Exhibit (m)(2): Distribution Plan pursuant to Rule 12b-1 for The Hillman
-------------- Total Return Fund
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
THE HILLMAN TOTAL RETURN FUND
WHEREAS, Hillman Capital Management Investment Trust, an unincorporated business
trust organized and existing under the laws of the State of Delaware (the
"Trust"), engages in business as an open-end management investment company and
is registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets; and
WHEREAS, the Trust offers a series of such Shares representing interests in THE
HILLMAN TOTAL RETURN FUND (the "Fund") of the Trust;
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "Non-Interested Trustees"), having determined, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Section 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
shareholders, have approved this Plan by votes cast at a meeting held in person
and called for the purpose of voting hereon and on any agreements related
hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
1. Distribution and Servicing Activities. Subject to the supervision of
the Trustees of the Trust, the Trust may, directly or indirectly,
engage in any activities primarily intended to result in the sale of
shares of the Fund, which activities may include, but are not limited
to, the following: (a) payments to the Trust's Distributor and to
securities dealers and others in respect of the sale of shares of the
Fund; (b) payment of compensation to and expenses of personnel
(including personnel of organizations with which the Trust has entered
into agreements related to this Plan) who engage in or support
distribution of shares of the Fund or who render shareholder support
services not otherwise provided by the Trust's transfer agent,
administrator, or custodian, including but not limited to, answering
inquiries regarding the Trust, processing shareholder transactions,
providing personal services and/or the maintenance of shareholder
accounts, providing other shareholder liaison services, responding to
shareholder inquiries, providing information on shareholder
investments in the Fund, and providing such other shareholder services
as the Trust may reasonably request; (c) formulation and
implementation of marketing and promotional activities, including, but
not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) preparation,
printing and distribution of sales literature; (e) preparation,
printing and distribution of prospectuses and statements of additional
information and reports of the Trust for recipients other than
existing shareholders of the Trust; and (f) obtaining such
information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem
advisable. The Trust is authorized to engage in the activities listed
above, and in any other activities primarily intended to result in the
sale of shares of the Fund, either directly or through other persons
with which the Trust has entered into agreements related to this Plan.
2. Maximum Expenditures. The expenditures to be made by the Fund pursuant
to this Plan and the basis upon which payment of such expenditures
will be made shall be determined by the Trustees of the Trust, but in
no event may such expenditures exceed an amount calculated at the rate
of 0.25% per annum of the average daily net asset value of the shares
of the Fund for each year or portion thereof included in the period
for which the computation is being made, elapsed since the inception
of this Plan to the date of such expenditures. Notwithstanding the
foregoing, in no event may such expenditures paid by the Fund as
service fees exceed an amount calculated at the rate of 0.25% of the
average annual net assets of the shares of the Fund, nor may such
expenditures paid as service fees to any person who sells shares of
the Fund exceed an amount calculated at the rate of 0.25% of the
average annual net asset value of such shares. Such payments for
distribution and shareholder servicing activities may be made directly
by the Trust or to other persons with which the Trust has entered into
agreements related to this Plan.
3. Term and Termination. (a) This Plan shall become effective for the
Fund on the date that the Fund commences operations. Unless terminated
as herein provided, this Plan shall continue in effect for one year
from the effective date of the Plan for the Fund with respect to its
shares and shall continue in effect for successive periods of one year
thereafter, but only so long as each such continuance is specifically
approved by votes of a majority of both (i) the Trustees of the Trust
and (ii) the Non-Interested Trustees, cast at a meeting called for the
purpose of voting on such approval.
(b) This Plan may be terminated at any time with respect to the Fund
by a vote of a majority of the Non-Interested Trustees or by a
vote of a majority of the outstanding voting securities of the
Fund as defined in the 1940 Act.
4. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Section 2 hereof unless such
amendment is approved by a vote of the majority of the outstanding
voting securities of the Fund as defined in the 1940 Act with respect
to which a material increase in the amount of expenditures is
proposed, and no material amendment to this Plan shall be made unless
approved in the manner provided for annual renewal of this Plan in
Section 3(a) hereof.
5. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of the Non-Interested Trustees of the
Trust shall be committed to the discretion of such Non-Interested
Trustees.
6. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees of the Trust and the Trustees shall review quarterly a
written report of the amounts expended pursuant to this Plan and any
related agreement and the purposes for which such expenditures were
made.
7. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 6 hereof,
for a period of not less than six years from the date of this Plan.
Any such related agreement or such reports for the first two years
will be maintained in an easily accessible place.
8. Limitation of Liability. Any obligations of the Trust hereunder shall
not be binding upon any of the Trustees, officers or shareholders of
the Trust personally, but shall bind only the assets and property of
the Trust. The term "Hillman Capital Management Investment Trust"
means and refers to the Trustees from time to time serving under the
Trust Instrument of the Trust as filed with the Securities and
Exchange Commission. The execution of this Plan has been authorized by
the Trustees, and this Plan has been signed on behalf of the Trust by
an authorized officer of the Trust, acting as such and not
individually, and neither such authorization by such Trustees nor such
execution by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them
personally, but shall bind only the assets and property of the Trust
as provided in the Trust Instrument of the Trust.
