Statements in this 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.
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.
|
The Hillman Fund
|
|||||||||||||||||||
Performance Update (Unaudited)
|
|||||||||||||||||||
For the period from September 30, 2008 through September 30, 2018
|
|||||||||||||||||||
Comparison of the Change in Value of a $10,000 Investment
|
|||||||||||||||||||
This graph assumes an initial investment of $10,000 and represents the reinvestment of dividends and capital gains distributions. This graph depicts the performance of The Hillman Fund versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the index is not available for investment and is unmanaged. The comparison is shown for illustrative purposes only.
|
|||||||||||||||||||
Average Annual Total Returns
|
|||||||||||||||||||
Gross
|
|||||||||||||||||||
As of
|
One
|
Five
|
Ten
|
Expense
|
|||||||||||||||
September 30, 2018
|
Year
|
Year
|
Year
|
Ratio*
|
|||||||||||||||
The Hillman Fund - No Load Shares
|
13.65%
|
16.95%
|
6.19%
|
1.63%
|
|||||||||||||||
S&P 500 Total Return Index
|
17.91%
|
19.29%
|
9.22%
|
N/A
|
|||||||||||||||
* The gross expense ratio shown is from the Fund's prospectus dated January 28, 2018, and includes acquired
|
|||||||||||||||||||
fund fees and expenses.
|
|||||||||||||||||||
Performance quoted above represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. An investor may obtain performance data, current to the most recent month-end, by visiting ncfunds.com.
|
|||||||||||||||||||
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Average annual total returns are historical in nature and measure net investment income and capital gain or loss from portfolio investments assuming reinvestments of dividends and distributions.
|
|||||||||||||||||||
The Hillman Fund
|
||||||||||
Schedule of Investments
|
||||||||||
As of September 30, 2018
|
||||||||||
Shares
|
Value
(Note 1)
|
|||||||||
COMMON STOCKS - 89.11%
|
||||||||||
Consumer Discretionary - 17.42%
|
||||||||||
*
|
Amazon.com, Inc.
|
700
|
$
|
1,402,100
|
||||||
Dunkin' Brands Group, Inc.
|
10,000
|
737,200
|
||||||||
McDonald's Corp.
|
6,500
|
1,087,385
|
||||||||
Office Depot, Inc.
|
125,000
|
401,250
|
||||||||
Starbucks Corp. (a)
|
23,000
|
1,307,320
|
||||||||
The Walt Disney Co. (a)
|
10,000
|
1,169,400
|
||||||||
6,104,655
|
||||||||||
Consumer Staples - 18.05%
|
||||||||||
µ
|
Anheuser-Busch InBev SA/NV
|
10,000
|
875,700
|
|||||||
Colgate-Palmolive Co.
|
15,000
|
1,004,250
|
||||||||
Mondelez International, Inc. (a)
|
26,000
|
1,116,960
|
||||||||
The Hershey Co.
|
9,600
|
979,200
|
||||||||
The JM Smucker Co.
|
10,700
|
1,097,927
|
||||||||
The Procter & Gamble Co.
|
15,000
|
1,248,450
|
||||||||
6,322,487
|
||||||||||
Financials - 5.62%
|
||||||||||
Bank of America Corp. (a)
|
30,000
|
883,800
|
||||||||
The Western Union Co.
|
57,000
|
1,086,420
|
||||||||
1,970,220
|
||||||||||
Health Care - 18.76%
|
||||||||||
Amgen, Inc.
|
6,600
|
1,368,114
|
||||||||
Bristol-Myers Squibb Co.
|
2,500
|
155,200
|
||||||||
Eli Lilly & Co.
|
12,200
|
1,308,938
|
||||||||
*
|
Laboratory Corp of America Holdings
|
6,000
|
1,042,080
|
|||||||
Medtronic PLC
|
14,000
|
1,377,180
|
||||||||
Pfizer, Inc.
|
30,000
|
1,322,100
|
||||||||
6,573,612
|
||||||||||
Industrials - 8.06%
|
||||||||||
Emerson Electric Co.
|
13,000
|
995,540
|
||||||||
General Electric Co. (a)
|
84,000
|
948,360
|
||||||||
*
|
Stericycle, Inc.
|
15,000
|
880,200
|
|||||||
2,824,100
|
||||||||||
Information Technology - 9.10%
|
||||||||||
International Business Machines Corp.
|
7,200
|
1,088,712
|
||||||||
QUALCOMM, Inc.
|
15,600
|
1,123,668
|
||||||||
Texas Instruments, Inc.
|
9,100
|
976,339
|
||||||||
3,188,719
|
||||||||||
Materials - 2.88%
|
||||||||||
Compass Minerals International, Inc. (a)
|
15,000
|
1,008,000
|
||||||||
1,008,000
|
||||||||||
(Continued)
|
The Hillman Fund
|
||||||||||
Schedule of Investments - Continued
|
||||||||||
As of September 30, 2018
|
||||||||||
Shares
|
Value
(Note 1)
|
|||||||||
COMMON STOCKS - Continued
|
||||||||||
Telecommunication Services - 6.11%
|
||||||||||
AT&T, Inc.
|
32,000
|
$
|
1,074,560
|
|||||||
Verizon Communications, Inc.
|
20,000
|
1,067,600
|
||||||||
2,142,160
|
||||||||||
Utilities - 3.11%
|
||||||||||
The Southern Co.
|
25,000
|
1,090,000
|
||||||||
1,090,000
|
||||||||||
Total Common Stocks (Cost $27,756,615)
|
31,223,953
|
|||||||||
EXCHANGE-TRADED PRODUCT - 1.47%
|
||||||||||
Fixed Income - 1.47%
|
||||||||||
ProShares Short 20+ Year Treasury
|
22,000
|
514,800
|
||||||||
Total Exchange-Traded Product (Cost $502,152)
|
514,800
|
|||||||||
LIMITED PARTNERSHIP - 2.79%
|
||||||||||
Energy - 2.79%
|
||||||||||
Enterprise Products Partners LP
|
34,000
|
976,820
|
||||||||
Total Limited Partnership (Cost $1,003,293)
|
976,820
|
|||||||||
SHORT-TERM INVESTMENT - 6.29%
|
||||||||||
Money Market Fiduciary Portfolio, 0.25% §
|
2,202,564
|
2,202,564
|
||||||||
Total Short-Term Investment (Cost $2,202,564)
|
2,202,564
|
|||||||||
Total Value of Investments (Cost $31,464,624) - 99.66%
|
$
|
34,918,137
|
||||||||
Total Options Written (Premiums Received $57,695) - (0.21)%
|
(74,100)
|
|||||||||
Other Assets Less Liabilities - 0.55%
|
193,530
|
|||||||||
Net Assets - 100.00%
|
$
|
35,037,567
|
||||||||
*
|
Non-income producing investment
|
|||||||||
§
|
Represents 7 day effective yield as of September 30, 2018
|
|||||||||
µ
|
American Depositary Receipt
|
|||||||||
(a)
|
All or a portion of this security is held as collateral for put options written.
|
|||||||||
The following abbreviations or acronyms are used in this schedule:
|
||||||||||
NV - Netherlands security
|
||||||||||
PLC - Public Limited Company
|
||||||||||
LP - Limited Partnership
|
||||||||||
(Continued)
|
The Hillman Fund
|
||||||||||
Schedule of Investments - Continued
|
||||||||||
As of September 30, 2018
|
||||||||||
Number of
Contracts
|
Exercise
Price
|
Expiration
Date
|
Notional
Value
|
Value
(Note 1)
|
||||||
PUT OPTIONS WRITTEN - 0.21%
|
||||||||||
*
|
Comcast Corp.
|
300
|
$ 35.00
|
10/19/2018
|
$ 1,062,300
|
$
|
16,350
|
|||
*
|
General Mills, Inc.
|
220
|
45.00
|
10/19/2018
|
944,240
|
57,750
|
||||
Put Options Written (Premiums Received $57,695)
|
$
|
74,100
|
||||||||
Summary of Investments
|
||||||||||
by Sector
|
% of Net
|
|||||||||
Assets
|
Value
|
|||||||||
Consumer Discretionary
|
17.42%
|
$
|
6,104,655
|
|||||||
Consumer Staples
|
18.05%
|
6,322,487
|
||||||||
Financials
|
5.62%
|
1,970,220
|
||||||||
Health Care
|
18.76%
|
6,573,612
|
||||||||
Industrials
|
8.06%
|
2,824,100
|
||||||||
Information Technology
|
9.10%
|
3,188,719
|
||||||||
Materials
|
2.88%
|
1,008,000
|
||||||||
Telecommunication Services
|
6.11%
|
2,142,160
|
||||||||
Utilities
|
3.11%
|
1,090,000
|
||||||||
Exchange-Traded Product
|
1.47%
|
514,800
|
||||||||
Limited Partnership
|
2.79%
|
976,820
|
||||||||
Short-Term Investment
|
6.29%
|
2,202,564
|
||||||||
Put Options Written
|
-0.21%
|
(74,100)
|
||||||||
Other Assets Less Liabilities
|
0.55%
|
193,530
|
||||||||
Total
|
100.00%
|
$
|
35,037,567
|
|||||||
See Notes to Financial Statements
|
The Hillman Fund
|
|||
Statement of Assets and Liabilities
|
|||
As of September 30, 2018
|
|||
Assets:
|
|||
Investments in securities, at value (cost $31,464,624)
|
$
|
34,918,137
|
|
Receivables:
|
|||
Due from broker
|
172,539
|
||
Fund shares sold
|
5
|
||
Dividends and interest
|
25,902
|
||
Prepaid expenses:
|
|||
Registation and filing fees
|
17,684
|
||
Fund accounting fees
|
2,229
|
||
Trustee fees and meeting expenses
|
500
|
||
Total assets
|
35,136,996
|
||
Liabilities:
|
|||
Options written, at value (premiums received $57,695)
|
74,100
|
||
Accrued expenses:
|
|||
Advisory fees
|
8,686
|
||
Professional fees
|
14,500
|
||
Custody fees
|
850
|
||
Shareholder fulfillment expenses
|
500
|
||
Miscellaneous expenses
|
350
|
||
Insurance fees
|
225
|
||
Administration fees
|
218
|
||
Total liabilities
|
99,429
|
||
Net Assets
|
$
|
35,037,567
|
|
Net Assets Consist of:
|
|||
Paid in capital
|
$
|
31,372,474
|
|
Undistributed net investment income
|
236,135
|
||
Accumulated net realized loss on investments and options written
|
(8,150)
|
||
Net unrealized appreciation on investments and options written
|
3,437,108
|
||
Total Net Assets
|
$
|
35,037,567
|
|
No Load Shares Outstanding, no par value (unlimited authorized shares)
|
1,395,715
|
||
Net Asset Value, Offering Price and Redemption Price Per Share
|
$
|
25.10
|
|
See Notes to Financial Statements
|
The Hillman Fund
|
|||||||
Statement of Operations
|
|||||||
For the Year Ended September 30, 2018
|
|||||||
Investment Income:
|
|||||||
Dividends (net of foreign withholding tax of $9,237)
|
$
|
756,825
|
|||||
Interest
|
2,020
|
||||||
Total Investment Income
|
758,845
|
||||||
Expenses:
|
|||||||
Advisory fees (Note 2)
|
348,705
|
||||||
Registration and filing fees
|
42,478
|
||||||
Professional fees
|
37,426
|
||||||
Administration fees (Note 2)
|
34,871
|
||||||
Fund accounting fees (Note 2)
|
30,487
|
||||||
Transfer agent fees (Note 2)
|
21,000
|
||||||
Custody fees (Note 2)
|
12,696
|
||||||
Compliance fees (Note 2)
|
11,131
|
||||||
Trustee fees and meeting expenses
|
10,000
|
||||||
Shareholder fulfillment expenses (Note 2)
|
7,855
|
||||||
Miscellaneous expenses (Note 2)
|
4,200
|
||||||
Security pricing fees
|
4,180
|
||||||
Insurance fees
|
2,085
|
||||||
Total Expenses
|
567,114
|
||||||
Fees waived by the Advisor (Note 2)
|
(44,404)
|
||||||
Net Expenses
|
522,710
|
||||||
Net Investment Income
|
236,135
|
||||||
Net Realized and Unrealized Gain on Investments:
|
|||||||
Net realized gain from investments
|
2,870,829
|
||||||
Net realized gain from options written
|
747,705
|
||||||
Total net realized gain
|
3,618,534
|
||||||
Net change in unrealized appreciation on investments
|
695,650
|
||||||
Net change in unrealized appreciation on options written
|
(579)
|
||||||
Total net change in unrealized appreciation
|
695,071
|
||||||
Net Realized and Unrealized Gain on Investments
|
4,313,605
|
||||||
Net Increase in Net Assets Resulting from Operations
|
$
|
4,549,740
|
|||||
See Notes to Financial Statements
|
The Hillman Fund
|
||||||||||
Statements of Changes in Net Assets
|
||||||||||
For the year ended September 30,
|
2018
|
2017
|
||||||||
Operations:
|
||||||||||
Net investment income
|
$
|
236,135
|
$
|
178,993
|
||||||
Net realized gain from investments and options written
|
3,618,534
|
3,681,531
|
||||||||
Change in unrealized appreciation on investments and options written
|
695,071
|
2,026,320
|
||||||||
Net Increase in Net Assets Resulting from Operations
|
4,549,740
|
5,886,844
|
||||||||
Distributions to Shareholders:
|
||||||||||
Net investment income
|
(178,993)
|
(203,106)
|
||||||||
Net Decrease in Net Assets Resulting from Distributions
|
(178,993)
|
(203,106)
|
||||||||
Beneficial Interest Transactions:
|
||||||||||
Shares sold
|
677,782
|
2,508,417
|
||||||||
Reinvested distributions
|
177,959
|
185,485
|
||||||||
Shares repurchased
|
(6,990,440)
|
(4,357,194)
|
||||||||
Net Decrease from Beneficial Interest Transactions
|
(6,134,699)
|
(1,663,292)
|
||||||||
Net Increase (Decrease) in Net Assets
|
(1,763,952)
|
4,020,446
|
||||||||
Net Assets:
|
||||||||||
Beginning of Year
|
36,801,519
|
32,781,073
|
||||||||
End of Year
|
$
|
35,037,567
|
$
|
36,801,519
|
||||||
Undistributed Net Investment Income
|
$
|
236,135
|
$
|
178,993
|
||||||
Share Information:
|
||||||||||
Shares sold
|
28,528
|
119,997
|
||||||||
Reinvested distributions
|
7,717
|
9,311
|
||||||||
Shares repurchased
|
(298,444)
|
(209,780)
|
||||||||
Net Decrease in Shares of Beneficial Interest
|
(262,199)
|
(80,472)
|
||||||||
Shares Outstanding, Beginning of Year
|
1,657,914
|
1,738,386
|
||||||||
Shares Outstanding, End of Year
|
1,395,715
|
1,657,914
|
||||||||
See Notes to Financial Statements
|
The Hillman Fund
|
|||||||||||||||
Financial Highlights
|
|||||||||||||||
For a share outstanding during the
|
|||||||||||||||
years ended September 30,
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Net Asset Value, Beginning of Year
|
$
|
22.20
|
$
|
18.86
|
$
|
16.39
|
$
|
17.26
|
$
|
14.27
|
|||||
Income (Loss) from Investment Operations:
|
|||||||||||||||
Net investment income
|
0.18
|
0.11
|
0.12
|
0.09
|
0.08
|
||||||||||
Net realized and unrealized gain (loss)
|
|||||||||||||||
on investments and options written
|
2.84
|
3.35
|
2.44
|
(0.88)
|
2.97
|
||||||||||
Total from Investment Operations
|
3.02
|
3.46
|
2.56
|
(0.79)
|
3.05
|
||||||||||
Less Distributions:
|
|||||||||||||||
From net investment income
|
(0.12)
|
(0.12)
|
(0.09)
|
(0.08)
|
(0.06)
|
||||||||||
Total Distributions
|
(0.12)
|
(0.12)
|
(0.09)
|
(0.08)
|
(0.06)
|
||||||||||
Net Asset Value, End of Year (a)
|
$
|
25.10
|
$
|
22.20
|
$
|
18.86
|
$
|
16.39
|
$
|
17.26
|
|||||
Total Return
|
13.65%
|
18.41%
|
15.69%
|
(4.62)%
|
21.39%
|
||||||||||
Net Assets, End of Year (in thousands)
|
$
|
35,038
|
$
|
36,802
|
$
|
32,781
|
$
|
32,933
|
$
|
32,850
|
|||||
Ratios of:
|
|||||||||||||||
Gross Expenses to Average Net Assets (b)(c)
|
1.63%
|
1.60%
|
1.50%
|
1.50%
|
1.50%
|
||||||||||
Net Expenses to Average Net Assets (b)(c)
|
1.50%
|
1.50%
|
1.50%
|
1.50%
|
1.50%
|
||||||||||
Net Investment Income to Average
|
|||||||||||||||
Net Assets (c)(d)
|
0.68%
|
0.51%
|
0.60%
|
0.53%
|
0.51%
|
||||||||||
Portfolio turnover rate
|
51.30%
|
89.92%
|
48.41%
|
67.77%
|
55.51%
|
||||||||||
(a)
|
Includes adjustments in accordance with accounting principles generally accepted in the United States of America, and, consequently, the net asset value for financial reporting purposes and the total returns based upon those net asset values may differ from the net asset values and total returns for shareholder transactions.
|
||||||||||||||
(b)
|
The expense ratios listed reflect total expenses prior to any waivers and reimbursements (gross expense ratio) and after any waivers and reimbursements (net expense ratio).
|
||||||||||||||
(c)
|
Does not include expenses of the underlying investment companies in which the Fund invests.
|
||||||||||||||
(d)
|
Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.
|
||||||||||||||
See Notes to Financial Statements
|
a.
|
Level 1: quoted prices in active markets for identical securities
|
b.
|
Level 2: other significant observable inputs (including quoted prices for similar securities and identical securities in inactive markets, interest rates, credit risk, etc.)
|
c.
|
Level 3: significant unobservable inputs (including the Fund's own assumptions in determining fair value of investments)
|
Investments in Securities (a)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Assets
Common Stocks*
|
$
|
31,223,953
|
$
|
31,223,953
|
$
|
-
|
$
|
-
|
Exchange-Traded Product
|
514,800
|
514,800
|
-
|
-
|
||||
Limited Partnership
|
976,820
|
976,820
|
-
|
-
|
||||
Short-Term Investment
|
2,202,564
|
2,202,564
|
-
|
-
|
||||
Total Assets
|
$
|
34,918,137
|
$
|
34,918,137
|
$
|
-
|
$
|
-
|
Liabilities
Put Options Written
|
$
|
74,100
|
$
|
-
|
$
|
74,100
|
$
|
-
|
Total Liabilities
|
$
|
74,100
|
$
|
-
|
$
|
74,100
|
$
|
-
|
Derivative Type
|
Location
|
Market
Value
|
Notional
Value
|
|
Equity Contracts – written options
|
Liabilities-Options written, at value
|
$ 74,100
|
$2,006,540
|
Derivative Type
|
Location
|
Gains/Losses
|
Equity Contracts – written options
|
Net realized gain from options written
|
$ 747,705
|
Equity Contracts – written options
|
Net change in unrealized appreciation on options written
|
$ (579)
|
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
|
$74,100
|
$74,100
|
$ -
|
$ -
|
Total
|
$74,100
|
$74,100
|
$ -
|
$ -
|
Administration Fees*
|
Custody Fees*
|
Fund
Accounting Fees
(minimum
monthly)
|
Fund
Accounting
Fees
(asset-
based fee)
|
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 $417 for Administration and Custody, respectively.
|
||||
Next $1 billion
|
0.040%
|
|||||
Over $2 billion
|
0.035%
|
Purchases of
Securities
|
Proceeds from
Sales of Securities
|
|
$16,184,657
|
$19,912,129
|
September 30, 2018
|
September 30, 2017
|
|
Ordinary Income
|
$178,993
|
$203,106
|
Accumulated Net Realized Loss
|
$ 3,240,007
|
Paid in Capital
|
(3,240,007)
|
Cost of Investments
|
$ |
31,415,079
|
||||
Gross Unrealized Appreciation
|
5,191,054
|
|||||
Gross Unrealized Depreciation
|
(1,762,096)
|
|||||
Net Unrealized Appreciation
|
3,428,958
|
|||||
Undistributed Net Investment Income
|
236,135
|
|||||
Distributable Earnings
|
$ |
3,665,093
|
||||
Beginning
Account Value
April 1, 2018
|
Ending
Account Value
September 30, 2018
|
Expenses Paid
During Period*
|
|
Actual
Hypothetical (5% annual return before expenses)
|
|||
$1,000.00
|
$1,112.10
|
$7.94
|
|
$1,000.00
|
$1,017.55
|
$7.59
|
(i)
|
The nature, extent, and quality of the services provided by the Advisor. In this regard, the Trustees considered the responsibilities of the Advisor under the Investment Advisory Agreement. The Trustees reviewed the services being provided by the Advisor to the Fund, including, without limitation, the quality of its investment advisory services since the Fund's inception (including research and recommendations with respect to portfolio securities); its procedures for formulating investment recommendations and assuring compliance with the Fund's investment objective, policies and limitations, coordination of services for the Fund among the Fund's service providers, and efforts to promote the Fund, grow the Fund's assets, and assist in the distribution of Fund shares.
|
(ii)
|
The investment performance of the Fund and the Advisor. In this regard, the Trustees compared the performance of the Fund with the performance of its benchmark index, comparable funds with similar objectives managed by other investment advisors, and applicable peer group data (e.g., Lipper peer group averages). The Trustees compared the Fund's returns to those of comparable funds and the peer group average. The Trustees also noted that the Advisor had indicated that the Fund's Morningstar rating was three stars.
|
(iii)
|
The costs of the services to be provided and profits to be realized by the Advisor and its affiliates from the relationship with the Fund. The Trustees first noted that the management fee for the Fund under the Investment Advisory Agreement was 1.00% of average daily net assets. The Trustees evaluated the Advisor's staffing, personnel, and methods of operating; the education and experience of the Advisor's personnel; the Advisor's compliance program; the financial condition of the Advisor; the level of commitment to the Fund and the Advisor by the principals of the Advisor; the asset level of the Fund; and the overall expenses of the Fund, including certain prior fee waivers and reimbursements by the Advisor on behalf of the Fund and the nature and frequency of advisory fee payments.
|
(iv)
|
The extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect economies of scale for the benefit of the Fund's investors. In this regard, the Trustees reviewed the Fund's operational history and noted that the size of the Fund had not provided an opportunity to realize economies of scale. The Trustees then reviewed the Fund's fee arrangements for breakpoints or other provisions that would allow the Fund's shareholders to benefit from economies of scale in the future as the Fund grows. The Trustees determined that the maximum management fee would stay the same regardless of the Fund's asset levels and, therefore, did not reflect economies of scale. The Trustees noted that the Fund was a relatively small size and economies of scale were unlikely to be achievable in the near future. The Trustees noted that, due to the small size of the Fund, the Advisor believed it was premature to consider breakpoints in the advisory fee. It was pointed out that breakpoints in the advisory fee could be reconsidered in the future.
|
(v)
|
The Advisor's practices regarding brokerage and portfolio transactions. In this regard, the Trustees considered the Advisor's standards, and performance in utilizing those standards, for seeking best execution for Fund portfolio transactions. The Trustees also considered the portfolio turnover rate for the Fund; the process by which evaluations are made of the overall reasonableness of commissions paid; the method and basis for selecting and evaluating the broker‐dealers used; any anticipated allocation of portfolio business to persons affiliated with the Advisor; and the extent to which the Fund allocates portfolio business to broker-dealers who provide research, statistical, or other services ("soft dollars"). After further review and discussion, the Board determined that the Advisor's practices regarding brokerage and portfolio transactions were satisfactory.
|
(vi)
|
The Advisor's practices regarding possible conflicts of interest. In this regard, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel assigned to the Fund; the basis of decisions to buy or sell securities for the Fund and the Advisor's other accounts; the method for bunching of portfolio securities transactions; and the substance and administration of the Advisor's code of ethics. Following further consideration and discussion, the Board indicated that the Advisor's standards and practices relating to the indemnification and mitigation of possible conflicts of interest were satisfactory.
|
Name, Age
and Address |
Position
held with Fund or Trust |
Length of
Time
Served
|
Principal Occupation
During Past 5 Years |
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
|
Other Directorships
Held by Trustee During Past 5 Years |
Independent Trustees
|
|||||
James H. Speed, Jr.
Date of Birth: 06/1953 |
Independent Trustee, Chairman
|
Since 3/2009
|
Previously President and CEO of NC Mutual Insurance Company (insurance company) from 2003 to 2015.
|
1
|
Independent Trustee of the Brown Capital Management Mutual Funds for its four series, Starboard Investment Trust for its sixteen series, Centaur Mutual Funds Trust for its one series (all registered investment companies). Chesapeake Investment Trust for its one series and WST Investment Trust for its two series (all registered investment companies). Member of Board of Directors of M&F Bancorp. Member of Board of Directors of Investors Title Company. Previously, Board of Directors of NC Mutual Life Insurance Company.
|
Theo H. Pitt, Jr.
Date of Birth: 04/1936 |
Independent Trustee
|
Since 5/2013
|
Senior Partner, Community Financial Institutions Consulting (financial consulting) since 1997; Partner, Pikar Properties (real estate) since 2001; Account Administrator, Holden Wealth Management Group of Wachovia Securities (money management firm) from 2003-2008.
|
1
|
Independent Trustee of World Funds Trust for its twenty-eight series, Chesapeake Investment Trust for its one series, DGHM Investment Trust for its one series, Leeward Investment Trust for its two series and Starboard Investment Trust for its sixteen series (all registered investment companies).
|
Interested Trustee*
|
|||||
Mark A. Hillman
Date of Birth: 03/1962
7250 Woodmont Avenue
Suite 310 Bethesda, MD 20814 |
Trustee and President (Principal Executive Officer)
|
Since 12/2000
|
President, Hillman Capital Management, Inc. (investment advisor to the Fund); previously, Chief Investment Officer, Menocal Capital Management, Inc. (investment advisor).
|
1
|
None
|
* Basis of Interestedness. Mr. Hillman is an Interested Trustee because he is an officer of Hillman Capital Management, Inc., the investment advisor to the Fund.
|
Name, Age
and Address |
Position
held with Fund or Trust |
Length of
Time
Served
|
Principal Occupation
During Past 5 Years |
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee
|
Other Directorships
Held by Trustee During Past 5 Years |
Other Officers
|
|||||
C. Frank Watson III
Date of Birth: 09/1970 1330 St. Mary's Street Suite 400 Raleigh, NC 27605 |
Treasurer (Principal Financial Officer)
|
Since 10/2011
|
President, Fairview Investment Services, LLC since 2005; previously, President and Chief Operating Officer, The Nottingham Company (administrator to the Fund).
|
n/a
|
n/a
|
Ashley E. Harris
Date of Birth: 03/1984 |
Assistant Secretary and Assistant Treasurer
|
Since 05/2014 and Since 06/2016, respectively
|
Fund Accounting Manager and Financial Reporting, The Nottingham Company since 2008.
|
n/a
|
n/a
|
Robert G. Schaaf
Date of Birth: 09/1988 |
Secretary
|
Since 09/18
|
General Counsel of The Nottingham Company since 2018; Daughtry, Woodard, Lawrence & Starling (08/2015 – 01/2018); JD/MBA Candidate, Wake Forest University (07/2011 – 05/2015).
|
n/a
|
n/a
|
Stacey Gillespie
Date of Birth: 05/1974
|
Chief Compliance Officer
|
Since 3/2016
|
Compliance Director, Cipperman Compliance Services, LLC (09/15-present). Formerly, Chief Compliance Officer of Boenning & Scattergood, Inc. (2013-2015) and Director of Investment Compliance at Boenning & Scattergood, Inc. (2007-2013).
|
n/a
|
n/a
|
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 |
(a) |
The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to its Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer(s), or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
|
(c) |
There have been no substantive amendments during the period covered by this report.
|
(d) |
The registrant has not granted, during the period covered by this report, any waivers, including an implicit waiver.
|
(f)(1) |
A copy of the code of ethics that applies to the registrant's Principal Executive Officer and Principal Financial Officer is filed pursuant to Item 12.(a)(1) below.
|
Item 3. |
AUDIT COMMITTEE FINANCIAL EXPERT.
|
(a)
|
Audit Fees – Audit fees billed for the registrant for the fiscal years ended September 30, 2017 and September 30, 2018 are reflected in the table below. These amounts represent aggregate fees billed by the registrant's independent accountant, BBD, LLP ("Accountant"), in connection with the annual audits of the registrant's financial statements and for services normally provided by the Accountant in connection with the registrant's statutory and regulatory filings.
|
Fund
|
2017
|
2018
|
The Hillman Fund
|
$12,000
|
$12,000
|
(b)
|
Audit-Related Fees – There were no additional fees billed in the fiscal years ended September 30, 2017 and September 30, 2018 for assurance and related services by the Accountant that were reasonably related to the performance of the audit of the registrant's financial statements that were not reported under paragraph (a) of this Item.
|
(c)
|
Tax Fees – The tax fees billed in the fiscal years ended for September 30, 2017 and September 30, 2018 for professional services rendered by the Accountant for tax compliance, tax advice, and tax planning are reflected in the table below. These services were for the completion of the fund's federal, state, and excise tax returns and assistance with distribution calculations.
|
Fund
|
2017
|
2018
|
The Hillman Fund
|
$2,200
|
$2,200
|
(d)
|
All Other Fees –There were no other fees billed by the Accountant which were not disclosed in Items (a) through (c) above during the fiscal years ended September 30, 2017 and September 30, 2018.
|
(e)(1) |
The registrant's Board of Trustees pre-approved the engagement of the Accountant for the last two fiscal years at an audit committee meeting of the Board of Trustees called for such purpose and will pre-approve the Accountant for each fiscal year thereafter at an audit committee meeting called for such purpose. The charter of the audit committee states that the audit committee should pre-approve any audit services and, when appropriate, evaluate and pre-approve any non-audit services provided by the Accountant to the registrant and to pre-approve, when appropriate, any non-audit services provided by the Accountant to the registrant's investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant if the engagement relates directly to the operations and financial reporting of the registrant.
|
(2) |
There were no services as described in each of paragraph (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
(f) |
Not Applicable.
|
(g) |
There were no non-audit fees billed by the Accountant for services rendered to the registrant's investment adviser, or any other entity controlling, controlled by, or under common control with the registrant's investment adviser.
|
Item 6. |
SCHEDULE OF INVESTMENTS.
|
Item 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Item 8. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
Item 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
|
(a) |
The Principal Executive Officer and the Principal Financial Officer have concluded that the registrant's disclosure controls and procedures are effective based on their evaluation of the disclosure controls and procedures as of a date within 90 days of the filing of this report.
|
(b) |
There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
Item 12.
|
DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
(a)
|
If the registrant is a closed-end management investment company, provide the following dollar amounts of income and fees/compensation related to the securities lending activities of the registrant during its most recent fiscal year:
|
(1)
|
Gross income from securities lending activities;
|
(2)
|
All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) ("revenue split"); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees;
|
(3)
|
The aggregate fees/compensation disclosed pursuant to paragraph (2); and
|
(4)
|
Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)).
|
Item 13.
|
EXHIBITS.
|
(a)(1)
|
Code of Ethics required by Item 2 of Form N-CSR is filed herewith as Exhibit 12.(a)(1).
|
(a)(2)
|
Certifications required by Item 12.(a)(2) of Form N-CSR are filed herewith as Exhibit 12.(a)(2).
|
(a)(3)
|
Not applicable.
|
(b)
|
Certifications required by Item 12.(b) of Form N-CSR are filed herewith as Exhibit 12.(b).
|
Hillman Capital Management Investment Trust
|
|
/s/ Mark A. Hillman
|
|
Mark A. Hillman, Trustee, President and
|
|
Date: December 10, 2018
|
Principal Executive Officer
|
/s/ Mark A. Hillman
|
|
Mark A. Hillman, Trustee, President and
|
|
Date: December 10, 2018
|
Principal Executive Officer
|
/s/ C. Frank Watson, III
|
|
C. Frank Watson III, Treasurer and
|
|
Date: December 10, 2018
|
Principal Financial Officer
|
a)
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
b)
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Trust;
|
c)
|
Compliance with applicable laws and governmental rules and regulations;
|
d)
|
The prompt internal reporting of violations of this Code of Ethics to an appropriate person or persons identified in the Code of Ethics; and
|
e)
|
Accountability for adherence to this Code of Ethics.
|
II. |
Ethical Handling of Conflicts of Interest
|
a)
|
Not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer would benefit personally to the detriment of the Trust;
|
b)
|
Not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer to the detriment of the Trust;
|
c)
|
Not use material non-public knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
|
d)
|
Report at least annually any affiliations or other relationships related to conflicts of interest that are covered in the Trust's "Trustees and Officers Questionnaire."
|
a)
|
Service as a trustee on the board of any public company;
|
b)
|
The receipt of non-nominal gifts (currently gifts in excess of $200);
|
c)
|
The receipt of entertainment from any company with which the Trust has current or prospective business dealings, including investments in such companies, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;
|
d)
|
Any ownership interest in, or any consulting or employment relationship with, any of the Trust's service providers, other than its investment advisor, principal underwriter, administrator, or any affiliated person thereof; and
|
e)
|
A direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership.
|
a)
|
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust;
|
b)
|
Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including to the Trust's trustees and auditors, and to governmental regulators and self-regulatory organizations;
|
c)
|
Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust and the advisor or administrator, as appropriate, with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Trust; and
|
d)
|
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules, and regulations.
|
a)
|
Upon adoption of this Code of Ethics (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Trustees that he has received, read, and understands the Code of Ethics;
|
b)
|
Annually thereafter affirm to the Board of Trustees that he has complied with the requirements of this Code of Ethics;
|
c)
|
Not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith; and
|
d)
|
Promptly notify the Trust's Audit Committee if he or she knows of any material violation of this Code of Ethics.
|
a)
|
The compliance officer of the Trust's investment advisor (or such other Trust officer or other investigator as the Audit Committee may from time to time designate) (referred to in this Code of Ethics as the "Investigator") shall take appropriate action to investigate any potential violations that are reported;
|
b)
|
If, after such investigation, the Investigator believes that no violation has occurred, the Investigator is not required to take any further action;
|
c)
|
Any matter that the Investigator believes is a violation will be reported to the Audit Committee;
|
d)
|
If the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board of Trustees, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment advisor, administrator, or their boards; or a recommendation to dismiss the Covered Officer;
|
e)
|
The Board of Trustees will be responsible for granting waivers, as appropriate; and
|
f)
|
Any changes to or waivers of this Code of Ethics will, to the extent required, be disclosed as provided by rules of the Securities and Exchange Commission.
|
Date: December 10, 2018
|
/s/ Mark A. Hillman
Mark A. Hillman
President and Principal Executive Officer
|
Date: December 10, 2018
|
/s/ C. Frank Watson, III
C. Frank Watson III
Treasurer and Principal Financial Officer
|
(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: December 10, 2018
|
By:
|
/s/ Mark A. Hillman
Mark A. Hillman
President and Principal Executive Officer
|
(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: December 10, 2018
|
By:
|
/s/ C. Frank Watson, III
C. Frank Watson III
Treasurer and Principal Financial Officer
|
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