0001122649-17-000015.txt : 20170609 0001122649-17-000015.hdr.sgml : 20170609 20170609120342 ACCESSION NUMBER: 0001122649-17-000015 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 EFFECTIVENESS DATE: 20170609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST CENTRAL INDEX KEY: 0001122649 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-10085 FILM NUMBER: 17902023 BUSINESS ADDRESS: STREET 1: 116 SOUTH FRANKLIN STREET STREET 2: PO BOX 69 CITY: ROCKY MOUNT STATE: NC ZIP: 27802-0069 BUSINESS PHONE: 2529729922 MAIL ADDRESS: STREET 1: 116 SOUTH FRANKLIN STREET STREET 2: PO BOX 69 CITY: ROCKY MOUNT STATE: NC ZIP: 27802-0069 0001122649 S000010501 The Hillman Fund C000028969 No Load Shares HCMAX N-CSRS 1 ncsrs0317.htm HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST - THE HILLMAN FUND



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10085


Hillman Capital Management Investment Trust
(Exact name of registrant as specified in charter)


116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
(Address of principal executive offices)           (Zip code)


Matthew J. Beck
 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802
 (Name and address of agent for service)


Registrant's telephone number, including area code: 252-972-9922


Date of fiscal year end: September 30


Date of reporting period: March 31, 2017

 
Semi-Annual Report 2017
For the period from October 1, 2016 through March 31, 2017
(Unaudited)









                                    The Hillman Fund








No Load Shares

















This report and the financial statements contained herein are submitted for the general information of the shareholders of The Hillman 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 Fund is distributed by Capital Investment Group, Inc., Member FINRA/SIPC, 17 100 E. Six Forks Road, Suite 200, Raleigh, NC, 27609. There is no affiliation between The Hillman 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 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, 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, 2017.

For More Information on Your Hillman Fund:

See Our Website @ hillmancapital.com
or
Call Our Shareholder Services Group at 800-773-3863



The Hillman Fund
             
                     
Schedule of Investments
               
(Unaudited)
               
                     
As of March 31, 2017
               
               
 
Shares
 
 
Value (Note 1)
                     
COMMON STOCKS - 76.48%
             
                     
 
Consumer Discretionary - 28.09%
             
 
*
Amazon.com, Inc.
       
         1,500
$
       1,329,810
   
Dunkin' Brands Group, Inc.
       
        10,000
 
         546,800
   
NIKE, Inc.
         
        20,000
 
       1,114,600
   
Nordstrom, Inc.
         
        15,000
 
         698,550
   
Office Depot, Inc.
         
      200,000
 
         933,000
   
Staples, Inc.
         
        60,000
 
         526,200
   
Starbucks Corp. (a)
       
        25,000
 
       1,459,750
   
Target Corp.
         
        15,000
 
         827,850
   
The Gap, Inc. (a)
         
        30,000
 
         728,700
   
The Walt Disney Co. (a)
       
        10,000
 
       1,133,900
   
Yum! Brands, Inc.
       
        10,000
 
         639,000
                   
       9,938,160
 
Consumer Staples - 6.63%
             
   
The Hershey Co.
         
        12,800
 
       1,398,400
   
Whole Foods Market, Inc.
       
        31,900
 
         948,068
                   
       2,346,468
 
Energy - 3.06%
               
   
Exxon Mobil Corp. (a)
       
        13,200
 
       1,082,532
                     
 
Financials - 12.46%
               
   
American Express Co.
       
        15,000
 
       1,186,650
   
Bank of America Corp. (a)
       
        35,000
 
         825,650
   
The Bank of New York Mellon Corp.
     
        26,000
 
       1,227,980
   
Wells Fargo & Co.
       
        21,000
 
       1,168,860
                   
       4,409,140
 
Health Care - 12.34%
               
   
Amgen, Inc.
         
         6,600
 
       1,082,862
   
Bristol-Myers Squibb Co.
       
        27,000
 
       1,468,260
 
*
Laboratory Corp of America Holdings
     
         6,000
 
         860,820
   
Merck & Co., Inc. (a)
       
        15,000
 
         953,100
                   
       4,365,042
 
Industrials - 5.16%
               
 
*
Stericycle, Inc. (a)
       
        12,000
 
         994,680
   
The Boeing Co.
         
         4,700
 
         831,242
                   
       1,825,922
 
Information Technology - 8.72%
             
   
Apple, Inc.
         
         8,000
 
       1,149,280
   
Corning, Inc.
         
        26,000
 
         702,000
   
Microsoft Corp.
         
        10,000
 
         658,600
   
QUALCOMM, Inc.
       
        10,000
 
         573,400
                   
       3,083,280
 
Telecommunications - 0.02%
             
   
Verizon Communications, Inc.
       
            100
 
             4,875
                     
   
Total Common Stocks (Cost $23,194,887)
         
     27,055,419
                   
(Continued)



The Hillman Fund
             
                     
Schedule of Investments - Continued
             
(Unaudited)
               
                     
As of March 31, 2017
               
               
 
Shares
 
 
Value (Note 1)
                     
EXCHANGE-TRADED PRODUCT - 2.65%
           
 
*
ProShares Short 20+ Year Treasury
     
        40,000
$
         938,400
                     
   
Total Exchange-Traded Product (Cost $895,000)
         
         938,400
                     
SHORT-TERM INVESTMENT - 20.20%
             
   
Money Market Fiduciary Portfolio, 0.01%  §
     
   7,145,146
 
       7,145,146
                     
   
Total Short-Term Investment (Cost $7,145,146)
         
       7,145,146
                     
Total Value of Investments (Cost $31,235,033) - 99.33%
       
$
     35,138,965
                     
Total Options Written (Premiums Received $98,753) - (0.20)%
     
          (71,825)
                     
Other Assets Less Liabilities  - 0.87%
           
         309,746
                     
 
Net Assets - 100.00%
         
$
     35,376,886
                     
*
Non-income producing investment
             
§
Represents 7 day effective yield as of March 31, 2017
           
                     
The following acronym or abbreviation was used in this portfolio:
       
 
NV - Netherlands security
             
                     
(a)
All or a portion of this security is held as collateral for put options written.
     
                     
                     
                   
(Continued)




The Hillman Fund
               
                     
Schedule of Options Written
             
(Unaudited)
               
                     
As of March 31, 2017
               
                   
 
Value (Note 1)
                     
PUT OPTIONS WRITTEN - 0.20%
Number of
Contracts
 
Exercise Price
 
 Expiration
Date
   
                     
 
*
Anheuser-Busch InBev SA/NV
100
 
$
 110.00  
4/21/2017
$
           17,750
 
*
Compass Minerals International, Inc.
150
 
         67.50
 
4/21/2017
 
           14,250
 
*
Mondelez International, Inc.
230
 
       430.00
 
4/21/2017
 
           15,525
 
*
QUALCOMM, Inc.
100
 
         56.00
 
4/21/2017
 
             8,150
 
*
Transocean Ltd.
 
1,000
 
         11.50
 
4/21/2017
 
           10,000
 
*
Yum! Brands, Inc.
100
 
         63.00
 
4/21/2017
 
             6,150
                     
   
Put Options Written (Premiums Received $98,753)
     
$
           71,825
                     
                     
                     
                     
                     
                     
                     
     
Summary of Investments
           
           
% of Net
       
     
by Sector
   
Assets
 
Value
   
     
Consumer Discretionary
 
28.09%
$
   9,938,160
   
     
Consumer Staples
 
6.63%
 
   2,346,468
   
     
Energy
   
3.06%
 
   1,082,532
   
     
Financials
   
12.46%
 
   4,409,140
   
     
Health Care
   
12.34%
 
   4,365,042
   
     
Industrials
   
5.16%
 
   1,825,922
   
     
Information Technology
 
8.72%
 
   3,083,280
   
     
Telecommunications
 
0.01%
 
         4,875
   
     
Exchange-Traded Product
 
2.65%
 
      938,400
   
     
Short-Term Investment
 
20.21%
 
   7,145,146
   
     
Put Options Written
 
-0.20%
 
       (71,825)
   
     
Other Assets Less Liabilities
 
0.87%
 
      309,746
   
     
Total
   
100.00%
$
 35,376,886
   
                     
                     
                     
                     
See Notes to Financial Statements
             




The Hillman Fund
   
       
Statement of Assets and Liabilities
   
(Unaudited)
   
       
As of March 31, 2017
   
       
Assets:
   
Investments in securities, at value (cost $31,235,033)
$
  35,138,965
Receivables:
   
Fund shares sold
 
          1,707
Dividends and interest
 
         17,896
Due from broker
 
       302,906
Prepaid expenses:
   
Registration and filing expenses
 
         13,622
Professional fees
 
          2,392
Fund accounting fees
 
          2,284
Security pricing fees
 
          1,704
Compliance fees
 
             587
Transfer agent fees
 
               29
       
Total assets
 
  35,482,092
       
Liabilities:
   
Options written, at value (premiums received $98,753)
 
         71,825
Payables:
   
Fund shares repurchased
 
             102
Accrued expenses:
   
Advisory fees
 
         28,091
Custody fees
 
          3,467
Insurance fees
 
             684
Shareholder fulfillment fees
 
             426
Miscellaneous expenses
 
             345
Trustee fees and meeting expenses
 
             237
Administration fees
 
               29
       
Total liabilities
 
       105,206
       
Net Assets
 $
  35,376,886
       
Net Assets Consist of:
   
Paid in capital
 $
  44,706,419
Undistributed net investment income
 
         62,415
Accumulated net realized loss on investments and options written
 
 (13,322,808)
Net unrealized appreciation on investments and options written
 
    3,930,860
       
Total Net Assets
 $
  35,376,886
No Load Shares Outstanding, no par value (unlimited authorized shares)
 
    1,683,047
Net Asset Value, Offering Price and Redemption Price Per Share
 $
          21.02
       
       
       
       
       
See Notes to Financial Statements
   



The Hillman Fund
     
               
Statement of Operations
     
(Unaudited)
         
               
For the fiscal period ended March 31, 2017
   
               
Investment Income:
     
Dividends
     
$
      319,075
               
Total Investment Income
 
      319,075
               
Expenses:
         
Advisory fees (Note 2)
   
      171,223
Registration and filing expenses
 
        18,028
Administration fees (Note 2)
 
        17,122
Fund accounting fees (Note 2)
 
        15,175
Professional fees
   
        13,264
Transfer agent fees  (Note 2)
 
        10,471
Custody fees (Note 2)
   
         7,225
Compliance fees (Note 2)
   
         5,734
Trustee fees and meeting expenses
 
         4,737
Shareholder fulfillment expenses
 
         4,139
Miscellaneous expenses (Note 2)
 
         2,094
Insurance fees
     
            897
Security pricing fees
   
            498
               
Total Expenses
     
      270,607
               
 
Expenses reimbursed by Advisor (Note 2)
 
       (13,947)
               
 
Net Expenses
   
      256,660
               
Net Investment Income
   
        62,415
               
Net Realized and Unrealized Gain on Investments:
   
               
Net realized gain from investments
 
      176,860
Net realized gain from options written
 
      448,670
 
Total net realized gain
 
      625,530
               
Change in unrealized appreciation on investments
 
   3,186,128
Change in unrealized appreciation on options written
 
        29,015
 
Total change in unrealized appreciation
 
   3,215,143
               
Net Realized and Unrealized Gain on Investments
 
   3,840,673
               
Net Increase in Net Assets Resulting from Operations
$
   3,903,088
               
               
               
See Notes to Financial Statements
   



The Hillman Fund
           
                     
Statements of Changes in Net Assets
           
                     
               
March 31,
September 30,
For the fiscal year or period ended
     
2017  (a)
 
2016
                     
Operations:
             
Net investment income
   
 $
        62,415
 $
      203,109
Net realized gain from investments and options written
   
      625,530
 
   1,785,110
Change in unrealized appreciation on investments and options written
 
   3,215,143
 
   2,954,836
                     
Net Increase in Net Assets Resulting from Operations
   
   3,903,088
 
   4,943,055
                     
Distributions to Shareholders:
           
Net investment income
     
     (203,106)
 
     (185,373)
                     
Net Decrease in Net Assets Resulting from Distributions
   
     (203,106)
 
     (185,373)
                     
Beneficial Interest Transactions:
           
Shares sold
     
   1,436,300
 
  29,918,540
Reinvested distributions
     
      185,485
 
      184,629
Shares repurchased
     
  (2,725,954)
 
 (35,012,658)
                     
Decrease from Beneficial Interest Transactions
   
  (1,104,169)
 
  (4,909,489)
                     
Net Increase (Decrease) in Net Assets
     
   2,595,813
 
     (151,807)
                     
Net Assets:
             
Beginning of Period
     
  32,781,073
 
  32,932,880
End of Period
     
 $
  35,376,886
 $
  32,781,073
                     
Undistributed Net Investment Income
   
 $
        62,415
 $
      203,106
                     
Share Information:
           
Shares sold
     
        69,884
 
   1,731,242
Reinvested distributions
     
          9,312
 
        10,703
Shares repurchased
     
     (134,535)
 
  (2,013,255)
                     
Net Decrease in Shares of Beneficial Interest
   
       (55,339)
 
     (271,310)
                     
Shares Outstanding, Beginning of Period
     
   1,738,386
 
   2,009,696
Shares Outstanding, End of Period
     
   1,683,047
 
   1,738,386
                     
(a)   Unaudited.
             
                     
                     
                     
See Notes to Financial Statements
           



The Hillman Fund
                     
                               
Financial Highlights
                     
                               
For a share outstanding during each
 
March 31,
 
September 30,
of the fiscal years or period ended
 
2017
  (d)
2016
 
2015
 
2014
 
2013
 
                               
Net Asset Value, Beginning of Period
 $
      18.86
 $
    16.39
 $
    17.26
 $
     14.27
 $
     11.79
 
                               
Income (Loss) from Investment Operations:
                   
Net investment income
 
0.04
 
0.12
 
0.09
 
0.08
 
0.03
 
Net realized and unrealized gain (loss)
                     
 
on investments and options written
 
2.24
 
2.44
 
(0.88)
 
2.97
 
2.48
 
                               
Total from Investment Operations
 
2.28
 
2.56
 
(0.79)
 
3.05
 
2.51
 
                               
Less Distributions:
                     
From net investment income
 
      (0.12)
 
     (0.09)
 
(0.08)
 
(0.06)
 
(0.03)
 
                               
Total Distributions
 
      (0.12)
 
     (0.09)
 
(0.08)
 
(0.06)
 
(0.03)
 
                               
Net Asset Value, End of Period (a)
 $
      21.02
 $
    18.86
 $
    16.39
 $
     17.26
 $
     14.27
 
                               
Total Return
   
12.11%
  (c)
15.69%
 
(4.62)%
 
21.39%
 
21.38%
  (a)
                               
Net Assets, End of Period (in thousands)
 $
    35,377
 $
  32,781
 $
   32,933
 $
    32,850
 $
   28,187
 
                               
Ratios of:
                         
Gross Expenses to Average Net Assets
1.58%
  (b)
1.50%
 
1.50%
 
1.50%
 
1.50%
 
Net Expenses to Average Net Assets
 
1.50%
  (b)
1.50%
 
1.50%
 
1.50%
 
1.50%
 
Net Investment Income to Average Net Assets
0.36%
  (b)
0.60%
 
0.53%
 
0.51%
 
0.39%
 
                               
Portfolio turnover rate
 
11.03%
  (c)
48.41%
 
67.77%
 
55.51%
 
118.67%
 
                               
                               
                               
(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)
Annualized.
                       
(c)
Not annualized.
                     
(d)
Unaudited.
                       
                               
                               
                               
See Notes to Financial Statements
                     



The Hillman Fund

Notes to Financial Statements
(Unaudited)



1.     Organization and Significant Accounting Policies

The Hillman Fund, formerly the Hillman Focused Advantage Fund, (the "Fund") is a series of the Hillman Capital Management Investment Trust (the "Trust"), which was organized on July 14, 2000 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. Other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the most recent bid price. Securities and assets for which representative market quotations are not readily available (e.g., if the exchange on which the security is principally traded closes early or if trading of the particular 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 under policies approved by the Board of Trustees.  A security's "fair value" price may differ from the price next available for that security using the Fund's normal pricing procedures.  Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value.

Option Valuation
Exchange-listed options are valued at the mean of the bid and ask prices 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.  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 value of the Fund's investments.  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 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 table summarizes the inputs as of March 31, 2017 for the Fund's investments:

     
Investments in Securities (a)
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets
Common Stocks*
$
27,055,419
$
27,055,419
$
-
$
-
Exchange-Traded Product
 
938,400
 
938,400
 
-
 
-
Short-Term Investment
 
7,145,146
 
7,145,146
 
-
 
-
Total Assets
$
35,138,965
$
35,138,965
$
-
$
-
                 
Liabilities
Put Options Written
$
71,825
$
-
$
71,825
$
-
Total Liabilities
$
71,825
$
-
$
71,825
$
-
                 
(a)  The Fund did not hold any Level 3 securities during the period.  There were no transfers into or out of Level 1 and Level 2 during the fiscal period ended March 31, 2017.  It is the Fund's policy to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting period.
*For a detailed breakout by sector, please refer to the Schedule of Investments.

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 using the effective interest method.  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.

Distributions
The Fund may declare and distribute dividends from net investment income (if any) annually.  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 more or 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 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.
 
(Continued)

The Hillman Fund

Notes to Financial Statements
(Unaudited)




A summary of option contracts written by the Fund during the fiscal period ended March 31, 2017 were as follows:

 
Call
Options
 
Put
Options
 
Number
of Contracts
 
Premiums
Received
 
Number
of Contracts
 
Premiums
Received
Options Outstanding,
     Beginning of Period
 -
 
$                       -
 
261
 
$            26,757
Options written
 -
 
 -
 
8,153
 
608,528
Options exercised
  -
 
  -
 
(1,359)
 
(87,861)
Options expired
-
 
-
 
(5,375)
 
(448,671)
Options Outstanding, End of Period
-
 
$                       -
 
1,680
 
  $            98,753

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 the net assets.  Realized gain and loss and unrealized appreciation and depreciation on these derivatives for the year are included in the Statement of Operations and serve as an indicator of the volume of derivative activity in the Fund.

The table above discloses the derivative instruments outstanding as of March 31, 2017.

The following table sets forth the effect of the derivative instruments on the Statement of Assets and Liabilities as of March 31, 2017:

Derivative Type
Location
 
Value
Options Written
Liabilities-Options written, at value
 
      $      71,825
 
The following table sets forth the effect of the option contracts on the Statement of Operations for the fiscal period ended March 31, 2017:

Derivative Type
Location
Gains
Equity Contracts – written options
Net realized gain from options written
  $   448,670
     
Equity Contracts – written options
Change in unrealized appreciation on options written
  $     29,015

(Continued)
 

The Hillman Fund

Notes to Financial Statements
(Unaudited)



The following table presents the Fund's liabilities available for offset under a master netting arrangement of collateral pledged as of March 31, 2017:

 
Gross Amounts of Assets Presented in the Statement of Assets & Liabilities
 
 
Gross Amounts of
Recognized Liabilities
 
Financial Instruments
Pledged
 
Cash Collateral
Pledged
 
Net Amount of
Assets
Description of
Liability:
       
 
Options Written
 
$71,825
 
$71,825
 
$             -
 
$             -
 
Total
 
$71,825
 
$71,825
 
$             -
 
$             -
         

2.     Transactions with Affiliates

Advisor
The Fund pays a monthly fee to the Advisor calculated at the annual rate of 1.20% of the Fund's average daily net assets.  For the fiscal period ended March 31, 2017, $171,223 in advisory fees were incurred by the Fund, of which $13,947 were reimbursed by the Advisor.

The Advisor has entered into a contractual agreement (the "Expense Limitation Agreement") with the Trust, on behalf of the Fund, under which it has agreed to waive or reduce its fees and to assume other expenses of the Fund, if necessary, in amounts that limit the Fund's total operating expenses (exclusive of interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund's business, and amounts, if any, payable under a Rule 12b-1 distribution plan) to not more than 1.499% of the average daily net assets of the Fund for the current fiscal period. The current term of the Expense Limitation Agreement remains in effect until January 31, 2018.  While there can be no assurance that the Expense Limitation Agreement will continue after that date, it is expected to continue from year-to-year thereafter.

Administrator
The Fund pays a monthly fee to the Fund's administrator, The Nottingham Company ("the Administrator"), based upon the average daily net assets of the Fund and calculated at the annual rates as shown in the schedule below which is subject to a minimum of $2,000 per month. The Administrator also receives a fee to procure and pay the Fund's custodian, additional compensation for fund accounting and recordkeeping services, and additional compensation for certain costs involved with the daily valuation of securities and as reimbursement for out-of-pocket expenses.  Effective October 1, 2016, the Administrator also began receiving a miscellaneous compensation fee for peer group, comparative analysis, and compliance support totaling $350 per month. As of March 31, 2017, the Administrator received $2,094 in miscellaneous compensation expenses.

(Continued)
 

The Hillman Fund

Notes to Financial Statements
(Unaudited)



A breakdown of these fees is provided in the following table:

Administration Fees*
Custody Fees*
Fund
Accounting
Fees
(monthly)
 
Fund
Accounting
Fees (annual)
Blue Sky
Administration
Fees (annual)
 
Average Net Assets
Annual
Rate
 
Average Net Assets
Annual
Rate
First $250 million
0.100%
First $200 million
0.020%
 $2,250
 0.01%
 $150 per state
Next $250 million
0.080%
Over $200 million
0.009%
     
Next $250 million
0.060%
         
Next $250 million
0.050%
*Minimum monthly fees of $2,000 and $416 for Administration and Custody, respectively.
 On the next $1 billion
0.040%
Over $2  billion
0.035%

The Fund incurred $17,122 in administration fees, $15,175 in fund accounting fees, and $7,225 in custody fees for the fiscal period ended March 31, 2017.

Compliance Services
Cipperman Compliance Services, LLC provides services as the Trust's Chief Compliance Officer.  Cipperman Compliance Services, LLC is entitled to receive customary fees from the Fund for their services pursuant to the Compliance Services agreement with the Fund.

Transfer Agent
Nottingham Shareholder Services, LLC ("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 Fund pursuant to the Transfer Agent's fee arrangements with the Fund.

Distributor
Capital Investment Group, Inc. (the "Distributor") serves as the Fund's principal underwriter and distributor. The Distributor receives $5,000 per year paid in monthly installments for services provided and expenses assumed.

Certain officers of the Trust may also be officers of the Administrator.

3.     Purchases and Sales of Investment Securities

For the fiscal period ended March 31, 2017, the aggregate cost of purchases and proceeds from sales of investment securities (excluding short-term securities) were as follows:

Purchases of
Securities
 
Proceeds from
Sales of Securities
$3,434,755
 
$10,245,661

There were no long-term purchases or sales of U.S Government Obligations during the fiscal period ended March 31, 2017.

4.     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.  Permanent differences do not have an effect on the net asset values of the Fund, and there were no permanent differences in the Fund for the fiscal period ended March 31, 2017.
 
(Continued)

The Hillman Fund

Notes to Financial Statements
(Unaudited)




Management reviewed the Fund's tax positions taken or to be taken on Federal income tax returns for the open tax years September 30, 2014 through September 30, 2016, 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 fiscal period ended March 31, 2017, the Fund did not incur any interest or penalties.

Distributions during the fiscal year or period ended were characterized for tax purposes as follows:

 
March 31, 2017
September 30, 2016
Ordinary Income
$203,106
$185,373

At March 31, 2017, the tax-basis cost of investments and components of distributable earnings were as follows:
 
Cost of Investments
$
31,136,280
     
Unrealized Appreciation
 
4,898,555
Unrealized Depreciation
 
(967,695)
     
Net Unrealized Appreciation
$
3,930,860
           

5.     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.

6.     Concentration of Risk

At various times, the Fund may have cash, cash collateral, and due from broker balances that exceed federally insured limits.  It is the opinion of management that the solvency of the financial institutions are not of a particular concern at the time.

7.     New Accounting Pronouncement

On October 13, 2016, the Securities and Exchange Commission amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to Regulation S-X which sets forth the form and content of financial statements. At this time, management is evaluating the implications of adopting these amendments and their impact on the financial statements and accompanying notes.

8.     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 additional subsequent events that necessitated disclosures and/or adjustments in addition to the disclosure above.


The Hillman 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 1-800-773-3863 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 1-800-SEC-0330. You may also obtain copies without charge, upon request, by calling the Fund at 1-800-773-3863.

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 fiscal period ended March 31, 2017.

During the fiscal period, income distributions totaling $203,106 were paid from the Fund, but there were no long-term capital gain distributions.

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 other Fund expenses, including Advisory fees. 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 from October 1, 2016 through March 31, 2017.

Actual Expenses – The first line of the table below provides information about 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 (e.g., an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year 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. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
 
(Continued)

The Hillman Fund

Additional Information
(Unaudited)


 
 
Beginning
Account Value
October 1, 2016
Ending
Account Value
March 31, 2017
Expenses Paid
During Period*
Actual
Hypothetical (5% annual return before expenses)
     
$1,000.00
$1,121.10
$7.93
$1,000.00
$1,017.45
$7.54
*Expenses are equal to the average account value over the period multiplied by the Fund's annualized expense ratio of 1.50%,    multiplied by 182/365 (to reflect the one-half year period).






The Hillman 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
7250 Woodmont Avenue
Post Office Box 69
Suite 310
Rocky Mount, North Carolina 27802-0069
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 Schedule I - Investments in securities 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).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Hillman Capital Management Investment Trust
 
       

By: (Signature and Title)
 
 

 /s/ Mark A. Hillman                   
 
 
Date: June 1, 2017
 
   
Mark A. Hillman
President and Principal Executive Officer
Hillman Capital Management Investment Trust
 
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       

By: (Signature and Title)
 
 

  /s/ Mark A. Hillman                   
 
 
Date: June 1, 2017
 
   
Mark A. Hillman
President and Principal Executive Officer
Hillman Capital Management Investment Trust
 
 


       

By: (Signature and Title)
 
 
 /s/ C. Frank Watson, III              
 
 
Date: June 8, 2017
 
   
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust
 









EX-99.CERT 2 cert302.htm SECTION 302 - PRINCIPAL OFFICERS CERTIFICATIONS

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE
SARBANES OXLEY ACT OF 2002

I, Mark A. Hillman, certify that:

1. I have reviewed this report on Form N-CSR of Hillman Capital Management Investment Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
       

Date: June 1, 2017
 
 

 /s/ Mark A. Hillman                     
     
Mark A. Hillman
Trustee, President, and Principal Executive Officer
Hillman Capital Management Investment Trust

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE
SARBANES OXLEY ACT OF 2002
I, C. Frank Watson III, certify that:

1. I have reviewed this report on Form N-CSR of Hillman Capital Management Investment Trust;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
       

Date: June 8, 2017
     /s/ C. Frank Watson, III                 
     
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust

EX-99.906 CERT 3 cert906.htm SECTION 906 - PRINCIPAL OFFICERS CERTIFICATIONS

EXHIBIT 12.(b)

HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST

CHIEF EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the semi-annual reports of The Hillman Fund (the "Fund") of the Hillman Capital Management Investment Trust on Form N-CSR for the period ended March 31, 2017 as filed with the Securities and Exchange Commission (the "Report"), the undersigned, Mark A. Hillman, chief executive officer (or equivalent thereof) of the Fund, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.


 
       
 
Date: June 1, 2017
 
 By:
 /s/ Mark A. Hillman               
     
Mark A. Hillman
President and Principal Executive Officer
Hillman Capital Management Investment Trust
 
 





A signed original of this written statement required by Section 906 has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request. This certification is being furnished to the Commission pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR with the Commission.





HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST

CHIEF FINANCIAL OFFICER CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the semi-annual reports of The Hillman Fund (the "Fund") of the Hillman Capital Management Investment Trust on Form N-CSR for the period ended March 31, 2017, as filed with the Securities and Exchange Commission (the "Report"), the undersigned, C. Frank Watson III, chief financial officer (or equivalent thereof) of the Fund, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

       
 
Date: June 8, 2017
 
 By:
 /s/ C. Frank Watson, III                  
     
C. Frank Watson III
Treasurer and Principal Financial Officer
Hillman Capital Management Investment Trust
 



A signed original of this written statement required by Section 906 has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.   This certification is being furnished to the Commission pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR with the Commission.


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