Exhibit (p)(1): Code of Ethics for the Registrant
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CODE OF ETHICS
of
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
(Adopted as of December 6, 2000)
WHEREAS, Hillman Capital Management Investment Trust ("Trust"), is a
registered investment company under the Investment Company Act of 1940, as
amended ("1940 Act"), which is authorized to issue its shares of beneficial
interest in separate series representing the interests in separate funds of
securities and other assets (each a "Fund");
WHEREAS, the Trust, as of the date first written above, consists of two
series, The Hillman Aggressive Equity Fund and The Hillman Total Return Fund,
for which Hillman Capital Management, Inc. ("Adviser") serves as the investment
adviser;
WHEREAS, Rule 17j-1 under the 1940 Act makes it unlawful for certain
persons, including Trustees, officers, and other investment personnel of the
Trust and any Fund of the Trust, to engage in fraudulent, manipulative, or
deceptive conduct in connection with their personal trading of securities "held
or to be acquired" by any Fund of the Trust;
WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and the
Adviser to adopt a code of ethics and to establish procedures reasonably
designed to: (i) govern the personal securities activities of Access Persons, as
defined herein; (ii) with respect to those personal securities transactions,
prevent the employment of any device, scheme, artifice, practice, or course of
business that operates or would operate as a fraud or deceit on the Trust or any
Fund; and (iii) otherwise prevent personal trading prohibited by the Rule;
WHEREAS, the policies, restrictions, and procedures included in this
Code of Ethics are designed to prevent violations of Rule 17j-1 under the 1940
Act; and
WHEREAS, the Trust desires to amend its existing Code of Ethics to
reflect recent amendments to Rule 17j-1;
NOW, THEREFORE, the Trust hereby adopts this Code of Ethics ("Code")
for the Trust and each Fund of the Trust to read in its entirety as follows:
A. Unlawful Actions
Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee,
officer or other Access Person of the Trust, in connection with the
purchase or sale by such person of a "security held or to be acquired"
by any investment portfolio of the Trust:
1. To employ any device, scheme, or artifice to defraud the Trust or
a Fund;
2. To make to the Trust or a Fund any untrue statement of a material
fact or omit to state to the Trust or a Fund a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
3. To engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon the Trust or
a Fund; or
4. To engage in any manipulative practice with respect to the Trust
or a Fund.
B. Definitions
1. "Access Person" shall mean: (a) any trustee, director, officer,
general partner, or advisory person (as defined below) of the
Trust or any Fund of the Trust or the Adviser thereof; or (b) any
director, officer, or general partner of a principal underwriter
for the Trust or any Fund of the Trust who, in the ordinary
course of his or her business, makes, participates in, or obtains
information regarding the purchase or sale of securities for any
Fund of the Trust for which the principal underwriter so acts or
whose functions or duties as part of the ordinary course of his
or her business relate to the making of any recommendation to any
Fund of the Trust regarding the purchase and sale of securities.
2. An "Advisory Person" shall mean any employee of the Trust or any
Fund of the Trust or of the Adviser (or of any company in a
control relationship thereto) who, in connection with his or her
regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of securities for any
Fund of the Trust or whose functions relate to the making of any
recommendations with respect to such purchases or sales, and any
natural person in a control relationship with the Trust or any
Fund of the Trust or the Adviser who obtains information
concerning recommendations made to any Fund of the Trust
regarding the purchase or sale of Covered Securities by the Fund.
3. "Beneficial Ownership" for the purposes of this Code shall be
interpreted in a manner that is consistent with Section 16 of the
Securities Exchange Act of 1934, as amended ("1934 Act"), and
Rule 16a-1(a)(2) thereunder, which generally speaking,
encompasses those situations in which the beneficial owner has
the right to enjoy some direct or indirect "pecuniary interest"
(i.e., some economic benefit) - - from the ownership of a
security. Any report of beneficial ownership required thereunder
shall not be construed as an admission that the person making the
report has any direct or indirect beneficial ownership in the
Covered Securities to which the report relates.
4. "Code" shall mean the Code of Ethics of the Trust.
5. "Control" shall have the meaning set forth in Section 2(a)(9) of
the 1940 Act.
6. "Covered Security" means a "security" as set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include: (a)
direct obligations of the U.S. Government; (b) bankers'
acceptances, bank certificates of deposit, commercial paper and
high quality short-term debt instruments, including repurchase
agreements; and (c) shares of registered open-end investment
companies.
7. "Disinterested Trustee" of the Trust means a Trustee who is not
an "interested person" of the Trust within the meaning of Section
2(a)(19) of the 1940 Act. An "interested person" of the Trust
includes any person who is a trustee, director, officer,
employee, or owner of 5% or more of the outstanding stock of the
Adviser or principal underwriter for any Fund of the Trust.
Affiliates of brokers or dealers are also "interested persons" of
the Trust, except as provided in Rule 2a19-1 under the 1940 Act.
8. "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, as amended ("1933
Act"), the issuer of which, immediately before the registration,
was not subject to the reporting requirements of Sections 13 or
15(d) of the 1934 Act.
9. "Investment Personnel" of a Fund or the Adviser means: (a) any
employee of the Trust or any Fund or the Adviser (or any company
in a control relationship to the Trust, Fund or the Adviser) who,
in connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the purchase
or sale of securities by any Fund; or (b) any natural person who
controls the Trust, Fund or the Adviser and who obtains
information concerning recommendations made to any Fund regarding
the purchase or sale of securities by any Fund.
10. "Limited Offering" means an offering that is exempt from
registration under the 1933 Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rules 504, 505 or 506 under the 1933
Act.
11. "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.
12. "Review Officer" means, with respect to the Trust, the Secretary
of the Trust or such other person(s) as may be designated by the
Board of Trustees of the Trust. In this regard, the Adviser and
the principal underwriter of the Trust ("Distributor") each shall
appoint a compliance officer, which person shall be designated by
the Board of Trustees of the Trust as a "Review Officer" with
respect to the Adviser or the Distributor, as applicable. The
purpose of this arrangement is for each such compliance officer
of the Adviser or Distributor to monitor compliance with this
Code of Ethics with respect to all Access Persons covered
hereunder who are associated with the Adviser or Distributor, as
applicable, including: approving personal securities transactions
and receiving reports for all Access Persons hereunder who are
associated with the Adviser or Distributor. In turn, the Review
Officer of the Adviser and the Distributor shall report at least
quarterly to the Secretary of the Trust all violations of this
Code, or any other code of ethics to which an Access Person may
be subject and which covers that Access Person's duties and
responsibilities with respect to the Funds ("Related Code"), that
occurred during the past quarter. The Review Officer of the Trust
shall: (a) approve transactions, receive reports and otherwise
monitor compliance with this Code of Ethics with respect to all
Access Persons not otherwise associated with the Adviser or the
Distributor; (b) receive reports from any other Review Officer
designated hereunder; (c) report at least quarterly to the Board
of Trustees of the Trust all violations of this Code and any
Related Code that occurred during the past calendar quarter; and
(d) report at least annually to the Board of Trustees the
information listed in Section D.7. below.
13. A Covered Security is for purposes of this Code being "held or to
be acquired" by any Fund if, within the most recent 15 days, the
Covered Security: (a) is or has been held by a Fund; (b) is being
held or has been considered by a Fund or the Adviser for purchase
by the Fund; or (c) any option to purchase or sell, any Covered
Security convertible into or exchangeable for, a Covered Security
described in (a) or (b) of this paragraph.
14. A Covered Security is "being considered for purchase or sale"
when, among other things, a recommendation to purchase or sell a
security for a Fund has been made and communicated and, with
respect to the person making the recommendation, when such person
seriously considers making such a recommendation.
C. Statement of General Principles on Personal Investment Activities
1. No Violations of Rule 17j-1: It is the policy of the Trust that
no "Access Person" of the Trust or of a Fund shall engage in any
act, practice or course of conduct that would violate the
provisions of Rule 17j-1(b) or this Code.
2. Disclosure of Interested Transactions: No Access Person shall
recommend any transactions with respect to a Covered Security by
any Fund of the Trust without first disclosing his or her
interest, if any, in such Covered Securities or the issuer
thereof, including without limitation:
a. any direct or indirect Beneficial Ownership of any Covered
Securities of such issuer;
b. any contemplated transaction by such Access Person in such
Covered Securities;
c. any position with the issuer of the Covered Securities or
its affiliates; and
d. any present or proposed business relationship between the
issuer of the Covered Securities or its affiliates and such
Access Person or any entity in which such Access Person has
a significant interest.
3. Initial Public Offerings ("IPOs"): No Investment Personnel shall
acquire, directly or indirectly, any Beneficial Ownership in any
IPO with respect to any Covered Security without first obtaining
prior approval of the appropriate Review Officer for that
Investment Personnel, which Review Officer: (a) has been provided
by such Investment Personnel with full details of the proposed
transaction (including written certification that the investment
opportunity did not arise by virtue of the Investment Personnel's
activities on behalf of the Trust or any Fund); and (b) has
concluded, after consultation with other Investment Personnel of
the Trust or the relevant Fund (who have no personal interest in
the issuer involved in the private placement), that the Trust or
the relevant Fund has no foreseeable interest in purchasing such
Covered Security.
4. Limited Offerings: No Investment Personnel shall acquire,
directly or indirectly, Beneficial Ownership of any Covered
Security in a Limited Offering without first obtaining the prior
written approval of the Review Officer of the Adviser, which
Review Officer: (a) has been provided by such Investment
Personnel with full details of the proposed transaction
(including written certification that the investment opportunity
did not arise by virtue of the Investment Personnel's activities
on behalf of the Trust or any Fund); and (b) has concluded, after
consultation with other Investment Personnel of the Trust or the
relevant Fund (who have no personal interest in the issuer
involved in the private placement), that the Trust or the
relevant Fund has no foreseeable interest in purchasing such
Covered Security.
5. Exempt Transactions: The prohibited activities set forth in this
Section C. shall not apply to:
a. purchases or sales effected in any account over which such
person has no direct or indirect influence or control;
b. purchases or sales that are nonvolitional on the part of the
person or any Fund of the Trust;
c. purchases that are part of an automatic dividend
reinvestment plan;
d. purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuer,
and sales of such rights so acquired.
D. Procedures
1. Persons Required to Make Reports. In order to provide the Trust with
information to enable it to determine, with reasonable assurance,
whether the provisions of Rule 17j-1(b) and this Code are being
observed by its Access Persons:
a. Each Access Person shall submit reports to the relevant Review
Officer for that Access Person, in the appropriate form attached
hereto as Exhibits A-D, in order to provide information with
respect to all transactions in Covered Securities in which the
Access Person has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership, except for exempt
transactions listed under Section C.5 above. If the Access Person
is a trustee, director, officer, general partner or Advisory
Person of the Adviser, the reports required under this Code may
be submitted in the form required by the Adviser, provided the
report contains the information required herein.
b No Disinterested Trustee need make a report with respect to his
initial holdings, as required by Section D.3. below, or an annual
report, as required by Section D.4 below solely by reason of
being a Trustee of the Trust.
c. No Disinterested Trustee need make any quarterly transaction
reports with respect to any Covered Security, as required by
Section D.2. below, unless the Disinterested Trustee knew at the
time of the transaction, or in the ordinary course of fulfilling
his official duties as a Trustee, should have known, that during
the 15-day period immediately preceding or following the date of
the transaction (or such period prescribed by applicable law)
such Covered Security was purchased or sold, or was being
considered for purchase or sale, by any Fund.
d. No Access Person to the Adviser need make a quarterly transaction
report to the Adviser under this Code if all the information in
the report would duplicate information required to be recorded
under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Investment
Advisers Act of 1940.
e. No Access Person need make a quarterly transaction report under
this Code if the quarterly transaction report would duplicate
information contained in broker trade confirmations or account
statements received by the Trust, any Fund, or the Adviser with
respect to the Access Person in the time period required by this
Code, if all of the information required by this Code is
contained in the broker trade confirmations or account
statements, or in the records of the Trust, any Fund, or Adviser.
f. No person who is an Access Person by virtue of being a director,
officer or general partner of the Distributor need make any
report or certification required by this Section D if such Access
Person's report or certification would duplicate information
required to be reported under any Related Code adopted by the
Distributor (such exclusion from the reporting and certification
requirements of this Code, however, shall not relieve the
Distributor's Review Officer from this Code's requirement to make
certain reports to the Trust's Review Officer).
g. Any Access Person who is an officer, director or employee or
otherwise an affiliated person of the Adviser shall submit all
reports required by this Code to the Review Officer for that
Access Person.
2. Quarterly Transaction Reports:
a. Quarterly securities transaction reports shall be made by every
Access Person, other than those excepted in Section D.1. above,
no later than 10 days after the end of the calendar quarter in
which the securities transaction being reported was effected, and
shall contain the following information:
i. the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares, and
the principal amount of each Covered Security involved;
ii. the nature of the transaction (i.e., - - purchase, sale or
any other type of acquisition or disposition);
iii. the price of the Covered Security at which the transaction
was effected;
iv. the name of the broker, dealer, or bank with or through whom
the transaction was effected; and
v. the date that the report is submitted by the Access Person.
b. In lieu of providing such quarterly transaction reports, an
Access Person may arrange for duplicate confirmations and account
statements to be provided directly to the Review Officer for such
Access Person no later than 10 days after the end of each
calendar quarter.
c. Information for Each Account. With respect to any account
established by the Access Person in which securities were held
during the quarter for the direct or indirect benefit of the
Access Person, the following information is required to be
provided:
i. the name of the broker, dealer or bank with whom the Access
Person established the account;
ii. the date the account was established; and
iii. the date the report is submitted by the Access Person.
3. Initial Holdings Report. Unless otherwise excepted in Section D.1.
above, every Access Person must report to the relevant Review Officer
for that Access Person no later than 10 days after that person becomes
an Access Person, the following information:
a. the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership when the person became an Access Person;
b. the name of any broker, dealer or bank with whom the Access
Person maintained an account in which any Covered Securities were
held for the direct or indirect benefit of the Access Person as
of the date the person became an Access Person; and
c. the date that the report is submitted by the Access Person.
4. Annual Reports. Unless otherwise excepted under Section D.1. above,
every Access Person must annually report to the Trust, no later than
30 days after the end of each calendar year, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted):
a. the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect
Beneficial Ownership;
b. the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any Covered Securities are
held for the direct or indirect benefit of the Access Person; and
c. the date that the report is submitted by the Access Person.
5. Certification of Compliance. Each Access Person is required to
annually certify to the Review Officer of the Trust that the Access
Person has read and understands this Code and recognizes that he is
subject to this Code. Further, each Access Person is required to
annually certify that he has complied with all the requirements of the
Code and that he has disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the
requirements of the Code. Such certification shall be in the form
attached hereto as Exhibit E, which shall be delivered annually to the
Trust's Review Officer. This requirement applies to all Trustees,
including the Disinterested Trustees.
6. Disclaimer of Beneficial Ownership. Any report by an Access Person may
contain a statement that it shall not be construed as an admission by
the person making the report that he has any direct or indirect
Beneficial Ownership in the security to which the report relates.
7. Review by the Board of Trustees. At least quarterly, the Review
Officer shall prepare and provide a written report to the Board of
Trustees with respect to all issues that, under the Code, have
occurred since the last quarterly report to the Board, including, but
not limited to, information about material violations of the Code or
the procedures and sanctions imposed in response to those material
violations. In addition, at least annually, the Review Officer shall
certify to the Board that the Trust and the Adviser have adopted
procedures reasonably necessary to prevent Access Persons from
violating the Code. With respect to the Adviser, the certification by
the Trust's Review Officer may be based upon a certification provided
to the Trust's Review Officer by the Review Officer of the Adviser.
Upon discovery of a violation of this Code, the Board of Trustees may impose
such sanctions, as it deems appropriate.
At least annually, the Review Officer shall prepare and provide a written report
to the Board of Trustees:
a. All existing procedures concerning Access Persons' personal
investing activities and any procedural changes made during the
past year;
b. Any recommended changes to this Code or procedures; and
c. A summary of any violations that occurred during the past year
requiring significant remedial action.
8. Approval of Codes of Ethics of Any Investment Adviser. The Board of
Trustees, including a majority of the Disinterested Trustees, must
approve (a) the code of ethics of the Adviser and any new investment
adviser or sub-adviser to a Fund and (b) any material changes to those
codes. Prior to approving a code of ethics for the Adviser or any new
investment adviser or sub-adviser, or any material change thereto, the
Board must receive a certification from such entity that it has
adopted procedures reasonably necessary to prevent Access Persons from
violating its code of ethics. The Board must approve the code of
ethics of the Adviser and any new adviser before initially retaining
the services of such party. The Board must approve a material change
to a code of ethics no later than six (6) months after adoption of the
material change.
9. Notices by Review Officer. The Review Officer shall notify each Access
Person and Investment Personnel who may be required to preclear
transactions and/or make reports pursuant to the Code that such person
is subject to the Code and shall deliver a copy of this Code to each
such person. Any amendments to the Code shall be similarly furnished
to each such person.
E. Sanctions
1. Sanctions for Violations by Trustees, Executive Officers, and Other
Access Persons (Other than Disinterested Trustees). If the Review
Officer determines that a violation or apparent violation of this Code
has occurred, he shall so advise the Board of Trustees of the Trust,
and if a violation is determined to have occurred, such person may be
subject to sanctions, including, inter alia, a letter of censure or
suspension or termination of the employment of the violator. Any
financial profits realized by an Access Person or Advisory Person
through any prohibited personal trading activities described in this
Code may be required to be disgorged. All material violations of the
Code and any sanctions imposed as a result thereto shall be reported
at the next regularly scheduled meeting to the Board of Trustees.
2. Sanctions for Violations by Disinterested Trustees. If the Review
Officer determines that any Disinterested Trustee, has violated or
apparently violated this Code, he shall so advise the Chairman of the
Trust, the President of the Trust, and also the Disinterested Trustees
(other than the person whose transaction is at issue) and shall
provide such persons with the report, the record of pertinent actual
or contemplated portfolio transactions of any affected Fund and any
additional information supplied by such person. If a violation is
determined to have occurred, the Disinterested Trustees, at their
option, shall either impose such sanctions as they deem appropriate or
refer the matter to the full Board of Trustees of the Trust, which
shall impose such sanctions as it deems appropriate.
F. Miscellaneous
1. Records. The administrator of the Trust shall maintain records in the
manner and to the extent set forth below, which records may be
maintained on microfilm under the conditions described in Rule
31a-2(f) under the 1940 Act, and shall be available for examination by
representatives of the Securities and Exchange Commission:
a. a copy of this Code and any other code that is, or at any time
within the past five years has been, in effect shall be preserved
in an easily accessible place;
b. a record of any violation of this Code, and of any action taken
as a result of such violation, shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
c. a copy of each report made pursuant to this Code shall be
preserved for a period of not less than five years from the end
of the fiscal year in which it is made, the first two years in an
easily accessible place;
d. a list of all persons who are required, or within the past five
years have been required, to make reports pursuant to this Code
shall be maintained in an easily accessible place;
e. a copy of each report of the Board shall be preserved by the
Trust for at least five years after the end of the fiscal year in
which it is made, the first two years in an easily accessible
place; and
f. the Trust shall preserve a record of any decision, and the
reasons supporting the decision to approve the acquisition by any
Investment Personnel of shares in any IPO or Limited Offering for
at least five years after the end of the fiscal year in which the
approval is granted, the first two years in an easily accessible
place.
2. Confidentiality. All reports of securities transactions and any other
information filed pursuant to this Code shall be treated as
confidential, except that the same may be disclosed to the Board of
Trustees of the Trust, to any regulatory or selfregulatory authority
or agency upon its request, or as required by law or court or
administrative order.
3. Amendment; Interpretation of Provisions. The Board of Trustees of the
Trust may from time to time amend this Code or adopt such
interpretations of this Code, as it deems appropriate.
<PAGE>
EXHIBIT A
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CODE OF ETHICS
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
Securities Transaction Report
For the Calendar Quarter Ended: ------------------------------
(mo./day/yr.)
During the quarter referred to above, the following transactions were
effected in securities of which I had, or by reason of such transaction
acquired, direct or indirect Beneficial Ownership, and which are required to be
reported pursuant to the Hillman Capital Management Investment Trust's Code of
Ethics.
<TABLE>
<S> <C> <C> <C> <C> <C>
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No. of Broker-Dealer
Shares and Nature of or Bank
Price of the Date of the Amount of (Purchase, Through
Security Transaction Transaction the Security Sale,Other) Whom Effected
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</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transaction not
required to be reported because such securities are exclude form the definition
of "Covered Security" under the Code of Ethics of the Hillman Capital Management
Investment Trust, and (iii) is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature:_______________________________
<PAGE>
EXHIBIT B
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CODE OF ETHICS
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
Initial Holdings Report
As of the below date, I held the following position in these
securities in which I may be deemed to have a direct or indirect Beneficial
Ownership, and which are required to be reported pursuant to the Hillman Capital
Management Investment Trust's Code of Ethics:
<TABLE>
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------------
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
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</TABLE>
This report (i) excludes transactions with respect to which I had no
direct or indirect influence or control, (ii) excludes other transaction not
required to be reported because such securities are exclude form the definition
of "Covered Security" under the Code of Ethics of the Hillman Capital Management
Investment Trust, and (iii) is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT C
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CODE OF ETHICS
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
Account Establishment Report
For the Calendar Quarter Ended _________________
During the quarter referred to above, the following accounts were
established for securities in which I may be deemed to have a direct or indirect
Beneficial Ownership, and is required to be reported pursuant to the Hillman
Capital Management Investment Trust's Code of Ethics:
--------------------------------------------------------------------------------
Broker/Dealer or
Bank Where Date
Account Was Account Was
Established Established
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Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT D
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CODE OF ETHICS
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
Annual Holdings Report
As of December 31, ___, I held the following positions in securities in
which I may be deemed to have a direct or indirect Beneficial Ownership, and
which are required to be reported pursuant to Hillman Capital Management
Investment Trust's Code of Ethics:
<TABLE>
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
Broker/Dealer or
No. of Principal Bank Where
Security Shares Amount Account is Held
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</TABLE>
This report is not an admission that I have or had any direct or
indirect Beneficial Ownership in the securities listed above.
Date: ____________________________ Signature: _________________________
<PAGE>
EXHIBIT E
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CODE OF ETHICS
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
Annual Certificate Of Compliance
For the Calendar Year Ended _________________________
(mo./day/yr.)
As an Access Person as defined in Hillman Capital Management Investment
Trust's Code of Ethics adopted pursuant to Rule 17j-1 under the Investment
Company Act of 1940, as amended ("Code"), I hereby certify that I have read and
understand the Code, recognize that I am subject to the Code, and intend to
comply with the Code. I further certify that, during the calendar year specified
above, and since my last Certificate of Compliance under the Code, I have
complied with the requirements of the Code and have disclosed or reported all
personal securities transactions required to be disclosed or reported pursuant
to the requirements of the Code.
------------------------------
Signature
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Name (Please Print)
<PAGE>
HILLMAN CAPITAL MANAGEMENT INVESTMENT TRUST
ADOPTION OF PROCEDURES PURSUANT TO RULE 17j-1 OF
THE INVESTMENT COMPANY ACT OF 1940
Pursuant to Rule 17j-1(c) under the investment Company Act of 1940, as
amended, Hillman Capital Management, Inc. does hereby certify that it has
adopted procedures reasonably necessary to prevent "Access Persons" from
violating its Code of Ethics.
IN WITNESS WHEREOF, of the undersigned Compliance Officer has executed
this certificate as of _______________, 2000.
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[Name]
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[Title]
