EXHIBIT 12.(a)(1)
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HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
This code of ethics (this "Code") for Hillman Capital Management Investment
Trust (the "Trust") applies to the Trust's Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer(s) (the "Covered
Officers" each of whom are set forth in Exhibit A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports and
documents that a registrant files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Trust;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o accountability for adherence to the Code.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private
interest in any material respect interferes with the interests of, or his
service to, the Trust. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property, other than shares of
beneficial interest of the Trust) with the Trust because of their status as
"affiliated persons" of the Trust. The Trust's and the investment adviser's
compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Code does not, and is not intended
to, repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trust and the investment adviser/administrator of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Trust or for the adviser/administrator, or for both), be
involved in establishing policies and implementing decisions that may have
different effects on the adviser/administrator and the Trust. The participation
of the Covered Officers in such activities is inherent in the contractual
relationship between the Trust and the adviser/administrator and is consistent
with the performance by the Covered Officers of their duties as officers of the
Trust. Thus, if performed in conformity with the provisions of the Investment
Company Act and the Investment Advisers Act, such activities will be deemed to
have been handled ethically. In addition, it is recognized by the Trust's Board
of Trustees ("Board") that the Covered Officers may also be officers or
employees of one or more investment companies covered by other codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Trust.
Each Covered Officer must:
o 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;
o 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;
o 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;
o report at least annually any affiliations or other relationships related to
conflicts of interest that the Trust's Trustees and Officers Questionnaire
covers.
There are some conflict of interest situations that should always be
discussed with the Audit Committee of the Trust ("Audit Committee") if such
situations might have a material adverse effect on the Trust. Examples of these
include:
o service as a director/trustee on the board of any public company;
o the receipt of non-nominal gifts (currently gifts in excess of $200.00);
o 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;
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o any ownership interest in, or any consulting or employment relationship
with, any of the Trust's service providers, other than its investment
adviser, principal underwriter, administrator or any affiliated person
thereof;
o 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.
III. Disclosure and Compliance
o each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Trust;
o 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;
o each Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Trust
(including, as appropriate, the Trust's Disclosure Control Committee) and
the adviser/administrator 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 SEC and in other public communications made
by the Trust; and
o it is the responsibility of each Covered Officer to promote compliance with
the standards and restrictions imposed by applicable laws, rules and
regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands the Code;
o annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o 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
o notify the Chairman of the Audit Committee for the Trust promptly if he/she
knows of any material violation of this Code.
The Audit Committee is responsible for applying this Code to specific situations
in which questions are presented under it and has the authority to interpret
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this Code in any particular situation. In addition, any approvals or waivers
sought by a Covered Officer will be considered by the Audit Committee.
The Trust will follow the following procedures in investigating and
enforcing this Code:
o the compliance officer of the investment adviser to the Trust, Hillman
Capital Management, Inc. (or such other Trust officer or other investigator
as the Audit Committee may from time to time designate) (the
"Investigator"), shall take appropriate action to investigate any potential
violations reported to him;
o if, after such investigation, the Investigator believes that no violation
has occurred, the Investigator is not required to take any further action;
o any matter that the Investigator believes is a violation will be reported
to the Audit Committee;
o if the Audit Committee concurs that a violation has occurred, it will
inform and make a recommendation to the Board, 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 adviser/administrator or its board;
or a recommendation to dismiss the Covered Officer;
o the Audit Committee will be responsible for granting waivers, as
appropriate; and
o any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
Any potential violation of this Code by the Investigator shall be reported to
the Chairman of the Audit Committee and the Audit Committee shall appoint an
alternate Trust officer or other investigator to investigate the matter.
V. Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Trust for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Trust, the Trust's adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Trust's and its investment adviser's and principal
underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act
are separate requirements applying to the Covered Officers and others, and are
not part of this Code.
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VI. Amendments
Any material amendments to this Code, other than amendments to Exhibit A,
must be approved or ratified by a majority vote of the Board, including a
majority of independent trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or regulation or this Code, such matters
shall not be disclosed to anyone other than the Board and the Audit Committee.
VIII. Internal Use
The Code is intended solely for the internal use by the Trust and does not
constitute an admission, by or on behalf of the Trust, as to any fact,
circumstance, or legal conclusion.
Date: September 30, 2003
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Exhibit A
Persons Covered by this Code of Ethics
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Mark A. Hillman, President and Principal Executive Officer
Fletcher D. Perkins, Treasurer and Principal Financial Officer
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