| Item 6. Investments | | | | |
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| Neiman Large Cap Value Fund | | | | |
| | | | | Schedule of Investments |
| | | | September 30, 2024 (Unaudited) |
| Shares | | | | Fair Value | | % of Net Assets |
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| COMMON STOCKS | | | | |
| | | | | | | |
| Aircraft Engines & Engine Parts | | | | |
| 12,370 | | RTX Corporation | | $ 1,498,749 | | 4.21% |
| | | | | | | |
| Beverages | | | | | | |
| 13,700 | | The Coca-Cola Company | | 984,482 | | 2.76% |
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| Electronic Computers | | | | |
| 6,900 | | Apple Inc. | | 1,607,700 | | 4.52% |
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| Fire, Marine & Casualty Insurance | | | | |
| 1,300 | | Berkshire Hathaway Inc. Class B * | | 598,338 | | 1.68% |
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| Gas & Other Services Combined | | | | |
| 16,500 | | Sempra Energy | | 1,379,895 | | 3.88% |
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| Hospitals & Medical Service Plans | | | | |
| 1,600 | | UnitedHealth Group, Inc. | | 935,488 | | 2.63% |
| | | | | | | |
| Metal Mining | | | | | | |
| 8,336 | | Southern Copper Corporation | | 964,225 | | 2.71% |
| | | | | | | |
| Miscellaneous Industrial & Commercial Machinery & Equipment | | | |
| 4,200 | | Eaton Corporation PLC (Ireland) | | 1,392,048 | | 3.91% |
| | | | | | | |
| National Commercial Banks | | | | |
| 3,500 | | JPMorgan Chase & Co. | | 738,010 | | |
| 5,000 | | The PNC Financial Services Group, Inc. | | 924,250 | | |
| | | | | 1,662,260 | | 4.67% |
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| Petroleum Refining | | | | |
| 6,100 | | Chevron Corporation | | 898,347 | | |
| 11,100 | | Exxon Mobil Corp. | | 1,301,142 | | |
| 6,900 | | Phillips 66 | | 907,005 | | |
| 4,900 | | Valero Energy Corporation | | 661,647 | | |
| | | | | 3,768,141 | | 10.58% |
| | | | | | | |
| Pharmaceutical Preparations | | | | |
| 1,800 | | AbbVie Inc. | | 355,464 | | |
| 5,900 | | Johnson & Johnson | | 956,154 | | |
| 8,600 | | Merck & Co. | | 976,616 | | |
| | | | | 2,288,234 | | 6.43% |
| | | | | | | |
| Radio & TV Broadcasting & Communications Equipment | | | | |
| 5,300 | | QUALCOMM Incorporated | | 901,265 | | 2.53% |
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| Railroads, Line-Haul Operating | | | | |
| 3,400 | | Union Pacific Corporation | | 838,032 | | 2.35% |
| | | | | | | |
| Retail - Variety Stores | | | | |
| 2,100 | | Costco Wholesale Corp. | | 1,861,692 | | 5.23% |
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| Security & Commodity Brokers, Dealers, Exchanges & Services | | | |
| 4,000 | | CME Group Inc. | | 882,600 | | 2.48% |
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| Security Brokers, Dealers & Flotation Companies | | | | |
| 14,600 | | The Charles Schwab Corporation | | 946,226 | | 2.66% |
| | | | | | | |
| Semiconductors & Related Devices | | | | |
| 3,200 | | Analog Devices, Inc. | | 736,544 | | |
| 5,700 | | Broadcom Inc. | | 983,250 | | |
| 7,000 | | NVIDIA Corp. | | 850,080 | | |
| 3,800 | | Texas Instruments Incorporated | | 784,966 | | |
| | | | | 3,354,840 | | 9.41% |
| | | | | | | |
| Services - Business Services, NEC | | | | |
| 2,700 | | Accenture PLC Class A (Ireland) | | 954,396 | | 2.68% |
| | | | | | | |
| Services - Computer Processing & Data Preparation | | | | |
| 3,300 | | Automatic Data Processing, Inc. | | 913,209 | | |
| 3,500 | | Alphabet Inc. - Class A | | 580,475 | | |
| 1,400 | | Meta Platforms, Inc. - Class A | | 801,416 | | |
| | | | | 2,295,100 | | 6.44% |
| | | | | | | |
| Services - Prepackaged Software | | | | |
| 3,000 | | Microsoft Corporation | | 1,290,900 | | 3.63% |
| | | | | | | |
| Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics | | | |
| 5,100 | | Procter & Gamble Co. | | 883,320 | | 2.48% |
| | | | | | | |
| Special Industry Machinery, NEC | | | | |
| 1,500 | | Lam Research Corporation | | 1,224,120 | | 3.44% |
| | | | | | | |
| Tobacco Products | | | | |
| 10,400 | | Altria Group Inc. | | 530,816 | | |
| 6,700 | | Philip Morris International, Inc. | | 813,380 | | |
| | | | | 1,344,196 | | 3.77% |
| | | | | | | |
| Total for Common Stocks (Cost $20,549,939) | | 33,856,247 | | 95.08% |
| | | | | | | |
| REAL ESTATE INVESTMENT TRUSTS | | | | |
| 9,400 | | Lamar Advertising Company - Class A | | 1,255,840 | | 3.53% |
| Total for Real Estate Investment Trusts (Cost $736,397) | | | | |
| | | | | | | |
| MONEY MARKET FUNDS | | | | |
| 454,597 | | Goldman Sachs Financial Square Government Fund | | | |
| | | Class I 4.78% ** | | 454,597 | | 1.28% |
| Total for Money Market Funds (Cost $454,597) | | | | |
| | | | | | | |
| | | Total Investments | | 35,566,684 | | 99.89% |
| | | (Cost $21,740,933) | | | | |
| | | | | | | |
| | | Other Assets in Excess of Liabilities | | 40,296 | | 0.11% |
| | | | | | | |
| | | Net Assets | | $ 35,606,980 | | 100.00% |
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| * Non-Income Producing Security. | | | | |
| ** The rate shown represents the 7-day yield at September 30, 2024. | | | |
| The accompanying notes are an integral part of these financial statements. | | | |
| NOTES TO THE FINANCIAL STATEMENTS |
| Neiman Large Cap Value Fund |
| September 30, 2024 |
| (Unaudited) |
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| 1.) ORGANIZATION | | | | | | | | | |
Neiman Large Cap Value Fund (the “Fund”) is a diversified series of the Neiman Funds (the “Trust”), an open-end management investment company. The Trust was organized in Ohio as a business trust on January 3, 2003, and may offer shares of beneficial interest in a number of separate series; each series representing a distinct fund with its own investment objectives and policies. As of September 30, 2024, there are five series authorized by the Trust. Neiman Funds Management LLC is the adviser to the Fund (the “Adviser”). The Fund currently offers No-Load Class shares and Class A shares. The Fund (No-Load shares) commenced operations on April 1, 2003. Class A shares commenced operations on August 1, 2012. The classes differ principally in their respective distribution expenses (see Note 5) and arrangements as well as their respective sales charge structure. All classes of shares have identical rights to earnings, assets and voting privileges, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. No-Load shares of the Fund are offered at net asset value without an initial sales charge. Class A shares are subject to an initial maximum sales charge of 5.75% imposed at the time of purchase. The sales charge declines as the amount purchased increases, in accordance with the Fund’s prospectus. The Fund’s investment objective is to seek long-term capital appreciation.
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| 2.) SIGNIFICANT ACCOUNTING POLICIES | | | | | | | |
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services - Investment Companies. The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund follows the significant accounting policies described in this section.
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| SECURITY VALUATION | | | | | | | | | |
All investments in securities are recorded at their estimated fair value, as described in Note 3.
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| OPTION WRITING | | | | | | | | | |
When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the written option. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from written options. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain; or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or a loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. For additional information on option writing, see Note 9.
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| FEDERAL INCOME TAXES | | | | | | | | | |
The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no federal income tax provision is required. It is the Fund’s policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Code. This Internal Revenue Code requirement may cause an excess of distributions over the book year-end accumulated income. In addition, it is the Fund’s policy to distribute annually, after the end of the fiscal year, any remaining net investment income and net realized capital gains.
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The Fund recognizes the tax benefits of certain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years. The Fund identifies its major tax jurisdictions as U.S. Federal and State tax authorities; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the six month period ended September 30, 2024, the Fund did not incur any interest or penalties.
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| DISTRIBUTIONS TO SHAREHOLDERS | | | | | | | |
Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense, or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations, or net asset values per share of the Fund.
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| USE OF ESTIMATES | | | | | | | | | |
The financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
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| OTHER | | | | | | | | | |
The Fund records security transactions based on trade date. Dividend income is recognized on the ex-dividend date, and interest income, if any, is recognized on an accrual basis. The Fund uses the specific identification method in computing gain or loss on the sale of investment securities. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
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The Fund may invest in real estate investment trusts (“REITs”) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REITs’ taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs.
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| EXPENSES | | | | | | | | | |
Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated prora-ta to the funds in the Trust based on the total number of funds in the Trust at the time the expense was incurred or by another appropriate basis. Class specific expenses are borne by each specific class. Income, non-class specific expenses, and realized and unrealized gains/losses are allocated to the respective classes based on the basis of relative net assets.
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| 3.) SECURITIES VALUATIONS | | | | | | |
The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
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Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
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Level 2 - Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
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Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
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The availability of observable inputs can vary from security to security and is affected by a wide variety of factors; including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.
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The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
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| FAIR VALUE MEASUREMENTS | | | | | | | |
A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.
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Equity securities (common stocks, including REITs). Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Fund believes such prices accurately reflect the fair value of such securities. Securities that are traded on any stock exchange or on the NASDAQ over-the-counter market are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an equity security is generally valued by the pricing service at its last bid price. Generally, if the security is traded in an active market and is valued at the last sale price, the security is categorized as a level 1 security, and if an equity security is valued by the pricing service at its last bid price, it is generally categorized as a level 2 security. If market prices are not available or, in the opinion of Fund management including as informed by the Adviser's opinion, market prices do not reflect fair value, or if an event occurs after the close of trading (but prior to the time the NAV is calculated) that materially affects fair value, the Fund through the Adviser may value the Fund’s assets at their fair value according to policies approved by the Fund’s Board. Such securities are categorized in level 2 or level 3, when appropriate.
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Money market funds. Money market funds are valued at net asset value provided by the fund and are classified in level 1 of the fair value hierarchy.
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Short positions (including options written). Short positions that are traded on any exchange or on the NASDAQ over-the-counter market are valued at the last quoted sale price. To the extent these short positions are actively traded and valuation adjustments are not applied, they are classified in level 1 of the fair value hierarchy. Lacking a last sale price, a short position, including an option written, is valued at its last ask price except when, in the Adviser’s opinion, the last ask price does not accurately reflect the current value of the short position. When an ask price is used for valuation or when the security is not actively traded, those securities are generally categorized in level 2 of the fair value hierarchy.
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The following table summarizes the inputs used to value the Fund’s assets and liabilities measured at fair value as of September 30, 2024:
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| Valuation Input of Assets | | Level 1 | | Level 2 | | Level 3 | | Total | |
| Common Stocks | | $ 33,856,247 | | $ - | | $ - | | $ 33,856,247 | |
| Real Estate Investment Trusts | 1,255,840 | | - | | - | | 1,255,840 | |
| Money Market Funds | | 454,597 | | - | | - | | 454,597 | |
| Total | | $ 35,566,684 | | $ - | | $ - | | $ 35,566,684 | |
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Refer to the Fund’s Schedule of Investments for a listing of securities by industry. The Fund did not hold any Level 3 assets or liabilities during the six month period ended September 30, 2024.
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| 4.) INVESTMENT ADVISORY AGREEMENT | | | | | | | |
The Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement with Neiman Funds Management LLC. Under the terms of the Investment Advisory Agreement, the Adviser manages the investment portfolio of the Fund, subject to policies adopted by the Trust’s Board of Trustees. Under the Investment Advisory Agreement, the Adviser, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary office facilities, equipment and executive personnel necessary for managing the assets of the Fund. The Adviser also pays the salaries and fees of all of its officers and employees that serve as officers and trustees of the Trust.
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The Adviser earns an annual management fee of 1.00% of the Fund’s average daily net assets. For the six month period ended September 30, 2024, the Adviser earned management fees totaling $184,221 before the waiver of management fees and reimbursement of expenses described below. The Adviser has contractually agreed to waive management fees and reimburse expenses, without recoupment, to the extent necessary to maintain total annual operating expenses of the Fund (excluding brokerage fees and commissions, interest and other borrowing expenses, taxes, indirect expenses (such as expenses of other investment companies in which the Fund invests) and extraordinary expenses) at 1.45% of its average daily net assets for No-Load Class shares and at 1.45% of its average daily net assets for Class A shares through July 31, 2025. The fee waiver will automatically terminate on July 31, 2025, unless it is renewed by the Adviser. The Adviser may not terminate the fee waiver or expense reimbursement before July 31, 2025.
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For the six month period ended September 30, 2024, the Adviser waived fees and/or reimbursed expenses in the amounts of $9,651 and $1,800 with no recapture provision for No Load and Class A, respectively. The Fund owed the Adviser $26,279 at September 30, 2024. Certain officers and directors of the Adviser are also officers and/or Trustees of the Trust.
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| 5.) DISTRIBUTION AND SHAREHOLDER SERVICING PLAN | | | | | |
The Trust, with respect to the Fund, has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”) that allows the Fund to pay distribution and other fees (“12b-1 fees”) for the sale and distribution of the Fund’s Class A shares and for services provided to shareholders by Arbor Court Capital LLC (the “Distributor”) or the Adviser. The Plan permits the Fund to pay the Distributor and the Adviser 12b-1 fees as compensation for their services and expenses in connection with the distribution of Fund shares. The Distributor must approve all payments made under the Plan and may pay any or all amounts received under the Plan to other persons, including the Adviser, for distribution, promotional or shareholder support services. Up to 0.25% of the 12b-1 fee may be used as a shareholder servicing fee. The Class A shares pay an annual 12b-1 fee equal to 0.25% of its average daily net assets. During the six month period ended September 30, 2024, there was $1,477 of 12b-1 fees incurred by Class A shares. As of September 30, 2024, the Fund had an accrued liability of $538 which represents 12b-1 fees accrued and available for payment for qualified expenses under the Plan.
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| 6.) RELATED PARTY TRANSACTIONS | | | | | | | |
During the six month period ended September 30, 2024, certain owners of the Adviser earned financial benefits from the sale of Fund shares through Peak Brokerage Services, LLC (“Peak”), a FINRA registered broker/dealer. During the six month period ended September 30, 2024, Peak earned $955 from the sale of the Fund’s Class A shares, a portion of which was paid to owners of the Adviser. Additionally, during the period ended September 30, 2024, Peak earned $877 associated with trailing commissions of the Fund’s Class A, which are paid from available class specific accrued 12b-1 fees. A portion of these fees were paid to owners of the Adviser.
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Also, Daniel Neiman, in his role as Chief Compliance Officer of the Fund, received $2,006 for his services during the six month period ended September 30, 2024. Mr. Neiman is a control person of the Adviser and President of the Trust. The Fund owed the Chief Compliance Officer $1,017 at September 30, 2024.
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| 7.) PURCHASES AND SALES OF SECURITIES | | | | | | |
For the six month period ended September 30, 2024, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $2,902,675 and $4,734,838, respectively. Purchases and sales of U.S. Government obligations aggregated $0 and $0, respectively.
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| 8.) CONTROL OWNERSHIP | | | | | | | | | |
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940 Act. As of September 30, 2024, National Financial Services LLC located at 200 Liberty Street, New York, New York, for the benefit of its customers, owned, in the aggregate, 76.41% of the Fund between the No Load Class and Class A, and therefore may be deemed to control the Fund.
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| 9.) WRITTEN OPTIONS | | | | | | | | | |
As of September 30, 2024, portfolio securities valued at $0 were held by the Fund as collateral for options written by the Fund.
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For the six month period ended September 30, 2024, the total amount of options written, as presented in the table below, is representative of the volume of activity for these derivative types during the period:
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| | | | | | | Number of Contracts | | Premiums Received | |
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| Options Outstanding at March 31, 2024 | | | | 132 | | $43,398 | |
| Options Written | | | | | | 0 | | $0 | |
| Options Terminated in Closing Purchase Transactions | | (132) | | ($43,398) | |
| Options Expired | | | | | | 0 | | $0 | |
| Options Outstanding at September 30, 2024 | | | | 0 | | $0 | |
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The location on the Statement of Assets and Liabilities of the Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:
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| | | Liability | | | | | | | |
| Covered Call | | Derivatives | | | | | | | |
| Options Written | | $0 | | | | | | | |
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Realized and unrealized gains and losses on derivatives contracts entered into during the six month period ended September 30, 2024, by the Fund are recorded in the following locations in the Statement of Operations:
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| | | | | Realized | | | | Unrealized | |
| | | Location | | Gain (Loss) | | Location | | Gain (Loss) | |
| Covered | | Net Realized Gain | | | | Net Change in Unrealized | | | |
| Call Options | | (Loss) on Options | | ($71,455) | | Appreciation (Depreciation) | | $106,005 | |
| Written | | Written | | | | on Options Written | | | |
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The Fund’s use of options written exposes it to equity risk. In addition, the selling of covered call options may be used by the Fund to reduce volatility of the Fund because the premiums received from selling the options will reduce any losses on the underlying securities, but only by the amount of the premiums. However, selling the options may also limit the Fund’s gain on the underlying securities. Call options written expose the Fund to minimal counterparty risk since they are exchange-traded and the exchange’s clearing house guarantees the options against default.
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During the six month period ended September 30, 2024, the Fund was not subject to any master netting arrangements.
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| 10.) TAX MATTERS | | | | | | | | | |
For Federal income tax purposes, the cost of investments owned at September 30, 2024, was $21,740,933.
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At September 30, 2024, the composition of gross unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) of investments (including open positions in options written) on a tax basis was as follows:
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| Appreciation | Depreciation | Net Appreciation (Depreciation) | | | |
| $13,872,740 | ($57,525) | $13,815,215 | | | |
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The tax character of distributions for the No-Load Class was as follows:
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| Six Months Ended | | Year Ended | | | | |
| | | Sept. 30, 2024 | | March 31, 2024 | | | | |
| Ordinary Income: | | $ 186,251 | | $ 435,068 | | | | |
| Long-term Capital Gain: | | - | | - | | | | |
| | | $ 186,251 | | $ 435,068 | | | | |
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The tax character of distributions for the Class A was as follows:
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| Six Months Ended | | Year Ended | | | | |
| | | Sept. 30, 2024 | | March 31, 2024 | | | | |
| Ordinary Income: | | $ 6,054 | | $ 16,594 | | | | |
| Long-term Capital Gain: | | - | | - | | | | |
| | | $ 6,054 | | $ 16,594 | | | | |
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| 11.) CONCENTRATION OF SECTOR RISK | | | | | | | |
If a Fund has significant investments in the securities of issuers in industries within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss of an investment in the Fund and increase the volatility of the Fund's NAV per share. From time to time, circumstances may affect a particular sector and the companies within such sector. For instance, economic or market factors, regulation or deregulation, and technological or other developments may negatively impact all companies in a particular sector and therefore the value of a Fund's portfolio will be adversely affected. As of September 30, 2024, the Fund had 32.66% of the value of its net assets invested in stocks within the Information Technology sector.
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| 12.) SUBSEQUENT EVENTS | | | | | | | | | |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment to or disclosure in the financial statements.
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