ncsrs0314.htm

Semi-Annual Report 2014

March 31, 2014

(Unaudited)

The Hillman Focused Advantage Fund

No Load Shares

This report and the financial statements contained herein are submitted for the general information of the shareholders of The Hillman Focused Advantage Fund (“Fund”). The Fund’s shares are not deposits or obligations of, or guaranteed by, any depository institution. The Fund’s shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested. Neither the Fund nor the Fund’s distributor is a bank.

The Hillman Focused Advantage Fund is distributed by Capital Investment Group, Inc., Member FINRA/SIPC, 17 Glenwood Ave, Raleigh, NC, 27603. There is no affiliation between The Hillman Focused Advantage Fund, including its principals, and Capital Investment Group, Inc.

Statements in this Semi-Annual Report that reflect projections or expectations of future financial or economic performance of The Hillman Focused Advantage Fund (“Fund”) and of the market in general and statements of the Fund’s plans and objectives for future operations are forward-looking statements. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed or anticipated in any such forward-looking statements. Important factors that could result in such differences, in addition to the other factors noted with such forward-looking statements, include, without limitation, general economic conditions such as inflation, recession and interest rates. Past performance is not a guarantee of future results.

Investments in the Fund are subject to investment risks, including the possible loss of some or the entire principal amount invested. There can be no assurance that the Fund will be successful in meeting its investment objective. Investment in the Fund is subject to the following risks: market risk, management style risk, investment advisor risk, operating risk, small-cap and mid-cap companies risk, non-diversified status risk, sector focus risk, and risks from writing options. More information about these risks and other risks can be found in the Fund’s prospectus.

The performance information quoted in this semi-annual report represents past performance, which is not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data current to the most recent month-end by visiting hillmancapital.com.

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The prospectus contains this and other information about the Fund. A copy of the prospectus is available at hillmancapital.com or by calling Shareholder Services at 800-773-3863. The prospectus should be read carefully before investing.

This Semi-Annual Report was first distributed to shareholders on or about May 30, 2014.

For More Information on Your Hillman Focused Advantage Fund:

See Our Website @ hillmancapital.com

Call Our Shareholder Services Group at 800-773-3863

The Hillman Focused Advantage Fund

Schedule of Investments
(Unaudited)

As of March 31, 2014
			Shares		Value (Note 1)

COMMON STOCKS - 88.65%

	Consumer Discretionary - 13.59%
		Best Buy Co., Inc.	30,000	$	792,300
		Nordstrom, Inc.	11,000		686,950
		PetSmart, Inc.	11,000		758,010
		Staples, Inc.	60,000		680,400
		Target Corp.	10,000		605,100
		Yum! Brands, Inc.	10,000		753,900
					4,276,660
	Consumer Staples - 7.96%
		Kellogg Co.	15,000		940,650
		Sysco Corp.	20,000		722,600
		Wal-Mart Stores, Inc.	11,000		840,730
					2,503,980
	Energy - 3.55%
		Exxon Mobil Corp.	6,600		644,688
	†	Transocean Ltd.	11,400		471,276
					1,115,964
	Financials - 14.36%
		American Express Co.	10,000		900,300
		Bank of America Corp.	55,000		946,000
		The Allstate Corp.	16,000		905,280
		The Goldman Sachs Group, Inc.	4,800		786,480
		The Western Union Co.	60,000		981,600
					4,519,660
	Health Care - 12.50%
		Aetna, Inc.	11,000		824,670
		Amgen, Inc.	6,600		814,044
	†	Johnson & Johnson	8,700		854,601
	*	Laboratory Corp. of America Holdings	6,000		589,260
		Merck & Co., Inc.	15,000		851,550
					3,934,125
	Industrials - 7.63%
		Caterpillar, Inc.	8,000		794,960
	†	Joy Global, Inc.	12,000		696,000
		Raytheon Co.	9,200		908,868
					2,399,828
	Information Technology - 21.67%
		Apple, Inc.	2,300		1,234,502
		Cisco Systems, Inc.	30,400		681,416
		Corning, Inc.	45,000		936,900
	*	eBay, Inc.	15,000		828,600
		Intel Corp.	25,000		645,350

					(Continued)

The Hillman Focused Advantage Fund

Schedule of Investments
(Unaudited)

As of March 31, 2014
						Shares		Value (Note 1)

	Information Technology - continued
		International Business Machines Corp.				4,000	$	769,960
		Microsoft Corp.				20,000		819,800
	†	Oracle Corp.				22,000		900,020
	*	Yahoo!, Inc.				100		3,590
								6,820,138
	Materials - 5.61%
		Alcoa, Inc.				18,200		234,234
		EI du Pont de Nemours & Co.				10,000		671,000
		Nucor Corp.				17,000		859,180
								1,764,414
	Telecommunication Services - 1.78%
		AT&T, Inc.				16,000		561,120
								561,120

		Total Common Stocks (Cost $24,467,283)						27,895,889

SHORT-TERM INVESTMENT - 9.88%
	§	Federated Prime Obligations Fund, 0.02%				3,109,754		3,109,754

		Total Short-Term Investment (Cost $3,109,754)						3,109,754

Total Value of Investments (Cost $27,577,037) - 98.53%							$	31,005,643
Options Written (Premiums Received $78,867) - (0.30)%								(94,749)
Other Assets Less Liabilities - 1.77%								556,808

	Net Assets - 100.00%						$	31,467,702

†	All or a portion of security is pledged as collateral for options written.
*	Non-income producing investment
§	Represents 7 day effective yield as of March 31, 2014

			Summary of Investments
				% of Net
				Assets		Value
			Consumer Discretionary	13.59%	$	4,276,660
			Consumer Staples	7.96%		2,503,980
			Energy	3.55%		1,115,964
			Financials	14.36%		4,519,660
			Health Care	12.50%		3,934,125
			Industrials	7.63%		2,399,828
			Information Technology	21.67%		6,820,138
			Materials	5.61%		1,764,414
			Telecommunication Services	1.78%		561,120
			Short-Term Investment	9.88%		3,109,754
			Options Written	(0.30)%		(94,749)
			Other Assets less Liabilities	1.77%		556,808
			Total	100.00%	$	31,467,702
								(Continued)

The Hillman Focused Advantage Fund

Schedule of Investments
(Unaudited)

As of March 31, 2014
			Number of Contracts*		Exercise Price	Maturity Date		Value (Note 1)


PUT OPTIONS WRITTEN - (0.20%)
		Universal Display Corporation	300	$	33.00	4/19/2014	$	50,250
		Yahoo, Inc.	300		34.00	4/19/2014		13,200

		Total Put Options Written (Premiums Received $36,332)					$	63,450

CALL OPTIONS WRITTEN - (0.10%)
		Amgen, Inc.	66		125.00	4/19/2014		11,649
		American Express Company	100		92.50	4/19/2014		6,200
		Nucor Corporation	170		52.50	4/19/2014		4,250
		Raytheon Company	92		100.00	4/19/2014		9,200

		Total Call Options Written (Premiums Received $42,535)					$	31,299

		Total Options Written (Premiums Received $78,867)					$	94,749

	*	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 March 31, 2014

Assets:
	Investments in securities, at value (cost $27,577,037)		$	31,005,643
	Cash			194,115
	Cash at Broker			331,115
	Receivables:
		Fund shares sold		35,430
		Dividends and interest		40,560

	Total assets			31,606,863

Liabilities:
	Options written, at value (premiums received $66,051)			94,749
	Payables:
		Investments purchased		4,787
	Accrued expenses:
		Administration fees		12,930
		Advisory fees		25,913
		Other expenses		783

	Total liabilities			139,162

Net Assets			$	31,467,702

Net Assets Consist of:
	Paid in capital		$	49,530,810
	Undistributed net investment income			82,179
	Accumulated net realized loss on investments			(21,558,011)
	Net unrealized appreciation on investments and options written			3,412,724

	Total Net Assets		$	31,467,702
	No Load Shares Outstanding, no par value (unlimited authorized shares)			1,940,435
	Net Asset Value, Offering Price and Redemption Price Per Share		$	16.22






See Notes to Financial Statements

The Hillman Focused Advantage Fund

Statement of Operations
(Unaudited)

For the period ended March 31, 2014

Investment Income:
	Dividends		$	302,423

	Total Investment Income			302,423

Expenses:
	Administration fees (note 2)			73,309
	Advisory fees (note 2)			146,911
	Other operating expenses			24

	Total Expenses			220,244

Net Investment Income				82,179

Net Realized and Unrealized Gains (Losses) on Investments:

	Net realized gain from:
		Investments		1,484,519
		Options written		402,258

	Change in unrealized appreciation (depreciation) on:
		Investments		1,821,835
		Options written		78,867

Net Realized and Unrealized Gain on Investments				3,787,479

Net Increase in Net Assets Resulting from Operations			$	3,869,658











See Notes to Financial Statements

The Hillman Focused Advantage Fund

Statements of Changes in Net Assets

				March 31,		September 30,
For the period or year ended				2014		2013

Operations:
	Net investment income		$	82,179	$	108,743
	Net realized gain from investments and options written			1,886,777		4,424,512
	Change in unrealized appreciation on investments and options written			1,900,702		937,954

Net Increase in Net Assets Resulting from Operations				3,869,658		5,471,209

Distributions to Shareholders:
	Net investment income			(108,744)		(65,304)

Decrease in Net Assets Resulting from Distributions				(108,744)		(65,304)

Capital Share Transactions:
	No Load Shares
		Shares sold		5,254,484		8,006,288
		Reinvested distributions		106,484		63,503
		Shares repurchased		(5,840,700)		(9,105,988)

Decrease from Capital Share Transactions				(479,732)		(1,036,197)

Net Increase in Net Assets				3,281,182		4,369,708

Net Assets:
	Beginning of Period			28,186,520		23,816,812
	End of Period		$	31,467,702	$	28,186,520

Undistributed Net Investment Income			$	82,179	$	108,744

Share Information:
	No Load Shares
		Shares sold		340,363		621,465
		Reinvested distributions		6,808		5,400
		Shares repurchased		(381,359)		(672,425)
	Net Decrease in Capital Shares			(34,187)		(45,560)
	Shares Outstanding, Beginning of Period			1,974,622		2,020,182
	Shares Outstanding, End of Period			1,940,435		1,974,622











See Notes to Financial Statements

The Hillman Focused Advantage Fund

Financial Highlights

For a share outstanding during the				March 31,		September 30,
period or year ended				2014		2013		2012		2011		2010

Net Asset Value, Beginning of Year			$	14.27	$	11.79	$	9.77	$	10.46	$	9.68

Income (Loss) from Investment Operations:
	Net investment income			0.04		0.03		0.05		0.07		0.04
	Net realized and unrealized gain (loss)
		on investments		1.97		2.48		2.01		(0.73)		0.85

Total from Investment Operations				2.01		2.51		2.06		(0.66)		0.89

Less Distributions:
	Dividends (from net investment income)			(0.06)		(0.03)		(0.04)		(0.03)		(0.11)

Total Distributions				(0.06)		(0.03)		(0.04)		(0.03)		(0.11)

Net Asset Value, End of Year (a)			$	16.22	$	14.27	$	11.79	$	9.77	$	10.46

Total Return (a)				13.99%		21.38%		21.09%		(6.38)%		9.15%

Net Assets, End of Year (in thousands)			$	31,468	$	28,187	$	23,817	$	10,651	$	13,747

Ratios of:
Gross Expenses to Average Net Assets (b)				1.50%		1.50%		1.50%		1.50%		2.91%
Net Expenses to Average Net Assets (b)				1.50%		1.50%		1.50%		1.50%		2.05%
Net Investment Income to Average Net Assets				0.56%		0.39%		0.41%		0.58%		0.23%

Portfolio turnover rate				12.36%		118.67%		39.09%		16.10%		13.84%


(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).












See Notes to Financial Statements

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

1.	Organization and Significant Accounting Policies

The Hillman Focused Advantage Fund (the “Fund”) is a series of the Hillman Capital Management Investment Trust (the “Trust”), which was organized as a Delaware Business Statutory Trust and is registered under the Investment Company Act of 1940, (the “1940 Act”), as amended, as an open-ended management investment company.

The Fund commenced operations on December 29, 2000. The investment objective of the Fund is to seek long-term capital appreciation.

The following is a summary of significant accounting policies consistently followed by the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Investment Valuation

Securities listed on an exchange or quoted on a national market system are valued at the last sales price as of 4:00 p.m. Eastern Time. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. Listed securities and other securities traded in the over-the-counter market for which no sale was reported on that date are valued at the most recent bid price. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value. Securities and assets for which representative market quotations are not readily available (e.g., if the exchange on which the portfolio security is principally traded closes early or if trading of the particular portfolio security is halted during the day and does not resume prior to the Fund’s net asset value calculation) or which cannot be accurately valued using the Fund’s normal pricing procedures are valued at fair value as determined in good faith by either a valuation committee or the Fund’s Investment Advisor in accordance with procedures established by, and under the supervision of, the Fund’s Trustees. A portfolio security’s “fair value” price may differ from the price next available for that portfolio security using the Fund’s normal pricing procedures.

Option Valuation

Exchange-listed options are valued at their last quoted sales price as reported on their primary exchange as of 4:00 p.m. Eastern Time (the “Valuation Time”). For purposes of determining the primary exchange for each exchange-traded portfolio option the following shall apply: (i) if the option is traded on the Chicago Board Options Exchange (“CBOE”), the CBOE shall be considered the primary exchange for such option, unless the Advisor instructs the Administrator in writing to use a different exchange as the primary exchange for such option; and (ii) if the option does not trade on the CBOE, the Advisor shall instruct the Administrator in writing as to the primary exchange for such option. If an option is not traded on the valuation date, the option shall be priced at the mean of the last quoted bid and ask prices as of the Valuation Time. An option may be valued using Fair Valuation when (i) the option does not trade on the valuation date; and (ii) reliable last quoted bid and ask prices as of the Valuation Time are not readily available.

Fair Value Measurement

Various inputs are used in determining the fair value of the Fund's investments. GAAP establishes a hierarchy that prioritizes inputs to valuations methods. These inputs are summarized in the three broad levels listed below:

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)

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs as of March 31, 2014 for the Fund’s investments:


Investments in Securities (a)		Total		Level 1		Level 2		Level 3
Assets
Common Stocks*	$	27,895,889	$	27,895,889	$	-	$	-
Short-Term Investment		3,109,754		3,109,754		-		-
Total Assets	$	31,005,643	$	31,005,643	$	-	$	-

Liabilities
Options Written	$	94,749	$	-	$	94,749	$	-
Total Liabilities	$	94,749	$	-	$	94,749	$	-

(a) The Fund did not hold any Level 3 securities during the year. There were no transfers into or out of Level 1 and Level 2 during the year. It is the Fund’s policy to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting year.

*For a detailed breakout by sector, please refer to the Schedule of Investments.

Derivative Financial Instruments

The Fund may invest in derivative financial instruments (derivatives) in order to manage risk or gain exposure to various other investments or markets. Derivatives may contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and the potential for market movements which may expose the Fund to gains or losses in excess of the amounts shown on the Statement of Assets and Liabilities.

Derivatives are marked to market daily based upon quotations from market makers or the Fund’s independent pricing services and the Fund’s net benefit or obligation under the contract, as measured by the fair market value of the contract, is included in net assets on the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these derivatives for the year are included in the Statement of Operations.

The following table sets forth the effect of the option contracts on the Statement of Assets and Liabilities for the year ended March 31, 2014:

Derivative Type	Location		Value
Equity Contracts – written options	Options written, at value		$94,749

The following table sets forth the effect of the option contracts on the Statement of Operations for the year ended March 31, 2014:

Derivative Type	Location	Gains (Losses)
Equity Contracts – written options	Net realized gain from options written	$402,258
Equity Contracts – written options	Change in unrealized depreciation on options written	(78,867) )

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

The amounts of realized and changes in unrealized gains and losses on options written during the year as reflected in the Statement of Operations serve as indicators of the volume of derivative activity for the Fund.

Investment Transactions and Investment Income

Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes accretion and amortization of discounts and premiums. Gains and losses are determined on the identified cost basis, which is the same basis used for federal income tax purposes.

Expenses

The Fund bears expenses incurred specifically on its behalf and Trust level expenses, which are allocated according to methods reviewed annually by the Trustees.

Distributions

The Fund may declare and distribute dividends from net investment income (if any) quarterly. Distributions from capital gains (if any) are generally declared and distributed annually. Dividends and distributions to shareholders are recorded on ex-date.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.

Federal Income Taxes

No provision for income taxes is included in the accompanying financial statements, as the Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.

Option Writing

When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from options written. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain or loss (depending on if the premium is less than the amount paid for the closing purchase transaction). If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as the writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. Written options are non-income producing securities.

2.	Transactions with Affiliates

Advisor

The Fund pays monthly fees to Hillman Capital Management, Inc. (the “Advisor”) based upon the average daily net assets and calculated at an annual rate of 1.00%. For the period ended March 31, 2014, the Fund incurred advisory fees in the amount of $146,911.

Administrator

Fund Accounting and Administration Agreement: The Nottingham Company (“Administrator”) provides the Fund with administrative, fund accounting, and compliance services. The Administrator receives compensation from the Fund at a maximum annual rate of 0.499% and is responsible for the coordination and payment of vendor services and other Fund expenses for such compensation. Pursuant to this arrangement, the Administrator pays the following expenses: (i) compensation and expenses of any employees of the Trust and of any other persons rendering any

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

services to the Fund; (ii) clerical and shareholder service staff salaries; (iii) office space and other office expenses; (iv) fees and expenses incurred by the Fund in connection with membership in investment company organizations; (v) fees and expenses of counsel to the Trustees who are not interested persons of the Fund and Trust; (vi) fees and expenses of counsel to the Fund and Trust engaged to assist with preparation of Fund and Trust documents and filings and provide other ordinary legal services; (vii) fees and expenses of independent public accountants to the Fund, including fees and expense for tax preparation; (viii) expenses of registering shares under federal and state securities laws; (ix) insurance expenses; (x) fees and expenses of the custodian, shareholder servicing, dividend disbursing and transfer agent, administrator, distributor, and accounting and pricing services agents of the Fund; (xi) compensation for a chief compliance officer for the Trust; (xii) expenses, including clerical expenses, of issue, sale, redemption, or repurchase of shares of the Fund; (xiii) the cost of preparing and distributing reports and notices to shareholders; (xiv) the cost of printing or preparing prospectuses and statements of additional information for delivery to the Fund’s current shareholders; (xv) the cost of printing or preparing documents, statements or reports to shareholders; and (xvi) other expenses not specifically assumed by the Fund or Advisor. The Administrator cannot recoup from the Fund any Fund expenses in excess of the administration fees payable under the Fund Accounting and Administration Agreement. The Fund incurred $73,309 in administration fees for the period ended March 31, 2014.

Operating Plan: The Advisor has entered into an Operating Plan with the Administrator under which it has agreed make the following payments to the Administrator: (i) when the Fund’s assets are below $40 million, the Advisor pays the Administrator a fee based on the daily average net assets of the Fund; and (ii) when the consolidated fee collected by the Administrator is less than a designated minimum operating cost, then the Advisor pays the Administrator a fee that makes up the difference. The Advisor is also obligated to pay the following Fund expenses under the Operating Plan: (i) marketing, distribution, and servicing expenses related to the sale or promotion of Fund shares that the Fund is not authorized to pay pursuant to the Investment Company Act; (ii) expenses incurred in connection with the organization and initial registration of shares of the Fund; (iii) expenses incurred in connection with the dissolution and liquidation of the Fund; (iv) expenses related to shareholder meetings and proxy solicitations; (v) fees and expenses related to legal, auditing, and accounting services that are outside of the scope of ordinary services; and (vi) hiring employees and retaining advisers and experts as contemplated by Rule 0-1(a)(7)(vii) of the Investment Company Act.

The Operating Plan may be terminated by either party at the conclusion of the then current term upon: (i) written notice of non-renewal to the other party not less than sixty days prior to the end of the term, or (ii) mutual written agreement of the parties. The Advisor cannot recoup from the Fund any amounts paid by the Advisor to the Fund’s administrator under the Operating Plan. If the Operating Plan is terminated when the Fund is at lower asset levels, the administrator would likely need to terminate the Fund Accounting and Administration Agreement in order to avoid incurring expenses without reimbursement from the Advisor. Unless other expense limitation arrangements were put in place, the Fund’s expenses would likely increase.

Compliance Services

Nottingham Compliance Services, LLC (“NCS”), a fully owned affiliate of the Administrator, provides services which assist the Trust’s Chief Compliance Officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a-1 of the 1940 Act. NCS is entitled to receive compensation from the Administrator pursuant to the Administrator’s fee arrangements with the Fund.

In January 2014, Cipperman Compliance Services, LLC assumed providing services as the Trust’s Chief Compliance Officer.

Transfer Agent

Nottingham Shareholder Services, LLC (the “Transfer Agent”) serves as transfer, dividend paying, and shareholder servicing agent for the Fund. For its services, the Transfer Agent is entitled to receive compensation from the Administrator pursuant to the Administrator’s fee arrangements with the Fund.

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

Distributor

Capital Investment Group, Inc. (the “Distributor”) serves as the Fund’s principal underwriter and distributor. For its services, the Distributor is entitled to receive compensation from the Administrator pursuant to the Administrator’s fee arrangements with the Fund.

Certain Trustees and officers of the Trust are also officers of the Advisor, the Distributor or the Administrator.

3.	Distribution and Service Fees

The Trustees, including a majority of the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act and who have no direct or indirect financial interest in such plan or in any agreement related to such plan, adopted a distribution plan pursuant to Rule 12b-1 of the 1940 Act (the “Plan”). The 1940 Act regulates the manner in which a regulated investment company may assume expenses of distributing and promoting the sales of its shares and servicing of its shareholder accounts. The Plan provides that the Fund may incur certain expenses, which may not exceed 0.25% per annum of the Fund’s average daily net assets for each year elapsed subsequent to adoption of the Plan, for payment to the Distributor and others for items such as advertising expenses, selling expenses, commissions, travel or other expenses reasonably intended to result in sales of shares of the Fund or support servicing of shareholder accounts. The Plan was terminated as of June 28, 2013.

4.	Purchases and Sales of Investment Securities

For the period ended March 31, 2014, the aggregate cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were as follows:

Period Ended	Purchases of Securities	Proceeds from Sales of Securities
March 31, 2014	$3,859,509	$9,195,891

There were no long-term purchases or sales of U.S Government Obligations during the period ended March 31, 2014.

5.	Option Writing

A summary of option contracts written by the Fund during the period ended March 31, 2014 were as follows:

	Call Options			Put Options
	Number of Contracts		Premiums Received	Number of Contracts		Premiums Received
Options Outstanding, Beginning of Period	-	$	-	830	$	66,051
Options written	3,479		227,479	4,285		322,819
Options closed	(175)		(21,562)	-		-
Options exercised	(1,594)		(87,620)	(562)		-
Options expired	(1,282)		(75,762)	(3,953)		(352,538)
Options Outstanding, End of Period	428	$	42,535	600	$	36,332

6.	Federal Income Tax

Distributions are determined in accordance with Federal income tax regulations, which differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

Management reviewed the Fund’s tax positions to be taken on federal income tax returns as of and during the period ended March 31, 2014, and determined that the Fund does not have a liability for uncertain tax positions. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period, the Fund did not incur any interest or penalties.

At March 31, 2014, the tax-basis cost of investments and components of distributable earnings (deficit) were as follows:

Cost of Investments	$	27,577,037

Unrealized Appreciation		4,308,173
Unrealized Depreciation		(895,449)
Net Unrealized Appreciation		3,412,724

Undistributed Net Investment Income		82,179
Accumulated Net Realized Losses on Investments		(21,558,011)

Accumulated Deficit	$	(18,063,108)

The difference between book-basis and tax-basis net unrealized appreciation (depreciation) and accumulated realized losses is attributable to the tax deferral of losses from wash sales.

7.	Commitments and Contingencies

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.

8.	Recent Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2013-08, Financial Services—Investment Companies. ASU 2013-08 provides clarifying guidance to determine if an entity qualifies as an investment company. ASU 2013-08 also requires an investment company to measure non-controlling interests in other investment companies at fair value. The requirements of ASU 2013-08 are effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. It is not expected that ASU 2013-08 will have an impact on financial statement disclosures.

Management is currently evaluating the impact ASU No. 2011-11 and ASU No. 2013-01 will have on the Fund’s financial statements and disclosures.

(Continued)

The Hillman Focused Advantage Fund

Notes to Financial Statements

(Unaudited)

9.	Subsequent Events

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date of issuance of these financial statements. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.

(Continued)

The Hillman Focused Advantage Fund

Additional Information

(Unaudited)

1.	Proxy Voting Policies and Voting Record

A copy of the Trust’s Proxy Voting and Disclosure Policy and the Advisor’s Proxy Voting and Disclosure Policy are included as Appendix B to the Fund’s Statement of Additional Information and are available, (1) without charge, upon request, by calling 800-773-3863 and (2) on the Securities and Exchange Commission’s (“SEC”) website at sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (1) without charge, upon request, by calling the Fund at the number above and (2) on the SEC’s website at sec.gov.

2.	Quarterly Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q is available on the SEC’s website at sec.gov. You may review and make copies at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 800-SEC-0330. You may also obtain copies without charge, upon request, by calling the Fund at 800-773-3863.

3.	Tax Information

We are required to advise you within 60 days of the Fund’s fiscal year-end regarding the federal tax status of certain distributions received by shareholders during each fiscal year. The following information is provided for the Fund’s period ended March 31, 2014.

During the period ended March 31, 2014, no long-term capital gain distributions were paid from the Fund.

Dividend and distributions received by retirement plans such as IRAs, Keogh-type plans, and 403(b) plans need not be reported as taxable income. However, many retirement plans may need this information for their annual information meeting.

4.	Schedule of Shareholder Expenses

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including investment advisory fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

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

Hypothetical Example for Comparison Purposes – The last line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

(Continued)

The Hillman Focused Advantage Fund

Additional Information

(Unaudited)

	Beginning Account Value October 1, 2013	Ending Account Value March 31, 2014	Expenses Paid During Period*
Actual Hypothetical (5% annual return before expenses)
	$1,000.00	$ 1,139.90	$8.06
	$1,000.00	$ 1,017.40	$7.59

*Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio of 1.50%, multiplied by the number of days in the most recent period divided by the number of days in the fiscal year (to reflect the six month period).

The Hillman Focused Advantage Fund

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.

	Not applicable.


Item 3.		AUDIT COMMITTEE FINANCIAL EXPERT.

	Not applicable.


Item 4.		PRINCIPAL ACCOUNTANT FEES AND SERVICES.

	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 SECURITYHOLDERS.

	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)	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: June 2, 2014			Mark A. Hillman Trustee, President and Principal Executive Officer


By: (Signature and Title)			/s/Mark A. Hillman
Date: June 2, 2014			Mark A. Hillman Trustee, President and Principal Executive Officer Hillman Capital Management Investment Trust


By: (Signature and Title)			/s/C. Frank Watson III
Date: June 9, 2014			C. Frank Watson III Treasurer and Principal Financial Officer Hillman Capital Management Investment Trust