The Hillman Focused Advantage Fund - No Load Shares
|
|||||||||||||||||||
Performance Update (Unaudited)
|
|||||||||||||||||||
For the period from September 30, 2003 to September 30, 2013
|
|||||||||||||||||||
Comparison of the Change in Value of a $10,000 Investment
|
|||||||||||||||||||
This graph assumes an initial investment of $10,000 and represents the reinvestment of dividends and capital gains distributions. This graph depicts the performance of No Load Shares 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.
|
|||||||||||||||||||
Average Annual Total Returns
|
|||||||||||||||||||
Gross
|
|||||||||||||||||||
As of
|
One
|
Five
|
Ten
|
Expense
|
|||||||||||||||
September 30, 2013
|
Year
|
Year
|
Year
|
Ratio*
|
|||||||||||||||
No Load Shares
|
21.38%
|
8.58%
|
6.57%
|
2.36%
|
|||||||||||||||
S&P 500 Total Return Index
|
19.34%
|
10.02%
|
7.57%
|
N/A
|
|||||||||||||||
* The gross expense ratio shown is from the Fund's prospectus dated January 28, 2013, and includes acquired
|
|||||||||||||||||||
fund fees and expenses.
|
|||||||||||||||||||
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 hillmancapital.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 and distributions.
|
|||||||||||||||||||
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
As of September 30, 2013
|
||||||||||
Shares
|
Value (Note 1)
|
|||||||||
COMMON STOCKS - 91.72%
|
||||||||||
Consumer Discretionary - 7.70%
|
||||||||||
|
Nordstrom, Inc.
|
11,000
|
$
|
618,200
|
||||||
|
PetSmart, Inc.
|
11,000
|
838,860
|
|||||||
|
Yum! Brands, Inc.
|
10,000
|
713,900
|
|||||||
2,170,960
|
||||||||||
Consumer Staples - 4.10%
|
||||||||||
Sysco Corp.
|
20,000
|
636,600
|
||||||||
|
Wal-Mart Stores, Inc.
|
7,000
|
517,720
|
|||||||
1,154,320
|
||||||||||
Energy - 3.81%
|
||||||||||
|
Exxon Mobil Corp.
|
6,600
|
567,864
|
|||||||
†
|
Transocean Ltd.
|
11,400
|
507,300
|
|||||||
1,075,164
|
||||||||||
Financials - 16.32%
|
||||||||||
|
Allstate Corp., The
|
16,000
|
808,800
|
|||||||
American Express Co.
|
10,000
|
755,200
|
||||||||
|
Bank of America Corp.
|
55,000
|
759,000
|
|||||||
|
Goldman Sachs Group, Inc., The
|
4,800
|
759,408
|
|||||||
†
|
JPMorgan Chase & Co.
|
14,900
|
770,181
|
|||||||
|
Western Union Co., The
|
40,000
|
746,400
|
|||||||
4,598,989
|
||||||||||
Health Care - 14.85%
|
||||||||||
Aetna, Inc.
|
11,000
|
704,220
|
||||||||
|
Amgen, Inc.
|
6,600
|
738,705
|
|||||||
†
|
Johnson & Johnson
|
8,700
|
754,203
|
|||||||
*
|
Laboratory Corp of America Holdings
|
6,000
|
594,840
|
|||||||
|
Merck & Co., Inc.
|
15,000
|
714,135
|
|||||||
|
Pfizer, Inc.
|
23,700
|
680,783
|
|||||||
4,186,886
|
||||||||||
Industrials - 12.20%
|
||||||||||
|
Boeing Co., The
|
6,000
|
705,000
|
|||||||
|
General Electric Co.
|
32,900
|
785,981
|
|||||||
†
|
Joy Global, Inc.
|
12,000
|
612,480
|
|||||||
|
Norfolk Southern Corp.
|
9,000
|
696,150
|
|||||||
|
United Parcel Service, Inc. - Cl. B.
|
7,000
|
639,590
|
|||||||
3,439,201
|
||||||||||
Information Technology - 23.62%
|
||||||||||
|
Apple, Inc.
|
2,300
|
1,096,525
|
|||||||
|
Cisco Systems, Inc.
|
30,400
|
712,302
|
|||||||
|
Corning, Inc.
|
45,000
|
656,550
|
|||||||
|
EMC Corp.
|
27,700
|
708,012
|
|||||||
†
|
Hewlett-Packard Co.
|
31,000
|
650,690
|
|||||||
(Continued)
|
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
As of September 30, 2013
|
||||||||||
Shares
|
Value (Note 1)
|
|||||||||
Information Technology - continued
|
||||||||||
|
Intel Corp.
|
30,300
|
$
|
694,506
|
||||||
|
International Business Machines Corp.
|
4,000
|
740,720
|
|||||||
Microsoft Corp.
|
20,000
|
665,600
|
||||||||
†
|
Oracle Corp.
|
22,000
|
729,740
|
|||||||
*
|
Yahoo!, Inc.
|
100
|
3,317
|
|||||||
6,657,962
|
||||||||||
Materials - 7.20%
|
||||||||||
|
Compass Minerals International, Inc.
|
8,000
|
610,160
|
|||||||
|
EI du Pont de Nemours & Co.
|
10,000
|
585,600
|
|||||||
|
Nucor Corp.
|
17,000
|
833,340
|
|||||||
2,029,100
|
||||||||||
Telecommunication Services - 1.92%
|
||||||||||
|
AT&T, Inc.
|
16,000
|
541,120
|
|||||||
541,120
|
||||||||||
Total Common Stocks (Cost $24,331,089)
|
25,853,702
|
|||||||||
SHORT-TERM INVESTMENT - 11.51%
|
||||||||||
§
|
Federated Prime Obligations Fund, 0.03%
|
3,244,357
|
3,244,357
|
|||||||
Total Short-Term Investment (Cost $3,244,357)
|
3,244,357
|
|||||||||
Total Value of Investments (Cost $27,575,446) - 103.23%
|
$
|
29,098,059
|
||||||||
Put Options Written (Premiums Received $66,051) - (0.27)%
|
(76,642)
|
|||||||||
Liabilities in Excess of Other Assets - (2.96)%
|
(834,897)
|
|||||||||
Net Assets - 100.00%
|
$
|
28,186,520
|
||||||||
†
|
All or a portion of security is pledged as collateral for options written.
|
|||||||||
*
|
Non-income producing investment
|
|||||||||
§
|
Represents 7 day effective yield as of September 30, 2013
|
|||||||||
Summary of Investments
|
||||||||||
% of Net
|
||||||||||
Assets
|
Value
|
|||||||||
Consumer Discretionary
|
7.70%
|
$
|
2,170,960
|
|||||||
Consumer Staples
|
4.10%
|
1,154,320
|
||||||||
Energy
|
3.81%
|
1,075,164
|
||||||||
Financials
|
16.32%
|
4,598,989
|
||||||||
Health Care
|
14.85%
|
4,186,886
|
||||||||
Industrials
|
12.20%
|
3,439,201
|
||||||||
Information Technology
|
23.62%
|
6,657,962
|
||||||||
Materials
|
7.20%
|
2,029,100
|
||||||||
Telecommunication Services
|
1.92%
|
541,120
|
||||||||
Short-Term Investment
|
11.51%
|
3,244,357
|
||||||||
Total
|
103.23%
|
$
|
29,098,059
|
(Continued)
|
The Hillman Focused Advantage Fund
|
||||||||||
Schedule of Investments
|
||||||||||
As of September 30, 2013
|
||||||||||
Number of
Contracts*
|
Exercise Price
|
Maturity Date
|
Value (Note 1)
|
|||||||
PUT OPTIONS WRITTEN - (0.27%)
|
||||||||||
Campbell Soup Co.
|
160
|
$ |
41.00
|
10/19/2013
|
$
|
16,800
|
||||
Caterpillar, Inc.
|
80
|
82.50
|
10/19/2013
|
10,200
|
||||||
Kellogg Co.
|
120
|
60.00
|
10/19/2013
|
18,300
|
||||||
Parker-Hannifin Corp.
|
70
|
95.00
|
10/19/2013
|
1,400
|
||||||
Raytheon Co.
|
8
|
75.00
|
10/19/2013
|
496
|
||||||
Raytheon Co.
|
92
|
77.50
|
10/19/2013
|
13,846
|
||||||
Target Corp.
|
100
|
62.50
|
10/19/2013
|
4,600
|
||||||
Universal Display Corp.
|
200
|
30.00
|
10/19/2013
|
11,000
|
||||||
Total Put Options Written (Premiums Received $66,051)
|
$
|
76,642
|
||||||||
*
|
One contract allows the holder to sell 100 shares of the underlying security at the stated exercise price.
|
|||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||
Statement of Assets and Liabilities
|
||||||
As of September 30, 2013
|
||||||
Assets:
|
||||||
Investments in securities, at value (cost $27,575,446) |
$
|
29,098,059
|
||||
Cash |
150,431
|
|||||
Cash at Broker |
97,063
|
|||||
Receivables: | ||||||
Fund shares sold |
4,307
|
|||||
Dividends and interest |
30,341
|
|||||
Total assets |
29,380,201
|
|||||
Liabilities:
|
||||||
Options written, at value (premiums received $66,051) |
76,642
|
|||||
Payables: | ||||||
Investments purchased
|
1,081,288
|
|||||
Accrued expenses: | ||||||
Administration fees |
11,642
|
|||||
Advisory fees |
23,331
|
|||||
Other expenses |
778
|
|||||
Total liabilities |
1,193,681
|
|||||
Net Assets
|
$
|
28,186,520
|
||||
Net Assets Consist of:
|
||||||
Paid in capital |
$
|
50,010,542
|
||||
Undistributed net investment income |
108,744
|
|||||
Accumulated net realized loss on investments |
(23,444,788)
|
|||||
Net unrealized appreciation on investments and options written |
1,512,022
|
|||||
Total Net Assets |
$
|
28,186,520
|
||||
No Load Shares Outstanding, no par value (unlimited authorized shares) |
1,974,622
|
|||||
Net Asset Value, Offering Price and Redemption Price Per Share |
$
|
14.27
|
||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
|||||||
Statement of Operations
|
|||||||
For the year ended September 30, 2013
|
|||||||
Investment Income:
|
|||||||
Dividends
|
$
|
521,547
|
|||||
Total Investment Income
|
521,547
|
||||||
Expenses:
|
|||||||
Advisory fees (note 2) |
275,309
|
||||||
Administration fees (note 2) |
87,605
|
||||||
Distribution and service fees (note 3) |
49,775
|
||||||
Other operating expenses |
115
|
||||||
Total Expenses |
412,804
|
||||||
Net Investment Income
|
108,743
|
||||||
Net Realized and Unrealized Gains/(losses) on Investments:
|
|||||||
Net realized gain from:
|
|||||||
Investments
|
3,458,859
|
||||||
Options written
|
965,653
|
||||||
Change in unrealized appreciation (depreciation) on:
|
|||||||
Investments
|
955,140
|
||||||
Options written
|
(17,186)
|
||||||
Net Realized and Unrealized Gain on Investments
|
5,362,466
|
||||||
Net Increase in Net Assets Resulting from Operations
|
$
|
5,471,209
|
|||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
For the year ended September 30,
|
2013
|
2012
|
|||||||||
Operations:
|
|||||||||||
Net investment income |
$
|
108,743
|
$
|
65,305
|
|||||||
Net realized gain (loss) from investments and options written |
4,424,512
|
(167,690)
|
|||||||||
Change in unrealized appreciation on investments and options written |
937,954
|
2,942,070
|
|
||||||||
Net Increase in Net Assets Resulting from Operations
|
5,471,209
|
2,839,685
|
|
||||||||
Distributions to Shareholders:
|
|||||||||||
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
|
8,006,288
|
14,480,977
|
|||||||||
Reinvested distributions
|
63,503
|
77,386
|
|||||||||
Shares repurchased
|
(9,105,988)
|
(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 (Decrease) from Capital Share Transactions
|
(1,036,197)
|
9,896,460
|
|
||||||||
Net Increase in Net Assets
|
4,369,708
|
12,656,451
|
|
||||||||
Net Assets:
|
|||||||||||
Beginning of Year |
23,816,812
|
11,160,361
|
|
||||||||
End of Year |
$
|
28,186,520
|
$
|
23,816,812
|
|||||||
Undistributed Net Investment Income
|
$
|
108,744
|
$
|
65,305
|
|
||||||
(Continued) |
The Hillman Focused Advantage Fund
|
|||||||||||
Statements of Changes in Net Assets
|
|||||||||||
For the year ended September 30,
|
2013
|
2012
|
|||||||||
Share Information:
|
|||||||||||
No Load Shares
|
|||||||||||
Shares sold
|
621,465
|
1,276,910
|
|||||||||
Reinvested distributions
|
5,400
|
6,717
|
|||||||||
Shares repurchased
|
(672,425)
|
(353,493)
|
|||||||||
Net Increase (Decrease) in Capital Shares
|
(45,560)
|
930,134
|
|
||||||||
Shares Outstanding, Beginning of Year
|
2,020,182
|
1,090,048
|
|||||||||
Shares Outstanding, End of Year
|
1,974,622
|
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 Year
|
-
|
21,714
|
|||||||||
Shares Outstanding, End of Year
|
-
|
-
|
|||||||||
Class C Shares
|
|||||||||||
Shares sold
|
-
|
1,653
|
|||||||||
Reinvested distributions
|
-
|
-
|
|||||||||
Shares repurchased
|
-
|
(32,484)
|
|||||||||
Net Decrease in Capital Shares
|
-
|
(30,831)
|
|||||||||
Shares Outstanding, Beginning of Year
|
-
|
30,831
|
|||||||||
Shares Outstanding, End of Year
|
-
|
-
|
|||||||||
See Notes to Financial Statements
|
The Hillman Focused Advantage Fund
|
||||||||||||||
Financial Highlights
|
||||||||||||||
For a share outstanding during the
|
||||||||||||||
year ended September 30,
|
2013
|
|
2012
|
|
2011
|
|
2010
|
2009
|
||||||
Net Asset Value, Beginning of Year
|
$
|
11.79
|
$
|
9.77
|
$
|
10.46
|
$
|
9.68
|
$
|
9.76
|
||||
Income (Loss) from Investment Operations:
|
|
|||||||||||||
Net investment income
|
0.03
|
0.05
|
(c)
|
0.07
|
0.04
|
0.13
|
||||||||
Net realized and unrealized gain (loss)
|
||||||||||||||
on investments
|
2.48
|
2.01
|
(0.73)
|
0.85
|
(0.11)
|
|||||||||
Total from Investment Operations
|
2.51
|
2.06
|
(0.66)
|
0.89
|
0.02
|
|||||||||
Less Distributions:
|
||||||||||||||
Dividends (from net investment income)
|
(0.03)
|
(0.04)
|
(0.03)
|
(0.11)
|
(0.06)
|
|||||||||
Distributions (from capital gains)
|
-
|
-
|
-
|
-
|
(0.04)
|
|||||||||
Total Distributions
|
(0.03)
|
(0.04)
|
(0.03)
|
(0.11)
|
(0.10)
|
|||||||||
Net Asset Value, End of Year (a)
|
$
|
14.27
|
$
|
11.79
|
$
|
9.77
|
$
|
10.46
|
$
|
9.68
|
||||
Total Return (a)
|
21.38%
|
21.09%
|
(6.38)%
|
9.15%
|
0.43%
|
|||||||||
Net Assets, End of Year (in thousands)
|
$
|
28,187
|
$
|
23,817
|
$
|
10,651
|
$
|
13,747
|
$
|
17,445
|
||||
Ratios of:
|
||||||||||||||
Gross Expenses to Average Net Assets (b)
|
1.50%
|
1.50%
|
1.50%
|
2.91%
|
2.89%
|
|||||||||
Net Expenses to Average Net Assets (b)
|
1.50%
|
1.50%
|
1.50%
|
2.05%
|
1.45%
|
|||||||||
Net Investment Income to Average Net Assets
|
0.39%
|
0.41%
|
0.58%
|
0.23%
|
1.29%
|
|||||||||
Portfolio turnover rate
|
118.67%
|
39.09%
|
16.10%
|
13.84%
|
29.79%
|
|||||||||
(a)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States of America,
|
|||||||||||||
and, consequently, the net asset value for financial reporting purposes and the total returns based upon those net
|
||||||||||||||
asset values may differ from the net asset values and total returns for shareholder transactions.
|
||||||||||||||
(b)
|
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).
|
||||||||||||||
(c)
|
Per share amounts calculated using the average shares method, which appropriately represents the per share
|
|||||||||||||
data for the period.
|
||||||||||||||
See Notes to Financial Statements
|
1.
|
Organization and Significant Accounting Policies
|
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*
|
$
|
25,853,702
|
$
|
25,853,702
|
$
|
-
|
$
|
-
|
Short-Term Investment
|
3,244,357
|
3,244,357
|
-
|
-
|
||||
Total Assets
|
$
|
29,098,059
|
$
|
29,098,059
|
$
|
-
|
$
|
-
|
Liabilities
|
||||||||
Put Options Written
|
$
|
76,642
|
$
|
-
|
$
|
76,642
|
$
|
-
|
Total Liabilities
|
$
|
76,642
|
$
|
-
|
$
|
76,642
|
$
|
-
|
Derivative Type
|
Location
|
Value
|
|
Equity Contracts – written options
|
Options written, at value
|
$76,642
|
Derivative Type
|
Location
|
Gains (Losses)
|
|
Equity Contracts – written options
|
Net realized gain from options written
|
$965,653
|
|
Equity Contracts – written options
|
Change in unrealized depreciation on options written
|
(17,186) )
|
2.
|
Transactions with Affiliates
|
3.
|
Distribution and Service Fees
|
4.
|
Purchases and Sales of Investment Securities
|
Fiscal Year Ended
|
Purchases of
Securities
|
Proceeds from
Sales of Securities
|
September 30, 2013
|
$32,148,601
|
$25,829,721
|
5.
|
Option Writing
|
Call Options
|
Put Options
|
||||||
Number
of Contracts
|
Premiums
Received
|
Number
of Contracts
|
Premiums
Received
|
||||
Options Outstanding, Beginning of Year
|
279
|
$ 14,933
|
1,568
|
$ 77,522
|
|||
Options written
|
4,661
|
309,253
|
10,075
|
802,296
|
|||
Options exercised
|
(1,888)
|
(139,267)
|
(2,612)
|
(227,180)
|
|||
Options expired
|
(3,052)
|
(184,919)
|
(8,201)
|
(586,587)
|
|||
Options Outstanding, End of Year
|
-
|
$ -
|
830
|
$ 66,051
|
6.
|
Federal Income Tax
|
September 30, 2013
|
September 30, 2012
|
|
Ordinary Income
|
$65,304
|
$79,694
|
Cost of Investments
|
$ 27,749,227
|
|||||
Unrealized Appreciation
|
2,586,163
|
|||||
Unrealized Depreciation
|
(1,313,973)
|
|||||
Net Unrealized Appreciation
|
1,272,190
|
|||||
Undistributed Net Investment Income
|
108,744
|
|||||
Accumulated Net Realized Losses on Investments
|
(23,204,956)
|
|||||
Accumulated Deficit
|
|
$ (21,824,022)
|
||||
7.
|
Commitments and Contingencies
|
8.
|
New Accounting Pronouncements
|
9.
|
Subsequent Events
|
1.
|
Proxy Voting Policies and Voting Record
|
2.
|
Quarterly Portfolio Holdings
|
3.
|
Tax Information
|
4.
|
Meeting of Shareholders
|
5.
|
Schedule of Shareholder Expenses
|
Beginning
Account Value
April 1, 2013
|
Ending
Account Value
September 30, 2013
|
Expenses Paid
During Period*
|
|
Actual
Hypothetical (5% annual return before expenses)
|
|||
$1,000.00
|
$ 1,096.80
|
$7.88
|
|
$1,000.00
|
$ 1,017.55
|
$7.59
|
6.
|
Information about Trustees and Officers
|
Name, Age,
and Address
|
Position(s)
held with
Fund/Trust
|
Length of
Time
Served
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
|
Other Directorships
Held by Trustee
During Past 5 Years
|
Independent Trustees
|
|||||
Jack E. Brinson, 81
|
Trustee
|
Since 12/2000
|
Retired since January 2000; Previously, President, Brinson Investment Co. (personal investments) and President, Brinson Chevrolet, Inc. (auto dealership).
|
1
|
Independent Trustee of the following: The Brown Capital Management Funds for the three series of the trust; DGHM Investment Trust for the two series of that trust; Gardner Lewis Investment Trust for the two series of that trust; and Tilson Investment Trust for the one series of that trust (all registered investment companies); previously, Independent Trustee of New Providence Investment Trust for its one series from inception until 2011.
|
James H. Speed, Jr., 60
|
Trustee
|
Since 3/2009
|
President and CEO of NC Mutual Insurance Company (insurance company) since May 2003; President of Speed Financial Group, Inc. (consulting/private investments) from March 2000 to April 2003.
|
1
|
Independent Trustee of the following The Brown Capital Management Funds for the three series of the trust; Starboard Investment Trust for the twenty-three series of that trust; and Tilson Investment Trust for the one series of that trust (all registered investment companies). Member of Board of Directors of NC Mutual Life Insurance Company. Member of Board of Directors of M&F Bancorp. Previously, Independent Trustee of New Providence Investment Trust for its one series from 2009 until 2011 (registered investment company).
|
Name, Age,
and Address
|
Position(s)
held with
Fund/Trust
|
Length of
Time
Served
|
Principal Occupation(s)
During Past 5 Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Trustee
|
Other Directorships
Held by Trustee
During Past 5 Years
|
Theo H. Pitt, Jr.
Age: 77
|
Independent Trustee
|
Independent Trust since 5/2013
|
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1999; Partner, Pikar Properties (real estate) since 2001; Account Administrator, Holden Wealth Management Group of Wachovia Securities (money management firm) from 2003-2008.
|
1
|
Independent Trustee of DGHM Investment Trust for its two series, Gardner Lewis Investment Trust for its two series, Hanna Investment Trust for its one series, Starboard Investment Trust for its twenty-three series, and World Funds Trust for its one series (all registered investment companies); previously, Independent Trustee of NCM Capital Investment Trust for its one series from 2007 to 2009, New Providence Investment Trust from 2008 to 2009, and Tilson Investment Trust for its one series from 2004 to 2009 (all registered investment companies).
|
Interested Trustee*
|
|||||
Mark A. Hillman, 51
4350 East West Highway
Suite 502
Bethesda, MD 20814
|
Trustee and President (Principal Executive Officer)
|
Trustee and President since 12/2000
|
President, Hillman Capital Management, Inc. (investment advisor to the Fund); previously, Chief Investment Officer, Menocal Capital Management, Inc. (investment advisor).
|
1
|
None
|
* Basis of Interestedness. Mr. Hillman is an Interested Trustee because he is an officer of Hillman Capital Management, Inc., the investment advisor to the Fund.
|
|||||
Other Officers
|
|||||
C. Frank Watson III, 43
1330 St. Mary’s Street
Suite 400
Raleigh, NC 27605
|
Treasurer (Principal Financial Officer)
|
Since 10/2011
|
President, Fairview Investment Services, LLC since 2005; previously, President and Chief Operating Officer, The Nottingham Company (administrator to the Fund).
|
n/a
|
n/a
|
Greyson L. Davis, 35
|
Chief Compliance Officer
|
Since 11/2011
|
Fund Accounting Team Manager, The Nottingham Company since 2001.
|
n/a
|
n/a
|
T. Lee Hale, Jr. 35
|
Assistant Secretary
|
Since 1/2011
|
Financial Reporting Manager for The Nottingham Company (fund administrator) since 2009; previously, principal of Lee Hale Contracting (marine industry consulting).
|
n/a
|
n/a
|
A. Vason Hamrick, 36
|
Secretary and Assistant Treasurer
|
Since 3/2007
|
Corporate Counsel, The Nottingham Company since 2004.
|
n/a
|
n/a
|
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 @:
|
World Wide Web @:
|
ncfunds.com
|
hillmancapital.com
|
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 substantive 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.
|
Item 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
(a)
|
Audit Fees – Audit fees billed for the registrant for the fiscal years ended September 30, 2012 and September 30, 2013 are reflected in the table below. These amounts represent aggregate fees billed by the registrant’s independent accountant, BBD, 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
|
2012
|
2013
|
The Hillman Focused Advantage Fund
|
$11,500
|
$11,500
|
(b)
|
Audit-Related Fees – There were no additional fees billed in the fiscal years ended September 30, 2012 and September 30, 2013 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 the fiscal years ended for September 30, 2012 and September 30, 2013 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
|
2012
|
2013
|
The Hillman Focused Advantage Fund
|
$2,000
|
$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 fiscal years ended September 30, 2012 and September 30, 2013.
|
(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, 2012 and September 30, 2013 were $2,000, 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).
|
By: (Signature and Title)
|
/s/ Mark A. Hillman
|
Mark A. Hillman, Trustee, President and
|
|
Principal Executive Officer
|
|
Date: November 30, 2013
|
By: (Signature and Title)
|
/s/ Mark A. Hillman
|
Mark A. Hillman, Trustee, President and
|
|
Principal Executive Officer
|
|
Date: November 30, 2013
|
By: (Signature and Title)
|
/s/ C. Frank Watson III
|
C. Frank Watson III, Treasurer and
|
|
Principal Financial Officer
|
|
Date: November 29, 2013
|
a)
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
b)
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Trust;
|
c)
|
Compliance with applicable laws and governmental rules and regulations;
|
d)
|
The prompt internal reporting of violations of this Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and
|
e)
|
Accountability for adherence to this Code of Ethics.
|
II.
|
Ethical Handling of Conflicts of Interest
|
a)
|
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;
|
b)
|
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;
|
c)
|
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; and
|
d)
|
Report at least annually any affiliations or other relationships related to conflicts of interest that are covered in the Trust’s “Trustees and Officers Questionnaire.”
|
a)
|
Service as a trustee on the board of any public company;
|
b)
|
The receipt of non-nominal gifts (currently gifts in excess of $200);
|
c)
|
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;
|
d)
|
Any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment advisor, principal underwriter, administrator, or any affiliated person thereof; and
|
e)
|
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.
|
a)
|
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust;
|
b)
|
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;
|
c)
|
Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust and the advisor or administrator, as appropriate, 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 Securities and Exchange Commission and in other public communications made by the Trust; and
|
d)
|
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules, and regulations.
|
a)
|
Upon adoption of this Code of Ethics (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Trustees that he has received, read, and understands the Code of Ethics;
|
b)
|
Annually thereafter affirm to the Board of Trustees that he has complied with the requirements of this Code of Ethics;
|
c)
|
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
|
d)
|
Promptly notify the Trust’s Audit Committee if he or she knows of any material violation of this Code of Ethics.
|
a)
|
The compliance officer of the Trust’s investment advisor (or such other Trust officer or other investigator as the Audit Committee may from time to time designate) (referred to in this Code of Ethics as the “Investigator”) shall take appropriate action to investigate any potential violations that are reported;
|
b)
|
If, after such investigation, the Investigator believes that no violation has occurred, the Investigator is not required to take any further action;
|
c)
|
Any matter that the Investigator believes is a violation will be reported to the Audit Committee;
|
d)
|
If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board of Trustees, 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 advisor, administrator, or their boards; or a recommendation to dismiss the Covered Officer;
|
e)
|
The Board of Trustees will be responsible for granting waivers, as appropriate; and
|
f)
|
Any changes to or waivers of this Code of Ethics will, to the extent required, be disclosed as provided by rules of the Securities and Exchange Commission.
|
Date: November 30, 2013
|
/s/ Mark A. Hillman | ||
Mark A. Hillman, Trustee, President, and Principal Executive Officer, Hillman Capital Management Investment Trust
|
Date: November 27, 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 Funds.
|
Date: November 30, 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 Funds.
|
Date: November 27, 2013
|
By:
|
/s/ C. Frank Watson III | |
C. Frank Watson III
Treasurer and Principal Financial Officer of the Hillman Capital Management Investment Trust
|
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