Hillman Capital Management Inc

Item 5 – Fees and Compensation

Advisory Contracts and Fees

5. A. Adviser Compensation

HCM’s fees are described generally below and detailed in each client’s advisory agreement
or applicable account documents as well as, with respect to the Mutual Fund, in the Trust’s
Registration Statement. Fees for services may be negotiated with each client on an individual
basis or with intermediaries, with respect to clients who obtain HCM’s services through the
intermediary, on a group basis. HCM may waive or reduce the fees charged to a particular
client including proprietary accounts and accounts of employees, principals, shareholders or
affiliates. Some clients may pay fees in arrears while others pay in advance on a quarterly
basis. Thus, some clients may pay more or less than others for the same or similar services
depending, for example, on account inception dates, number or value of related accounts,
total assets under management by HCM, fee negotiation, fee waiver or the manner in which
HCM’s services are obtained (i.e., directly or through a sub-advisory or dual contract
arrangement).

Fee Schedules

Separate Accounts
HCM's basic annual fee schedule for separate account clients is as follows:
1.00% on the first $5,000,000 under management
0.85% on the next $15,000,000 under management
0.75% on the next $50,000,000 under management
0.50% on all assets under management in excess of $70,000,000

Mutual Fund
The Mutual Fund pays HCM advisory fees monthly at an annual rate of 0.70% of the Mutual
Fund’s net assets, computed and accrued daily. As noted above, HCM clients may receive, at
no additional charge, advice from HCM with respect to the allocation of their assets among
the Mutual Fund. Although there is no separate or additional charge for this service, as
discussed further in Item 5.C, below, HCM clients who invest in the Mutual Fund bear their

proportionate share of the Mutual Fund’s fees and expenses, including their pro rata share
of HCM’s advisory fees.

Sub-Advisory and Dual Contract Accounts
Fee schedules for clients participating in sub-advisory or dual contract programs may be
separately negotiated with the relevant client or intermediary. Such fee schedules are often,
but not necessarily, based on the basic annual fee schedule for separate account clients,
detailed above. For instance, the basic (initial) rate may be lower than that applied to
separate account client accounts and one or more breakpoints may not apply. As a result,
while the per annum rate will not exceed that offered to separate account clients on the initial
$5 million in assets under management, lack of or differing breakpoints may result in sub-
advisory or dual contract clients paying more than a separate account client with respect to
accounts in excess of $5 million.

Wrap Fee Program Accounts
HCM serves as a portfolio manager to wrap fee programs and is compensated by the sponsor,
from the total program (i.e., “wrap”) fee paid by program clients, in accordance with the
agreement with the wrap sponsor.

HCM’s fees for advice to clients in a wrap fee program may be less than for direct
management of such an account outside the of wrap fee program. However, wrap fee clients
should be aware that, as discussed above, their total fees and expenses may exceed those
which may be available if the services were acquired separately.

Each wrap fee program sponsor generally charges clients quarterly in advance some form of
comprehensive fee based upon a percentage of the value of the client’s assets under
management in the program. This comprehensive fee may include execution, consulting,
custodial and other services performed or arranged by the program sponsor and an amount
sufficient to cover the investment advisory services of discretionary managers (such as
HCM). In some wrap fee programs, the discretionary manager’s fee is paid directly by the
wrap fee client pursuant to a separate contract executed between the manager and the wrap
fee client. In other wrap fee programs, the manager’s fee is paid directly by the program
sponsor. HCM may participate in both types of wrap fee programs and may be paid its
investment management fee out of the wrap fee collected by the sponsor or directly by the
wrap fee client.

Wrap fee clients may also be subject to additional fees and expenses (e.g., commissions on
transactions executed away from the sponsor or the sponsor’s designated broker-dealer,
expenses associated with money market funds used as a cash sweep investment vehicle,
dealer mark-ups or mark-downs on principal transactions and certain costs or charges
imposed by third parties including odd-lot differentials, exchange fees and transfer taxes
mandated by law).

5. B. Direct Billing of Advisory Fees

Direct clients may request that fees owed to HCM be deducted directly (and generally,
quarterly) from the client’s custodial account. In instances where a client has authorized
direct billing, HCM takes steps to assure itself that the client’s qualified custodian sends
periodic account statements, no less frequently than quarterly, showing all transactions in
the account, including fees paid to HCM, directly to such clients. HCM will also allow clients
to pay management fees directly. In this arrangement, HCM sends an invoice to the client
and the client sends payment directly to HCM.

5. C. Other Non-Advisory Fees

Un-invested cash balances (including those of the Mutual Fund) are sometimes swept into
money market funds which may be sponsored by the client’s custodian or broker-dealer.
When money market funds are used for cash management purposes, the client, in effect, pays
two advisory fees with respect to the amount of assets so invested (i.e., the money market
fund’s fees and expenses and that portion of the HCM management fee attributable to such
assets).

HCM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs
...

Item 7 – Types of Clients

HCM provides portfolio management services to individuals, high net worth individuals,
corporate pension and profit-sharing plans, charitable institutions, foundations,
endowments and investment companies.

Separately Managed Accounts
The minimum amount required to establish and maintain an account in the Advantage Value
Equity and Focused Advantage Value Equity strategies is $2,000,000. For the Balanced
Conservative style, the minimum amount is $5,000,000. HCM reserves the right to reduce
the minimum requirement for certain accounts under certain circumstances. Although HCM
generally insists on a minimum account size of $100,000 for wrap fee accounts, the minimum
investment required to engage HCM as a discretionary manager in a wrap fee program may
vary from sponsor to sponsor and is described in each program’s Wrap Brochure. HCM may
or may not have discretion to waive any sponsor-imposed minimums.

Sub-Advisory and Dual Contract Clients
Clients who obtain HCM’s services on a sub-advisory or dual contract basis, through an
intermediary, generally must complete account documentation with both HCM and the
intermediary. The terms and conditions of these arrangements may vary and contact
between HCM and such clients will typically take place through the relevant intermediary.
(By contrast, and as discussed below, clients who obtain HCM’s services through a wrap fee
program, generally contract only with the program sponsor who, in turn, enters into an
agreement with HCM to obtain the relevant advisory services.) Although HCM generally
insists on a minimum account size of $100,000 for these types of accounts, HCM may decide
to waive or reduce the minimum at their discretion. Clients who obtain HCM’s services on a

sub-advisory or dual contract basis will retain individual ownership of the funds and
securities held in their accounts as well as the right to impose reasonable restrictions upon
HCM’s management of the account. HCM’s dual contract and sub-advisory relationships are
also typically terminable upon written notice to HCM.

Current dual contract relationships include:

       Raymond James OSM Platform
       Morgan Stanley Investment Management Service (IMS) Platform
       UBS Managed Accounts Consulting (MAC) Platform
       Wells Fargo Private Advisor Network
       Schwab Managed Account Access

Mutual Fund
In advising the Mutual Fund, HCM is subject to the supervision and direction of the Mutual
Fund’s Board of Trustees. The advisory contracts between HCM and the Mutual Fund can be
terminated without penalty by the Board of Trustees, or HCM, upon 60 days’ notice to the
other party, and will terminate automatically upon their “assignment” as that term is defined
in the 1940 Act. The minimum initial investment is $5,000 and the minimum subsequent
investment is $500 ($100 under an automatic investment plan). The minimum may be
waived or reduced in some cases.