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
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(Address of principal executive offices) (Zip code)
Julian G. Winters
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, 2006
--------------
Item 1. REPORTS TO STOCKHOLDERS.
Semi-Annual Report 2006
The Hillman Total Return Fund
The Hillman Focused Advantage Fund
March 31, 2006
(Unaudited)
[LOGO HERE]
HILLMAN
Capital Management
This report and the financial statements contained herein are submitted for the
general information of the shareholders of the Hillman Capital Management Funds
("Funds"). This report is not authorized for distribution to prospective
investors in the Funds unless preceded or accompanied by an effective
prospectus. Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. 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 Funds nor the
Funds' distributor is a bank.
Distributor: Capital Investment Group, Inc., 116 S. Franklin St. Rocky Mount, NC
27804, Phone 1-800-773-3863.
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Investments in the Hillman Capital Management Funds ("Funds") are subject to
investment risks, including the possible loss of some or the entire principal
amount invested. There can be no assurance that the Funds will be successful in
meeting its investment objective. Investment in the Funds is also subject to the
following risks: market risk, investment advisor risk, credit risk, interest
rate risk, maturity risk, investment-grade securities risk, short sales risk,
management style risk, non-diversified fund risk, and sector focus risk. More
information about these risks and other risks can be found in the Funds'
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
www.nottinghamco.com.
An investor should consider the investment objectives, risks, and charges and
expenses of the Funds carefully before investing. The prospectus contains this
and other information about the Funds. A copy of the prospectus is available at
www.nottinghamco.com or by calling Shareholder Services at 1-800-773-3863. The
prospectus should be read carefully before investing.
- --------------------------------------------------------------------------------
Stated performance in the Funds was achieved at some or all points during the
year by waiving or reimbursing part of those Funds' total expenses to ensure
shareholders did not absorb expenses significantly greater than the industry
norm.
This Semi-Annual Report was first distributed to shareholders on or about May
29, 2006.
For More Information on Your Hillman Capital Management (Hillman) Mutual Funds:
See Our Web site @ www.hillmancapital.com
or
Call Our Shareholder Services Group Toll-Free at 1-800-773-3863
Fund Expenses
- --------------------------------------------------------------------------------
As a shareholder of the Funds, you incur ongoing costs, including management
fees; distribution (12b-1) fees; and other Fund expenses. This example is
intended to help you understand your ongoing costs (in dollars) of investing in
the Funds and to compare these costs with the ongoing costs of investing in
other mutual funds. The example is based on an investment of $1,000 invested at
the beginning of the period and held for the entire period as indicated below.
Actual Expenses - The first line of the table below provides information about
the actual account values and actual expenses. You may use the information in
this line, together with the amount you invested, to estimate the expenses that
you paid over the period. Simply divide your account value by $1,000 (for
example, an $8,600 account value divided by $1,000 = 8.6), then multiply the
result by the number in the first line under the heading entitled "Expenses Paid
During Period" to estimate the expenses you paid on your account during this
period.
Hypothetical Example for Comparison Purposes - The 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 annual rate of
return of 5% before expenses, which is not the Fund's actual return. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in the Fund and other
funds by comparing this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of other funds.
Beginning Ending
The Hillman Total Return Fund Account Value Account Value Expenses Paid
Expense Example October 1, 2005 March 31, 2006 During Period*
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Actual $1,000.00 $1,080.10 $9.08
- -----------------------------------------------------------------------------------------------------------------------------
Hypothetical (5% return before expenses) $1,000.00 $1,016.21 $8.80
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Beginning Ending
The Hillman Focused Advantage Fund Account Value Account Value Expenses Paid
Expense Example October 1, 2005 March 31, 2006 During Period*
- -----------------------------------------------------------------------------------------------------------------------------
Actual $1,000.00 $1,088.20 $8.23
- -----------------------------------------------------------------------------------------------------------------------------
Hypothetical (5% return before expenses) $1,000.00 $1,017.05 $7.95
- -----------------------------------------------------------------------------------------------------------------------------
* Expenses are equal to the Funds' annualized expense ratio of 1.75% and 1.58%
for the Hillman Total Return Fund and the Hillman Focused Advantage Fund,
respectively, multiplied by the average account value over the period,
multiplied by the number of days in the most recent half-year divided by 365 (to
reflect the semi-annual period).
The Hillman Total Return Fund
Schedule of Investments
(Unaudited)
As of March 31, 2006
- -----------------------------------------------------------------------------------------------------------------------------------
Shares Market Value Shares Market Value
(Note 1) (Note 1)
- ------------------------------------------------------------- ------------------------------------------------------------------
COMMON STOCKS - 85.25% Healthcare - Services - 5.34%
Aetna Inc. 16,000 $ 786,240
Aerospace/Defense - 4.21% * Laboratory Corporation of
Goodrich Corporation 11,300 $ 492,793 America Holdings 6,900 403,512
The Boeing Company 5,700 444,201 -----------
----------- 1,189,752
936,994 -----------
----------- Home Builders - 1.79%
Apparel - 1.41% D.R. Horton, Inc. 12,000 398,640
Nike, Inc. 3,700 314,870 -----------
----------- Leisure Time - 2.10%
Biotechnology - 1.86% Harley-Davidson, Inc. 9,000 466,920
* Amgen Inc. 5,700 414,675 -----------
----------- Media - 2.48%
Time Warner Inc. 15,000 51,850
Chemicals - 1.00% The Walt Disney Company 10,800 301,212
E.I. du Pont de Nemours -----------
and Company 5,300 223,713 553,062
----------- -----------
Miscellaneous Manufacturing - 3.20%
3M Co. 3,400 257,346
Commercial Services - 3.10% General Electric Company 13,100 455,618
Cendant Corporation 39,800 690,530 -----------
----------- 712,964
-----------
Computers - 5.94% Pharmaceuticals - 3.67%
* EMC Corporation 24,100 328,483 Merck & Co. Inc. 11,000 387,530
Hewlett-Packard Company 17,700 582,330 Pfizer Inc. 17,300 431,116
International Business Machines -----------
Corporation 5,000 412,350 818,646
----------- -----------
1,323,163 Real Estate Investment Trusts - 6.84%
----------- Apartment Investment &
Electric - 2.52% Management Company 9,200 431,480
American Electric Power Correctional Properties Trust 9,400 235,470
Company Inc. 8,600 292,572 Equity Office Properties Trust 10,900 366,022
The Southern Company 8,200 268,714 Host Marriott Corporation 23,000 492,200
----------- -----------
561,286 1,525,172
----------- -----------
Financial Services - 2.73% Retail - 13.00%
Allied Capital Corporation 19,900 608,940 Brinker International, Inc. 7,300 308,425
----------- McDonald's Corporation 8,600 295,496
Outback Steakhouse, Inc. 7,300 321,200
Food - 5.56% Staples, Inc. 15,450 394,284
Campbell Soup Company 8,600 278,640 * Starbucks Corporation 16,000 602,240
H.J. Heinz Company 6,900 261,648 The Home Depot, Inc. 6,100 258,030
Kellogg Company 5,900 259,836 Wal-Mart Stores, Inc. 6,500 307,060
Whole Foods Market, Inc. 6,600 438,504 Wendy's International, Inc. 6,600 409,596
----------- -----------
1,238,628 2,896,331
----------- -----------
Hand/Machine Tools - 1.87% Semiconductors - 0.87%
Black & Decker Corporation 4,800 417,072 Intel Corporation 10,000 193,500
----------- -----------
Healthcare - Products - 1.33%
Johnson & Johnson 5,000 296,100
-----------
(Continued)
The Hillman Total Return Fund
Schedule of Investments
(Unaudited)
As of March 31, 2006
- -----------------------------------------------------------------------------------------------------------------------------------
Shares or Market Value
Principal (Note 1)
- ---------------------------------------------------------------------- ---------------------------------------------------------
COMMON STOCKS - (Continued) * Non-income producing investment.
Software - 1.47%
Microsoft Corporation 12,000 $ 326,520
-----------
Telecommunications - 9.92% Summary of Investments by Industry
AT&T Inc. 11,200 302,848 % of Net Market
* Corning Incorporated 37,400 1,006,434 Industry Assets Value
Motorola, Inc. 28,500 652,935 ----------------------------------------------------------
Verizon Communications Inc. 7,300 248,638 Aerospace/Defense 4.21% $ 936,994
----------- Apparel 1.41% 314,870
2,210,855 Biotechnology 1.86% 414,675
----------- Chemicals 1.00% 223,713
Transportation - 3.04% Commercial Services 3.10% 690,530
FedEx Corp. 6,000 677,640 Computers 5.94% 1,323,163
----------- Electric 2.52% 561,286
Financial Services 2.73% 608,940
Total Common Stocks (Cost $13,826,546) 18,995,973 Food 5.56% 1,238,628
----------- Hand/Machine Tools 1.87% 417,072
Healthcare - Products 1.33% 296,100
INVESTMENT COMPANIES - 11.05% Healthcare - Services 5.34% 1,189,752
Evergreen Institutional Home Builders 1.79% 398,640
Money Market Fund 1,005,068 1,005,068 Investment Companies 11.05% 2,461,724
Merrimac Cash Series Trust 1,005,068 1,005,068 Leisure Time 2.10% 466,920
Van Kampen Investment Grade Media 2.48% 553,062
Municipal Trust 31,144 451,588 Miscellaneous Manufacturing 3.20% 712,964
------------ Pharmaceuticals 3.67% 818,646
Real Estate Investment Trusts 6.84% 1,525,172
Total Investment Companies (Cost $2,455,647) 2,461,724 Retail 13.00% 2,896,331
------------ Semiconductors 0.87% 193,500
U.S. GOVERNMENT OBLIGATIONS - 0.22% Software 1.47% 326,520
United States Treasury Note Telecommunications 9.92% 2,210,855
6.875 %, 05/15/2006 Transportation 3.04% 677,640
(Cost $50,103) $ 50,000 $ 50,121 U.S. Government Obligations 0.22% 50,121
------------
----------------------------------------------------------
Total Investments (Cost $16,332,296) - 96.52% $ 21,507,818 Total 96.52% $ 21,507,818
Other Assets less Liabilities - 3.48% 775,724
------------
Net Assets - 100.00% $ 22,283,542
=============
See Notes To Financial Statements
The Hillman Focused Advantage Fund
Schedule of Investments
(Unaudited)
As of March 31, 2006
- -----------------------------------------------------------------------------------------------------------------------------------
Shares Market Value Shares Market Value
(Note 1) (Note 1)
- -------------------------------------------------------------- -----------------------------------------------------------------
COMMON STOCK - 97.82% Telecommunications - 19.26%
AT&T Inc. 182,700 $ 4,940,208
Aerospace/Defense - 10.57% * Corning Incorporated 200,100 5,384,691
Goodrich Corporation 128,300 $5,595,163 Motorola, Inc. 234,000 5,360,940
The Boeing Corporation 72,400 5,642,132 Verizon Communications Inc. 140,800 4,795,648
------------- -------------
11,237,295 20,481,487
------------- -------------
Chemicals - 4.76% Transportation - 4.69%
EI du Pont de Nemours & Co. 120,000 5,065,200 FedEx Corp. 44,200 4,991,948
------------- -------------
Commercial Services - 4.93%
Cendant Corp. 302,000 5,239,700 Total Common Stock (Cost $92,291,259) 104,020,268
------------- -------------
Computers - 9.86%
* EMC Corp. 393,000 5,356,590
Hewlett-Packard Company 156,000 5,132,400 INVESTMENT COMPANY - 3.57%
------------- Evergreen Institutional Money Market Fund
10,488,990 (Cost $3,801,819) 3,801,819 3,801,819
------------- -------------
Electric - 4.90%
American Electric Power
Company Inc. 153,000 5,205,060 Total Investments (Cost $96,093,078) - 101.39% $ 107,822,087
------------- Liabilities in Excess of Other Assets - (1.39%) (1,483,610)
Food - 4.87% -------------
Whole Foods Market Inc. 78,000 5,182,320
------------- Net Assets - 100.00% $ 106,338,477
Healthcare - Services - 9.59% =============
Aetna Inc. 100,400 4,933,656
* Laboratory Corp. of * Non-income producing investment.
America Holdings 90,000 5,263,200
-------------
10,196,856
------------- Summary of Investments by Industry
Home Builders - 5.16% Market
D.R. Horton, Inc. 165,000 5,481,300 Industry % of Net Assets Value
------------- -----------------------------------------------------------------
Miscellaneous Manufacturing - 4.92% Aerospace/Defense 10.57% $ 11,237,295
General Electric Company 150,400 5,230,912 Chemicals 4.76% 5,065,200
------------- Commercial Services 4.93% 5,239,700
Real Estate Investment Trust - 4.70% Computers 9.86% 10,488,990
Host Marriott Corporation 233,500 4,996,900 Electric 4.90% 5,205,060
------------- Food 4.87% 5,182,320
Retail - 9.61% Healthcare - Services 9.59% 10,196,856
The Home Depot, Inc. 121,000 5,118,300 Home Builders 5.16% 5,481,300
Outback Steakhouse, Inc. 116,000 5,104,000 Investment Company 3.57% 3,801,819
------------- Miscellaneous Manufacturing 4.92% 5,230,912
10,222,300 Real Estate Investment Trust 4.70% 4,996,900
------------- Retail 9.61% 10,222,300
Telecommunications 19.26% 20,481,487
Transportation 4.69% 4,991,948
-----------------------------------------------------------------
Total 101.39% $ 107,822,087
See Notes to Financial Statements
Hillman Capital Management Funds
Statements of Assets and Liabilities
(Unaudited)
Total Return Focused Advantage
As of March 31, 2006 Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Assets:
Investments, at cost ........................................................... $ 16,332,296 $ 96,093,078
Investments, at value (note 1) ................................................. $ 21,507,818 $ 107,822,087
Cash ........................................................................... 730,703 2,220
Receivables:
Fund shares sold ........................................................... 10,235 159,272
Dividends and interest ..................................................... 37,261 130,191
Prepaid expenses ............................................................... 16,933 23,321
------------- -------------
Total Assets ................................................................... 22,302,950 108,137,091
------------- -------------
Liabilities:
Payables:
Investments purchased ...................................................... -- 1,717,373
Fund shares repurchased .................................................... -- 41,769
Accrued expenses ............................................................... 19,408 39,472
------------- -------------
Total Liabilities .............................................................. 19,408 1,798,614
------------- -------------
Net Assets ........................................................................... $ 22,283,542 $ 106,338,477
============= =============
Net Assets Consist of:
Capital (par value and paid in surplus) ........................................ 17,151,330 94,440,657
Accumulated net investment income .............................................. 68,522 199,072
Accumulated net realized loss on investments ................................... (111,832) (30,261)
Net unrealized appreciation on investments ..................................... 5,175,522 11,729,009
------------- -------------
Total Net Assets ............................................................... $ 22,283,542 $ 106,338,477
============= =============
Shares Outstanding, no par value (unlimited authorized shares) ................. 1,646,281 6,820,350
Net Asset Value, Offering Price and Redemption Price Per Share ................. $ 13.54 $ 15.59
See Notes to Financial Statements
Hillman Capital Management Funds
Statements of Operations
(Unaudited)
Total Return Focused Advantage
For the six month period ended March 31, 2006 Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Income:
Interest ......................................................................... $ 14,580 $ --
Dividends ........................................................................ 250,320 877,523
----------- -----------
Total Income ..................................................................... 264,900 877,523
----------- -----------
Expenses:
Advisory fees (note 2) ........................................................... 102,249 422,374
Administration fees (note 2) ..................................................... 12,781 48,470
Transfer agent fees (note 2) ..................................................... 10,500 14,725
Registration and filing administration fees (note 2) ............................. 4,039 4,039
Fund accounting fees (note 2) .................................................... 14,521 17,724
Compliance services fees (note 2) ................................................ 3,875 3,875
Custody fees (note 2) ............................................................ 3,292 10,442
Distribution and service fees (note 3) ........................................... 25,562 105,594
Other accounting fees (note 2) ................................................... 46 --
Legal fees ....................................................................... 6,234 6,234
Audit and tax preparation fees ................................................... 9,474 9,473
Shareholder servicing expenses ................................................... 1,370 2,743
Printing expenses ................................................................ 373 1,121
Trustees' fees and meeting expenses .............................................. 3,241 3,241
Securities pricing fees .......................................................... 2,523 879
Other operating expenses ......................................................... 2,918 15,519
----------- -----------
Total Expenses ................................................................... 202,998 666,453
----------- -----------
Advisory fees waived (note 2) .................................................... (24,116) --
----------- -----------
Net Expenses ..................................................................... 178,882 666,453
----------- -----------
Net Investment Income ................................................................. 86,018 211,070
Realized and Unrealized Gain from Investments:
Net realized (loss) gain from investments ........................................ (127,260) 220,050
Capital gain distributions from other investment companies ....................... 15,429 --
Change in unrealized appreciation on investments ................................. 1,613,849 7,142,432
----------- -----------
Realized and Unrealized Gain on Investments ........................................... 1,502,018 7,362,482
----------- -----------
Net Increase in Net Assets Resulting from Operations .................................. $ 1,588,036 $ 7,573,552
=========== ===========
See Notes to Financial Statements
Hillman Capital Management Funds
Statements of Changes in Net Assets
Total Return Fund
March 31, September 30,
For the six month period and fiscal year ended 2006 (a) 2005
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
Net investment income ......................................................... $ 86,018 $ 150,575
Net realized (loss) gain from investment transactions ......................... (127,260) 304,323
Capital gain distributions from other investment companies .................... 15,429 37,489
Change in unrealized appreciation on investments .............................. 1,613,849 1,704,000
------------ ------------
Net Increase in Net Assets Resulting from Operations .............................. 1,588,036 2,196,387
------------ ------------
Distributions to Shareholders: (note 5)
Net investment income ......................................................... (101,074) (150,140)
Net realized gain from investment transactions ................................ (261,624) (283,131)
------------ ------------
Decrease in Net Assets Resulting from Distributions ............................... (362,698) (433,271)
------------ ------------
Capital Share Transactions: (note 6)
Shares sold ................................................................... 1,620,130 3,932,673
Reinvested dividends and distributions ........................................ 362,156 432,872
Shares repurchased ............................................................ (987,807) (1,418,516)
------------ ------------
Increase from Capital Share Transactions .......................................... 994,479 2,947,029
------------ ------------
Net Increase in Net Assets ........................................................ 2,219,817 4,710,145
Net Assets:
Beginning of period ........................................................... 20,063,725 15,353,580
------------ ------------
End of period ................................................................. $ 22,283,542 $ 20,063,725
============ ============
Accumulated Net Investment Income .................................................. $ 68,522 $ 83,578
Focused Advantage Fund
March 31, September 30,
For the six month period and fiscal year ended 2006 (a) 2005
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
Net investment income ................................................... $ 211,070 $ 7,988
Net realized gain from investment transactions .......................... 220,050 2,090,551
Change in unrealized appreciation on investments ........................ 7,142,432 2,892,020
------------- -------------
Net Increase in Net Assets Resulting from Operations ........................ 7,573,552 4,990,559
------------- -------------
Distributions to Shareholders: (note 5)
Net investment income ................................................... (19,978) (10,478)
------------- -------------
Net realized gain from investment transactions .......................... (2,294,247) --
Decrease in Net Assets Resulting from Distributions ......................... (2,314,225) (10,478)
------------- -------------
Capital Share Transactions: (note 6)
Shares sold ............................................................ 56,896,271 63,962,401
Reinvested dividends and distributions ................................. 2,164,739 10,240
Shares repurchased ..................................................... (23,161,624) (15,623,836)
------------- -------------
Increase from Capital Share Transactions .................................... 35,899,386 48,348,805
------------- -------------
Net Increase in Net Assets .................................................. 41,158,713 53,328,886
Net Assets:
Beginning of period ..................................................... 65,179,764 11,850,878
------------- -------------
End of period ........................................................... $ 106,338,477 $ 65,179,764
============= =============
Accumulated Net Investment Income ............................................ $ 199,072 $ 7,980
(a) Unaudited.
See Notes to Financial Statements
Hillman Capital Management Funds
Financial Highlights
Total Return Fund
September 30,
For a share outstanding during the March 31, -----------------------------------------------------------
six month period and fiscal years ended 2006 (a) 2005 2004 2003 2002 2001 (c)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of period $ 12.76 $ 11.56 $ 10.25 $ 8.51 $ 8.77 $ 10.00
-------- ------- -------- -------- -------- ----------
Income from Investment Operations:
Net investment income 0.05 0.09 0.13 0.14 0.10 0.01
Net realized and unrealized
gain (loss) on securities 0.99 1.40 1.27 1.83 (0.25) (1.24)
-------- ------- -------- -------- -------- ----------
Total from Investment Operations 1.04 1.49 1.40 1.97 (0.15) $ (1.23)
-------- ------- -------- -------- -------- ----------
Less Distributions:
Dividends (from net investment income) (0.09) (0.10) (0.09) (0.15) (0.11) -
Distributions (from capital gains) (0.17) (0.19) - (0.08) - -
-------- ------- -------- -------- -------- ----------
Total Distributions (0.26) (0.29) (0.09) (0.23) (0.11) -
-------- ------- -------- -------- -------- ----------
Net Asset Value, End of period $ 13.54 $ 12.76 $ 11.56 $ 10.25 $ 8.51 $ 8.77
======== ======== ======== ======== ======== ==========
Total Return 8.01% 13.02% 13.63% 23.46% (1.56)% (12.50%)
Net Assets, End of Period (in thousands) $ 22,284 $ 20,064 $ 15,354 $ 11,754 $ 6,288 $5,926
Average Net Assets for the Period (in thousands) $ 20,506 $ 18,682 $ 14,244 $8,448 $ 6,715 $4,220
Ratio of Gross Expenses to Average Net Assets 1.99% (b) 2.18% 2.24% 2.61% 2.83% 4.22% (b)
Ratio of Net Expenses to Average Net Assets 1.75% (b) 1.75% 1.75% 1.83% 1.80% 2.78% (b)
Ratio of Net Investment
Income to Average Net Assets 0.84% (b) 0.81% 1.15% 1.62% 1.11% 0.27% (b)
Portfolio Turnover Rate 7.93% 12.11% 17.14% 19.71% 40.37% 6.03%
Focused Advantage Fund
September 30,
For a share outstanding during the March 31, -----------------------------------------------------------
six month period and fiscal years ended 2006 (a) 2005 2004 2003 2002 2001 (c)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of period $ 14.73 $ 11.82 $ 9.63 $ 6.55 $ 7.51 $ 10.00
--------- -------- -------- ------- -------- --------
Income from Investment Operations:
Net investment income (loss) 0.03 - 0.03 0.04 (0.04) (0.12)
Net realized and unrealized
gain (loss) on securities 1.01 2.92 2.17 3.08 (0.92) (2.37)
--------- -------- -------- ------- -------- --------
Total from Investment Operations 1.04 2.92 2.20 3.12 (0.96) $ (2.49)
--------- -------- -------- ------- -------- --------
Less Distributions:
Dividends (from net investment income) - (d) (0.01) (0.01) (0.04) - -
Distributions (from capital gains) (0.18) - - - - -
--------- -------- -------- ------- -------- --------
Total Distributions (0.18) (0.01) (0.01) (0.04) - -
--------- -------- -------- ------- -------- --------
Net Asset Value, End of period $ 15.59 $ 14.73 $ 11.82 $ 9.63 $ 6.55 $ 7.51
========= ======== ======== ======= ======== ========
Total Return 8.82% 24.69% 22.82% 47.60% (12.67)% (25.00%)
Net Assets, End of Period (in thousands) $ 106,338 $ 65,180 $ 11,851 $ 5,157 $ 2,977 $ 2,864
Average Net Assets for the Period (in thousands) $ 84,707 $ 32,265 $8,329 $ 3,879 $ 3,628 $ 2,351
Ratio of Gross Expenses to Average Net Assets 1.58% (b) 1.89% 2.58% 3.93% 4.06% 6.32% (b)
Ratio of Net Expenses to Average Net Assets 1.58% (b) 1.75% 1.75% 2.10% 2.12% 3.90% (b)
Ratio of Net Investment
Income (loss) to Average Net Assets 0.50% (b) 0.02% 0.39% 0.53% (0.46)% (2.53%) (b)
Portfolio Turnover Rate 0.63% 39.94% 37.80% 41.37% 67.29% 52.56%
(a) Unaudited.
(b) Annualized.
(c) From the period from December 29, 2000 (Date of Initial Public Investment)
to September 30, 2001.
(d) Distribution from net investment income is less than $0.01 per share.
See Notes to Financial Statements
Hillman Capital Management Funds
Notes to Financial Statements (Unaudited)
- -------------------------------------------------------------------------------
1. Organization and Significant
Accounting Policies
Investment Transactions and Investment
The Hillman Total Return Fund and The Income
Hillman Focused Advantage Fund, Investment transactions are accounted
formerly known as The Hillman for as of the date purchased or sold
Aggressive Equity Fund, (collectively (trade date). Dividend income is
the "Funds" and individually a "Fund") recorded on the ex-dividend date.
are series funds. The Funds are part Certain dividends from foreign
of the Hillman Capital Management securities will be recorded as soon as
Investment Trust (the "Trust"), which the Trust is informed of the dividend
was organized as a Delaware Business if such information is obtained
Trust and is registered under the subsequent to the ex-dividend date.
Investment Company Act of 1940, (the Interest income is recorded on the
"Act"), as amended, as an open-ended accrual basis and includes
management investment company. amortization of discounts and
premiums. Gains and losses are
The Hillman Total Return Fund ("Total determined on the identified cost
Return Fund") commenced operations on basis, which is the same basis used
December 29, 2000. The investment for federal income tax purposes.
objective of the Total Return Fund is
to seek total return through a Expenses
combination of capital appreciation The Funds bear expenses incurred
and current income. specifically on their behalf as well
as a portion of general trust
The Hillman Focused Advantage Fund expenses, which are allocated
("Focused Advantage Fund") commenced according to methods approved annually
operations on December 29, 2000. The by the Trustees.
investment objective of the Focused
Advantage Fund is to seek long-term Dividend Distributions
capital appreciation. The Funds may declare and distribute
dividends from net investment income
The following accounting policies have (if any) at the end of each calendar
been consistently followed by the quarter. Distributions from capital
Funds and are in conformity with gains (if any) are generally declared
accounting principles generally and distributed annually.
accepted in the United States of
America in the investment company Estimates
industry. The preparation of financial
statements in conformity with
Investment Valuation accounting principles generally
The Funds' investments in securities accepted in the United States of
are carried at value. Securities America requires management to make
listed on an exchange or quoted on a estimates and assumptions that affect
national market system are valued at the amount of assets, liabilities,
the last sales price as of 4:00 p.m. expenses and revenues reported in the
Eastern Time. Securities traded in the financial statements. Actual results
NASDAQ over-the-counter market are could differ from those estimates.
generally valued at the NASDAQ
Official Closing Price. Other Federal Income Taxes
securities traded in the No provision for income taxes is
over-the-counter market and listed included in the accompanying financial
securities for which no sale was statements, as the Funds intend to
reported on that date are valued at distribute to shareholders all taxable
the most recent bid price. Securities investment income and realized gains
and assets for which representative and otherwise comply with Subchapter M
market quotations are not readily of the Internal Revenue Code
available (e.g., if the exchange on applicable to regulated investment
which the portfolio security is companies.
principally traded closes early or if
trading of the particular portfolio Indemnifications
security is halted during the day and Under the Funds' organizational
does not resume prior to the Funds' documents, its officers and Trustees
net asset value calculation) or which are indemnified against certain
cannot be accurately valued using the liabilities arising out of the
Funds' normal pricing procedures are performance of their duties to the
valued at fair value as determined in Funds. In addition, in the normal
good faith under policies approved by course of business, the Funds entered
the Trustees. A portfolio security's into contracts with their vendors and
"fair value" price may differ from the others that provide for general
price next available for that indemnifications. The Funds' maximum
portfolio security using the Funds' exposure under these arrangements is
normal pricing procedures. Instruments unknown, as this would involve future
with maturities of 60 days or less are claims that may be made against the
valued at amortized cost, which Funds. The Funds expect that risk of
approximates market value. loss to be remote.
(Continued)
Hillman Capital Management Funds
Notes to Financial Statements (Unaudited
- --------------------------------------------------------------------------------
2. Transactions with Affiliates
fund. The Administrator also receives
Advisor a fee to procure and pay the custodian
The Funds pay a monthly advisory fee for the fund, additional compensation
to Hillman Capital Management, Inc. for fund accounting and recordkeeping
(the "Advisor") based upon the average services, and additional compensation
daily net assets of each Fund and for certain costs involved with the
calculated at the annual rate of daily valuation of securities and as
1.00%. For the period ended March 31, reimbursement for out-of-pocket
2006, the Advisor has voluntarily expenses. A breakdown of these is
waived $24,116 of its fees for the provided in the following schedule.
Total Return Fund.
Administrator
Each Fund pays a monthly
administration fee to 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 following
schedule which is subject to a minimum
of $2,000 per month per
- -----------------------------------------------------------------------------------------------------------------------------------
Fund Accounting
Administration Fees Custody Fees Fund Asset Based
- ---------------------------------- ----------------------------- Accounting Blue Sky
Average Annual Average Annual Fees Average Annual Administration
Net Assets Rate Net Assets Rate (monthly) Net Assets Rate Fees (annual)
- -----------------------------------------------------------------------------------------------------------------------------------
First $50 million 0.125% First $100 million 0.020% $2,250 All Assets 0.01% $150 per state
Next $50 million 0.100% Over $100 million 0.009%
Over $100 million 0.075%
- -----------------------------------------------------------------------------------------------------------------------------------
3. Distribution and Service Fees
Compliance Services
The Nottingham Compliance Services, The Trustees, including a majority of
LLC, a fully owned affiliate of The the Trustees who are not "interested
Nottingham Company, provides services persons" of the Trust as defined in
which assists the Trust's Chief the Act, adopted a distribution plan
Compliance Officer in monitoring and with respect to all shares pursuant to
testing the policies and procedures of Rule 12b-1 of the Act (the "Plan").
the Trust in conjunction with Rule 12b-1 regulates the manner in
requirements under Rule 38a-1 of the which a regulated investment company
Securities and Exchange Commission. It may assume costs of distributing and
receives compensation for this service promoting the sales of its shares and
at an annual rate of $7,750. servicing of its shareholder accounts.
Transfer Agent The Plan provides that the Funds may
North Carolina Shareholder Services, incur certain costs, which may not
LLC ("Transfer Agent") serves as exceed 0.25%, for each year elapsed
transfer, dividend paying, and subsequent to adoption of the Plan,
shareholder servicing agent for the for payment to the distributor and
Funds. It receives compensation for others for items such as advertising
its services based upon $15 per expenses, selling expenses,
shareholder per year, subject to a commissions, travel or other expenses
minimum fee of $1,750 per month. reasonably intended to result in sales
of shares of the Funds or support
Certain Trustees and officers of the servicing of shareholder accounts. The
Trust are also officers of the Advisor Total Return Fund incurred $25,562 in
or the Administrator. distribution and service fees under
the Plan for the period ended March
31, 2006. The Focused Advantage Fund
incurred $105,594 in distribution and
service fees under the Plan for the
period ended March 31, 2006.
(Continued)
Hillman Capital Management Funds
Notes to Financial Statements (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
4. Purchases and Sales of Investment Securities -------------------------------------------------------
Table 2 Aggregate Gross
For the period ended March 31, 2006 the aggregate cost Unrealized
of purchases and proceeds from sales of investment Federal ---------------------------
securities (excluding short-term securities) were as Fund Tax Cost Appreciation Depreciation
follows: -------------------------------------------------------
Total
- ------------------------------------------------------- Return $16,332,296 $5,487,994 ($312,472)
Fund Proceeds from Focused
Purchases of Sales of Advantage $96,017,987 $12,668,781 ($864,681)
Securities Securities -------------------------------------------------------
- -------------------------------------------------------
Total Return $1,757,033 $1,485,456 The amount of dividends and distributions from net
- ------------------------------------------------------- investment income and net realized capital gains are
Focused Advantage $33,766,440 $522,145 determined in accordance with federal income tax
- ------------------------------------------------------- regulations which may differ from accounting principles
generally accepted in the United States of America.
There were no purchases or sales of long-term U.S. These differences are due to differing treatments for
Government Obligations for either fund during the items such as net short-term gains, deferral of wash
period ended March 31, 2006. sale losses, net investment losses and capital loss
carry-forwards. Permanent differences such as tax
5. Federal Income Tax returns of capital and net investment losses, if any,
would be reclassified against capital.
The tax components of capital shown in Table 1
represent: (1) distribution requirements the Funds must -------------------------------------------------------
satisfy under the income tax regulations as of For the year ended
September 30, 2005, and (2) unrealized appreciation or September 30, 2004 Distributions from
depreciation of investments for federal income tax -------------------------------------------------------
purposes as of March 31, 2006. Ordinary Long-Term
Fund Income Capital Gains
Other book tax differences in the current period
primarily consist of adjustments due to Total Return $110,069 $ -
reclassifications of income received from investments
in real estate investment trusts and different book and Focused Advantage $ 7,527 $ -
tax treatment of short-term capital gains. -------------------------------------------------------
For the year ended Distributions from
- ------------------------------------------------------- -------------------------------------------------------
Table 1 Undistributed Ordinary Long-Term
------------------------- Fund Income Capital Gains
- -------------------------------------------------------
Fund Long-Term Total Return $150,140 $238,131
Ordinary Capital Net Tax
Income Gains Appreciation Focused Advantage $ 10,478 $ -
- ------------------------------------------------------- -------------------------------------------------------
Total
Return $220,865 $124,336 $5,175,522
Focused
Advantage $856,065 $1,270,942 $11,653,918
- -------------------------------------------------------
The aggregate cost of investments and the composition
of unrealized appreciation and depreciation of
investment securities for federal income tax purposes
as of March 31, 2006 are noted in Table 2. The primary
difference between book and tax appreciation or
depreciation of investments is wash sale loss
deferrals.
(Continued)
Hillman Capital Management Funds
Notes to Financial Statements (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
6. Capital Share Transactions
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return Fund Focused Advantage Fund
March 31, September 30, March,31 September 30,
For the period or fiscal years ended: 2006 2005 2006 2005
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Transactions in Fund Shares
Shares sold 121,665 323,550 3,798,647 4,506,830
Reinvested distributions 27,906 35,269 145,482 769
Shares repurchased (75,939) (114,562) (1,549,713) (1,084,636)
Net Increase in Capital Shares Transactions 73,632 244,257 2,394,416 3,422,963
Shares Outstanding, Beginning of period 1,572,649 1,328,392 4,425,934 1,002,971
Shares Outstanding, End of period 1,646,281 1,572,649 6,820,350 4,425,934
- -----------------------------------------------------------------------------------------------------------------------------------
7. Change in Independent Registered Public Accounting Firm
On December 14, 2004, the Board of Trustees engaged At no time preceding the removal of Deloitte & Touche
Briggs, Bunting & Dougherty, LLP ("BBD") as its new LLP were there any disagreements with Deloitte & Touche
independent registered public accounting firm. At no LLP on any matter of accounting principles or
time preceding the engagement of BBD did the Funds practices, financial statement disclosure, or auditing
consult the firm regarding either (i) the application scope or procedure, which disagreements, if not
of accounting principles to a specified transaction, resolved to the satisfaction of Deloitte & Touche LLP,
either completed or proposed, or the type of audit would have caused it to make reference to the subject
opinion that might be rendered on the Funds' financial matter of the disagreements in connection with its
statements, or (ii) any matter that was either subject report. At no time preceding the removal of Deloitte &
of a disagreement or a reportable event, as such terms Touche LLP did any of the events enumerated in
are defined in Item 304 of Regulation S-K. paragraphs (1)(v)(A) through (D) of Item 304(a) of
Regulation S-K occur.
Prior to this date, Deloitte & Touche LLP ("Deloitte")
served as the independent registered public accounting
firm for the Trust and issued reports on the Funds'
financial statements as of September 30, 2004 and 2003.
Such reports did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting
principles.
Hillman Capital Management Funds
Additional Information (Unaudited)
- --------------------------------------------------------------------------------
1. Approval of Advisory Agreements During the Period
The Advisor supervises the Funds' grow the Funds' assets, and assist in
investments pursuant to an Investment the distribution of Fund shares. The
Advisory Agreement ("Advisory Board noted that the Funds' president
Agreement"). During the Funds' most and principal executive officer,
recent fiscal half-year, the Advisory treasurer and principal financial
Agreement came up for renewal. The officer, and chief compliance officer
Trust's Board of Trustees unanimously were employees of the Advisor and
approved the renewal of the Advisory served the Trust without additional
Agreement for another year at a Board compensation. After reviewing the
Meeting held on November 22, 2005. foregoing information and further
information in the Advisor Memorandum
In considering whether to renew the (e.g., descriptions of the Advisor's
Advisory Agreement, the Board reviewed business, the Funds' and the Advisor's
and considered such information as the compliance programs, and the Advisor's
Board deemed reasonably necessary, Form ADV), the Board concluded that
including the following material the nature, extent, and quality of the
factors: (i) the nature, extent, and services provided by the Advisor was
quality of the services to be provided satisfactory and adequate for each of
by the Advisor to the Funds; (ii) the the Funds.
investment performance of the Funds
and the Advisor; (iii) the costs of In considering the investment
the services to be provided and performance of the Funds and the
profits to be realized by the Advisor Advisor, the Board compared the short
and its affiliates from the and long-term performance of each Fund
relationship with the Funds, including with the performance of its benchmark
any benefits derived or to be derived index, comparable funds with similar
by the Advisor from the relationship objectives and size managed by other
with the Funds; (iv) the extent to investment advisors, and comparable
which economies of scale would be peer group indices (e.g., Morningstar
realized as the Funds grow and whether category averages). The Board also
advisory fee levels reflect these considered the consistency of the
economies of scale for the benefit of Advisor's management of the Funds with
the Funds' investors; (v) the each Fund's investment objective and
Advisor's practices regarding policies. After reviewing the short
brokerage and portfolio transactions; and long-term investment performance
and (vi) possible conflicts of of the Funds, the Advisor's experience
interest. managing the Funds and other advisory
accounts, the Advisor's historical
To aid it in its review, the Board investment performance, and other
reviewed various informational factors, the Board concluded that the
materials including, without investment performance of each Fund
limitation, a copy of the Advisory and the Advisor was satisfactory.
Agreement for the Funds; a memorandum
from the Advisor to the Board In considering the costs of the
including information about the services to be provided and profits to
Advisor, its business, its finances, be realized by the Advisor and its
its personnel, its services to the affiliates from the relationship with
Funds, and comparative expense ratio the Funds, including any benefits
information for other mutual funds derived or to be derived by the
with strategies similar to the Funds Advisor from the relationship with the
("Advisor Memorandum"); and a Funds, the Board considered the
memorandum from Parker, Poe, Adams & Advisor's staffing, personnel, and
Bernstein L.L.P. (counsel to the methods of operating; the education
Trust) to the Board regarding and experience of the Advisor's
considerations relevant to a review of personnel; the Advisor's compliance
investment advisory contracts by policies and procedures; the financial
investment company trustees. condition of the Advisor and the level
of commitment to the Funds and the
In considering the nature, extent, and Advisor by the principals of the
quality of the services provided by Advisor; the asset levels of the
the Advisor to the Funds, the Board Funds; and the overall expenses of the
considered the responsibilities the Funds, including certain prior fee
Advisor would have under the Advisory waivers and reimbursements by the
Agreement. The Board reviewed the Advisor on behalf of the Funds, and
services being provided by the Advisor the nature and frequency of advisory
to each Fund including, without fee payments. The Board reviewed the
limitation, the quality of its financial statements for the Advisor
investment advisory services since and discussed the financial stability
each Fund's inception (including and profitability of the firm. The
research and recommendations with Board discussed the Advisor's prior
respect to portfolio securities), its fee waivers in detail, including the
procedures for formulating investment nature and scope of cost allocation
recommendations and assuring for such fees. The Board also
compliance with each Fund's investment considered potential benefits for the
objectives and limitations, its
coordination of services for the Funds
among the Funds' service providers,
and its efforts to promote the Funds,
(Continued)
Hillman Capital Management Funds
Additional Information (Unaudited)
- --------------------------------------------------------------------------------
Advisor in managing the Funds, are reasonable in relation to the
including promotion of the Advisor's value of the services provided; the
name, the ability for the Advisor to process by which evaluations are made
place small accounts into the Funds, of the overall reasonableness of
and the potential for the Advisor to commissions paid; the method and basis
generate soft dollars from certain of for selecting and evaluating the
the Funds' trades that may benefit the broker-dealers used; any anticipated
Advisor's other clients as well. The allocation of portfolio business to
Board then compared the fees and persons affiliated with the Advisor;
expenses of each Fund (including the the general nature and quality of the
management fee) to other funds research, statistical, and other
comparable in terms of the type of services received (or expected to be
fund, the style of investment received) by the Advisor and/or the
management, the size of the fund, and Trust in return for commissions paid
the nature of its investment strategy, by the Funds or by any other account
among other factors. The Board advised by the Advisor. The Board then
specifically determined that the considered whether such services and
Funds' management fees were higher soft dollars provide lawful and
than the comparable funds while the appropriate assistance to the Advisor
net expense ratios were lower than in the performance of its investment
some of the comparable funds and decision-making responsibilities and
higher than others. Following this whether any payments are made for such
comparison and upon further services through the use of
consideration and discussion of the concessions or mark-ups charged by
foregoing, the Board concluded that underwriters or dealers in a principal
the fees to be paid to the Advisor by (including riskless principal)
each Fund were fair and reasonable in capacity; the extent to which any soft
relation to the nature and quality of dollar payment is allocated for
the services provided by the Advisor. products or services that provide both
a research and a non-research
In considering the extent to which function; the extent to which such
economies of scale would be realized services benefit other accounts, if
as the Funds grow and whether the any, advised by the Advisor; the
advisory fee levels reflect these extent to which such services enable
economies of scale for the benefit of the Advisor to avoid expenses that it
the Funds' investors, the Board otherwise would be required to bear
considered that the Funds' fee under the Advisory Agreement with
arrangements with the Advisor involved respect to the Funds; the alternatives
only the management fee. The Board to "paying up for research" (e.g.,
determined that, while the management paying for research with cash,
fees would remain the same at all enlarging the investment staff, etc.);
asset levels, the Funds' shareholders and the opportunities for the Advisor
would benefit from economies of scale to recapture brokerage or related fees
under the Funds' agreements with (e.g., as to equity funds, tender
service providers other than the offer fees, underwriting fees, etc.)
Advisor. Following further discussion and credit it against fees of the
of the Funds' asset levels, Funds. After further review and
expectations for growth, and levels of discussion, the Board determined that
fees, the Board determined that, at the Advisor's practices regarding
the Funds' current and projected asset brokerage and portfolio transactions
levels, the Funds' fee arrangements were satisfactory.
were fair and reasonable in relation
to the nature and quality of the In considering possible conflicts of
services to be provided by the interest, the Board considered such
Advisor. matters as the experience and ability
of the advisory personnel assigned to
In considering the Advisor's practices each Fund; the basis for soft dollar
regarding brokerage and portfolio payments with broker-dealers,
transactions, the Board considered the including any broker-dealers
Advisor's standards, and performance affiliated with the Advisor; the basis
in utilizing those standards, to seek of decisions to buy or sell securities
best execution for Fund portfolio for the Funds and/or the Advisor's
transactions, including the use of other accounts; the method for
alternative markets (e.g., direct bunching of portfolio securities
purchases from issuers or underwriters transactions; and the substance and
or, as to equity securities, "third administration of the Advisor's code
market" for listed securities and of ethics. Following further
principal market makers for consideration and discussion, the
over-the-counter securities). The Board indicated that the Advisor's
Board noted that the Funds' fixed standards and practices relating to
income portfolio transactions are the identification and mitigation of
normally principal transactions potential conflicts of interests were
executed in over-the-counter markets satisfactory.
on a "net" basis. The Board also
considered the anticipated portfolio Based upon all of the foregoing
turnover rate for the Funds, the considerations, the Board, including a
extent to which the Funds allocate majority of the Trust's independent
portfolio business to broker-dealers trustees, approved the renewal of the
who provide research, statistical, or Advisory Agreement.
other services ("soft dollars") to the
Funds compared with broker-dealers who
provide only execution services; the
amount of differential between "full
service" and "bare bones" commission
rates, including consideration, each
quarter, of whether the higher rates
(Continued)
Hillman Capital Management Funds
Additional Information (Unaudited)
- --------------------------------------------------------------------------------
2. 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 Funds'
Statement of Additional Information
and is available, without charge, upon
request, by calling 1-800-773-3863.
Information regarding how the Funds
voted proxies relating to portfolio
securities during the most recent
12-month period ended June 30, 2005
will be available (1) without charge,
upon request, by calling the Funds at
the number above and (2) on the SEC's
website at http://www.sec.gov.
3. Quarterly Portfolio Holdings
The Funds file their complete schedule
of portfolio holdings with the SEC for
the first and third quarters of each
fiscal year on From N-Q. The Funds'
Form N-Q are available on the SEC's
website at http://www.sec.gov. You may
review and make copies at the SEC's
Public Reference Room in Washington,
D.C. You may also obtain copies after
paying a duplicating fee by writing
the SEC's Public Reference Section,
Washington, D.C. 20549-0102 or by
electronic request to
publicinfo@sec.gov, or is available
without charge, upon request, by
calling the Funds at 1-800-773-3863.
Information on the operation of the
Public Reference Room may be obtained
by calling the SEC at 202-942-8090.
(This Page was intentionally left blank)
The Hillman Capital Management
Mutual Funds are a series of the
Hillman Capital Management Investment Trust
For Shareholder Service Inquiries: For Investment Advisor Inquiries:
Documented: Documented:
NC Shareholder Services Hillman Capital Management, Inc.
116 South Franklin Street 4733 Bethesda Avenue
Post Office Drawer 4365 Suite 325
Rocky Mount, North Carolina 27803 Bethesda, Maryland 20814
Toll-Free Telephone: Toll-Free Telephone:
1-800-773-3863 1-800-773-3863
World Wide Web @: World Wide Web @:
nottinghamco.com hillmancapital.com
[LOGO HERE]
HILLMAN
capital management
Item 2. CODE OF ETHICS.
Not applicable.
Item 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
Item 6. SCHEDULE OF INVESTMENTS.
A copy of the schedule of investments of unaffiliated issuers as of the
close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this Form.
Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
None.
Item 11. CONTROLS AND PROCEDURES.
(a) The Principal Executive Officer and the Principal Financial Officer
have concluded that the registrant's disclosure controls and procedures
are effective based on their evaluation of the disclosure controls and
procedures as of a date within 90 days of the filing of this report.
(b) There were no changes in the registrant's internal control over
financial reporting that occurred during the registrant's second fiscal
quarter of the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications required by Item 12.(a)(2) of Form N-CSR are filed
herewith as Exhibit 12.(a)(2).
(a)(3) Not applicable.
(b) Certifications required by Item 12.(b) of Form N-CSR are filed herewith
as Exhibit 12.(b).
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
________________________________
Mark A. Hillman, Trustee, President and
Principal Executive Officer
Date: May 24, 2006
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
________________________________
Mark A. Hillman, Trustee, President and
Principal Executive Officer
Date: May 24, 2006
By: (Signature and Title) /s/ Fletcher D. Perkins
_________________________________
Fletcher D. Perkins, Treasurer and
Principal Financial Officer
Date: May 24, 2006