. The Trustees also considered the consistency of the Advisor’s management of the Fund with its investment objective and policies. After reviewing the short and long-term investment performance of the Fund, the Advisor’s experience managing the Fund and other advisory accounts, the Advisor’s historical investment performance, and other factors, the Board of Trustees concluded that the investment performance of the Fund 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 Fund, including any benefits derived or to be derived by the Advisor from the relationship with the Fund, the Trustees first noted that the management fee for the Fund under the Investment Advisory Agreement was 1.00% of average daily net assets. The Trustees evaluated the Advisor’s staffing, personnel, and methods of operating; the education and experience of the Advisor’s personnel; the Advisor’s compliance program; the financial condition of the Advisor; the level of commitment to the Fund and the Advisor by the principals of the Advisor; the asset level of the Fund; and the overall expenses of the Fund, including certain prior fee waivers and reimbursements by the Advisor on behalf of the Fund and the nature and frequency of advisory fee payments.
|
(iv)
|
In considering the extent to which economies of scale would be realized as the Fund grows and whether the advisory fee levels reflect these economies of scale for the benefit of the Fund’s investors, the Trustees reviewed the Fund’s operational history and noted that the size of the Fund had not provided an opportunity to realize economies of scale. The Trustees then reviewed the Fund’s fee arrangements for breakpoints or other provisions that would allow the Fund’s shareholders to benefit from economies of scale in the future as the Fund grows. The Trustees determined that the maximum management fee would stay the same regardless of the Fund’s asset levels and, therefore, did not reflect economies of scale. The Trustees noted that the Fund was a relatively small size and economies of scale were unlikely to be achievable in the near future. It was pointed out that breakpoints in the advisory fee could be reconsidered in the future.
|
(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 Fund; 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 Fund allocates 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 Fund; the basis of decisions to buy or sell securities for the Fund and 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.
|
is a series of the
|
Hillman Capital Management Investment Trust
|
For Shareholder Service Inquiries:
|
For Investment Advisor Inquiries:
|
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
|
Telephone:
|
Telephone:
|
800-773-3863
|
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)(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, 2013
|
Mark A. Hillman
Trustee, President and Principal Executive Officer
|
By: (Signature and Title)
|
/s/ Mark A. Hillman
|
||
Date: May 31, 2013
|
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, 2013
|
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust
|
Date: May 31, 2013
|
/s/ Mark A. Hillman
|
||
Mark A. Hillman
Trustee, President, and Principal Executive Officer
Hillman Capital Management Investment Trust
|
Date: May 31, 2013
|
/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 Fund.
|
Date: May 31, 2013
|
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 Fund.
|
Date: May 31, 2013
|
By:
|
/s/ C. Frank Watson III
|
|
C. Frank Watson III
Treasurer and Principal Financial Officer of the
Hillman Capital Management Investment Trust
|