Item 6. Investments | | | | |
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Advisors Capital Total Return - Equity Fund |
| | | | Schedule of Investments |
| | | September 30, 2024 |
Shares | | | | Fair Value | % of Net Assets |
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COMMON STOCKS | | | | |
| | | | | | |
Aircraft Engines & Engine Parts | | | | |
20,300 | | Honeywell International Inc. | | $ 4,196,213 | | 1.92% |
| | | | | | |
Auto Controls for Regulating Residential & Commercial Environments | | |
9,200 | | Trane Technologies PLC (Ireland) | | 3,576,316 | | 1.63% |
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Ball & Roller Bearings | | | | |
24,400 | | The Timken Company | | 2,056,676 | | 0.94% |
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Beverages | | | | | | |
20,400 | | PepsiCo, Inc. | | 3,469,020 | | 1.58% |
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Biotechnology | | | | |
9,400 | | Amgen Inc. | | 3,028,774 | | 1.38% |
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Electric Services | | | | |
51,900 | | NextEra Energy, Inc. | | 4,387,107 | | |
25,300 | | The Southern Company | | 2,281,554 | | |
| | | | 6,668,661 | | 3.04% |
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Electromedical & Electrotherapeutic Apparatus | | | | |
24,300 | | Medtronic PLC (Ireland) | | 2,187,729 | | 1.00% |
| | | | | | |
Electronic Computers | | | | |
39,500 | | Apple Inc. | | 9,203,500 | | 4.20% |
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Entertainment | | | | |
210,000 | | Universal Music Group N.V. ADR | | 2,711,100 | | 1.24% |
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Farm Machinery & Equipment | | | | |
9,100 | | Deere & Company | | 3,797,703 | | 1.73% |
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Fire, Marine & Casualty Insurance | | | | |
8,900 | | Berkshire Hathaway, Inc. Class B * | | 4,096,314 | | 1.87% |
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Guided Missiles & Space Vehicles & Parts | | | | |
8,900 | | Lockheed Martin Corporation | | 5,202,584 | | 2.37% |
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Hospital & Medical Service Plans | | | | |
7,800 | | UnitedHealth Group Incorporated | | 4,560,504 | | 2.08% |
| | | | | | |
Insurance Agents, Brokers & Service | | | | |
10,300 | | Aon PLC - Class A (Ireland) | | 3,563,697 | | 1.63% |
| | | | | | |
Investment Advice | | | | |
28,100 | | Blackstone Inc. | | 4,302,953 | | 1.96% |
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Measuring & Controlling Devices, NEC | | | | |
8,600 | | Thermo Fisher Scientific Inc. | | 5,319,702 | | 2.43% |
| | | | | | |
Miscellaneous Industrial & Commercial Machinery & Equipment | | | |
13,600 | | Eaton Corporation PLC (Ireland) | | 4,507,584 | | 2.06% |
| | | | | | |
National Commercial Banks | | | | |
24,500 | | JPMorgan Chase & Co. | | 5,166,070 | | |
78,100 | | Truist Financial Corporation | | 3,340,337 | | |
62,500 | | Wells Fargo & Company | | 3,530,625 | | |
| | | | 12,037,032 | | 5.49% |
| | | | | | |
Natural Gas Transmission | | | | |
101,500 | | The Williams Companies, Inc. | | 4,633,475 | | 2.11% |
| | | | | | |
Petroleum Refining | | | | |
32,300 | | Chevron Corporation | | 4,756,821 | | 2.17% |
| | | | | | |
Pharmaceutical Preparations | | | | |
31,800 | | Abbott Laboratories | | 3,625,518 | | |
25,700 | | Johnson & Johnson | | 4,164,942 | | |
69,500 | | Pfizer, Inc. | | 2,011,330 | | |
20,100 | | Zoetis Inc. - Class A | | 3,927,138 | | |
| | | | 13,728,928 | | 6.27% |
| | | | | | |
Radio & TV Broadcasting & Communications Equipment | | | |
24,000 | | QUALCOMM Incorporated | | 4,081,200 | | 1.86% |
| | | | | | |
Radiotelephone Communications | | | | |
16,300 | | T-Mobile US, Inc. | | 3,363,668 | | 1.54% |
| | | | | | |
Retail - Family Clothing Stores | | | | |
22,400 | | Ross Stores, Inc. | | 3,371,424 | | 1.54% |
| | | | | | |
Retail - Lumber & Other Building Materials Dealers | | | | |
11,400 | | The Home Depot, Inc. | | 4,619,280 | | 2.11% |
| | | | | | |
Retail - Retail Stores, NEC | | | | |
5,600 | | Ulta Beauty, Inc. * | | 2,179,072 | | 0.99% |
| | | | | | |
Retail - Variety Stores | | | | |
4,500 | | Costco Wholesale Corp. | | 3,989,340 | | 1.82% |
| | | | | | |
Security & Commodity Brokers, Dealers, Exchanges & Services | | | |
14,400 | | CME Group Inc. | | 3,177,360 | | 1.45% |
| | | | | | |
Security Brokers, Dealers & Flotation Companies | | | | |
4,700 | | BlackRock, Inc. | | 4,462,697 | | 2.04% |
| | | | | | |
Semiconductors & Related Devices | | | | |
50,000 | | Broadcom Inc. | | 8,625,000 | | |
20,000 | | NVIDIA Corp. | | 2,428,800 | | |
15,600 | | Texas Instruments Incorporated | | 3,222,492 | | |
| | | | 14,276,292 | | 6.52% |
| | | | | | |
Services - Business Services, NEC | | | | |
18,200 | | Accenture PLC - Class A (Ireland) | | 6,433,336 | | |
9,900 | | MasterCard Incorporated - Class A | | 4,888,620 | | |
| | | | 11,321,956 | | 5.17% |
| | | | | | |
Services - Computer Programming, Data Processing, Etc. | | | |
53,500 | | Alphabet, Inc. - Class A | | 8,872,975 | | 4.05% |
| | | | | | |
Services - Miscellaneous Amusement & Recreation | | | | |
27,000 | | The Walt Disney Company | | 2,597,130 | | 1.19% |
| | | | | | |
Services - Prepackaged Software | | | | |
6,600 | | Adobe, Inc. * | | 3,417,348 | | |
28,800 | | Microsoft Corporation | | 12,392,640 | | |
29,400 | | Oracle Corporation | | 5,009,760 | | |
| | | | 20,819,748 | | 9.50% |
| | | | | | |
Surgical & Medical Instruments & Apparatus | | | | |
9,100 | | Stryker Corporation | | 3,287,466 | | 1.50% |
| | | | | | |
Wholesale - Drugs, Proprietaries & Druggists' Sundries | | | | |
6,300 | | McKesson Corporation | | 3,114,846 | | 1.42% |
| | | | | | |
Wholesale - Electronic Parts & Equipment, NEC | | | | |
27,000 | | TE Connectivity Ltd. (Switzerland) | | 4,076,730 | | 1.86% |
| | | | | | |
Wholesale - Miscellaneous Durable Goods | | | | |
5,700 | | Pool Corporation | | 2,147,760 | | 0.98% |
| | | | | | |
Total for Common Stocks (Cost - $162,205,507) | | 207,364,230 | | 94.64% |
| | | | | | |
EXCHANGE TRADED FUNDS | | | | |
Fixed Income | | | | |
64,700 | | iShares 0-3 Month Treasury Bond ETF | | 6,516,584 | | 2.97% |
Total for Exchange Traded Funds (Cost - $6,507,571) | | | | |
REAL ESTATE INVESTMENT TRUSTS | | | | |
32,200 | | Prologis, Inc. | | 4,066,216 | | 1.86% |
Total for Real Estate Investment Trusts (Cost $3,890,712) | | | | |
| | | | | | |
MONEY MARKET FUNDS | | | | |
1,398,260 | | Goldman Sachs Financial Square Government Fund | 1,398,260 | | 0.64% |
| | Class I 4.78% ** | | | | |
Total for Money Market Funds (Cost $1,398,260) | | | | |
| | | | | | |
| | Total Investments (Cost - $174,002,050) | | 219,345,290 | | 100.11% |
| | | | | | |
| | Liabilities in Excess of Other Assets | | (246,520) | | -0.11% |
| | | | | | |
| | Net Assets | | $ 219,098,770 | | 100.00% |
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* Non-Income Producing Securities. | | | | |
** The rate shown represents the 7-day yield at September 30, 2024. | | | |
ADR - American Depositary Receipt. | | | | |
The accompanying notes are an integral part of these financial statements. | | |
Advisors Capital Small/Mid Cap Fund |
| | | | Schedule of Investments |
| | | September 30, 2024 |
Shares | | | | Fair Value | | % of Net Assets |
| | | | | | |
COMMON STOCKS | | | | |
| | | | | | |
Abrasive, Asbestos & Miscellaneous Nonmetallic Mineral Products | | | |
19,100 | | Owens Corning | | $ 3,371,532 | | 4.72% |
| | | | | | |
Ball & Roller Bearings | | | | |
13,200 | | RBC Bearings Incorporated * | | 3,951,816 | | |
24,500 | | The Timken Company | | 2,065,105 | | |
| | | | 6,016,921 | | 8.41% |
| | | | | | |
Glass Containers | | | | |
93,400 | | Stevanato Group S.p.A. (Italy) | | 1,868,000 | | 2.61% |
| | | | | | |
Industrial & Commercial Fans & Blowers & Air Purifying Equipment | | | |
16,800 | | Donaldson Company, Inc. | | 1,238,160 | | 1.73% |
| | | | | | |
Investment Advice | | | | |
8,600 | | Evercore Inc. - Class A | | 2,178,724 | | |
34,300 | | PJT Partners Inc. - Class A | | 4,573,562 | | |
| | | | 6,752,286 | | 9.44% |
| | | | | | |
Laboratory Analytical Instruments | | | | |
110,800 | | Avantor, Inc. * | | 2,866,396 | | 4.01% |
| | | | | | |
Miscellaneous Food Preparations & Kindred Products | | | | |
74,200 | | Utz Brands, Inc. - Class A | | 1,313,340 | | 1.84% |
| | | | | | |
Motorcycles, Bicycles & Parts | | | | |
23,900 | | Fox Factory Holding Corp. * | | 991,850 | | 1.39% |
| | | | | | |
National Commercial Banks | | | | |
15,300 | | Pinnacle Financial Partners, Inc. | | 1,498,941 | | 2.10% |
| | | | | | |
Real Estate Agents & Managers (For Others) | | | | |
13,000 | | FirstService Corporation (Canada) | | 2,371,980 | | |
10,500 | | Jones Lang LaSalle Incorporated * | | 2,833,005 | | |
| | | | 5,204,985 | | 7.28% |
| | | | | | |
Retail - Auto Dealers & Gasoline Stations | | | | |
8,200 | | Casey's General Stores, Inc. | | 3,080,822 | | 4.31% |
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Security Brokers, Dealers & Flotation Companies | | | | |
66,600 | | Virtu Financial, Inc. - Class A | | 2,028,636 | | 2.84% |
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Services - Computer Processing & Data Preparation | | | | |
55,000 | | QXO, Inc. | | 867,350 | | 1.21% |
| | | | | | |
Services - Detective, Guard & Armored Car Services | | | | |
10,500 | | Allegion PLC (Ireland) | | 1,530,270 | | 2.14% |
| | | | | | |
Services - Management Consulting Services | | | | |
7,600 | | FTI Consulting, Inc. * | | 1,729,456 | | 2.42% |
| | | | | | |
Services - Medical Laboratories | | | | |
69,000 | | Castle Biosciences, Inc. * | | 1,967,880 | | 2.75% |
| | | | | | |
Services - Miscellaneous Amusement & Recreation | | | | |
5,700 | | Madison Square Garden Sports Corp. - Class A * | 1,187,082 | | 1.66% |
| | | | | | |
Services - Prepackaged Software | | | | |
6,900 | | AppFolio, Inc. - Class A * | | 1,624,260 | | |
38,900 | | Bentley Systems, Incorporated - Class B | | 1,976,509 | | |
19,300 | | Guidewire Software, Inc. * | | 3,530,742 | | |
33,300 | | nCino, Inc. * | | 1,051,947 | | |
33,800 | | Procore Technologies, Inc. * | | 2,086,136 | | |
| | | | 10,269,594 | | 14.36% |
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State Commercial Banks | | | | |
70,500 | | Coastal Financial Corporation * | | 3,806,295 | | 5.32% |
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Surgical & Medical Instruments & Apparatus | | | | |
48,400 | | AtriCure, Inc. * | | 1,357,136 | | |
17,000 | | Solventum Corp. * | | 1,185,240 | | |
| | | | 2,542,376 | | 3.56% |
| | | | | | |
Television Broadcasting Stations | | | | |
37,600 | | Atlanta Braves Holdings, Inc. - Series C * | | 1,496,480 | | 2.09% |
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Title Insurance | | | | |
24,400 | | First American Financial Corporation | | 1,610,644 | | 2.25% |
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Transportation Services | | | | |
26,300 | | GXO Logistics, Inc. * | | 1,369,441 | | 1.92% |
| | | | | | |
Wholesale - Hardware & Plumbing & Heating Equipment & Supplies | | | |
6,400 | | Watsco, Inc. | | 3,148,032 | | 4.40% |
| | | | | | |
Wholesale - Miscellaneous Durable Goods | | | | |
8,300 | | Pool Corporation | | 3,127,440 | | 4.37% |
| | | | | | |
Total for Common Stocks (Cost - $55,059,395) | | 70,884,209 | | 99.13% |
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MONEY MARKET FUNDS | | | | |
737,625 | | Goldman Sachs Financial Square Government Fund | 737,625 | | 1.03% |
| | Class I 4.78% ** | | | | |
Total for Money Market Funds (Cost $737,625) | | | | |
| | | | | | |
| | Total Investments (Cost - $55,797,020) | | 71,621,834 | | 100.16% |
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| | Liabilities in Excess of Other Assets | | (113,600) | | -0.16% |
| | | | | | |
| | Net Assets | | $ 71,508,234 | | 100.00% |
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* Non-Income Producing Securities. | | | | |
** 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 | |
ADVISORS CAPITAL FUNDS | |
SEPTEMBER 30, 2024 | |
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1.) ORGANIZATION | | | | | | | | | |
The Advisors Capital Funds (each a “Fund” and collectively the “Funds”) are series of Neiman Funds (the “Trust”). The Trust is an open-end investment company established under the laws of Ohio by an Agreement and Declaration of Trust dated January 3, 2003, that offers shares of beneficial interest in a number of separate series, each series representing a distinct fund with its own investment objectives and policies. Advisors Capital Total Return - Equity Fund (“Total Return - Equity Fund”), Advisors Capital Small/Mid Cap Fund (“Small/Mid Cap Fund”), and Advisors Capital Tactical Fixed Income Fund (“Tactical Fixed Income Fund”) were each organized as diversified series of the Trust, on February 1, 2021, and commenced operations on March 19, 2021. Prior to January 30, 2024, the Advisors Capital Total Return - Equity Fund was known as the Advisors Capital US Dividend Fund. The Advisors Capital Active All Cap Fund (“Active All Cap Fund”) was organized as a diversified series of the Trust, on November 9, 2022, commenced operations on November 9, 2022, and investment operations commenced on December 1, 2022. The investment advisor to the Funds is AC Funds, LLC (the “Advisor”). The sub-advisor to the Funds is Advisors Capital Management, LLC (the “Sub-Advisor”). The investment objective of Total Return - Equity Fund, Small/Mid Cap Fund, and Active All Cap Fund is to seek long-term capital appreciation. The investment objective of Tactical Fixed Income Fund is total return with capital preservation as a secondary objective. |
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2.) SIGNIFICANT ACCOUNTING POLICIES | | | | | | | |
The Funds are investment companies and accordingly follow 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 Funds follow 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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FEDERAL INCOME TAXES | | | | | | | | | |
The Funds’ 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 their taxable income to shareholders. Therefore, no federal income tax provision is required. It is the Funds’ 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 Funds’ 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 Funds recognize 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 Funds’ 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 Funds identify their major tax jurisdictions as U.S. Federal and State tax authorities; however the Funds are 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 Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statements of Operations. During the Fiscal Year Ended September 30, 2024, the Funds 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 Funds may utilize earnings and profits distributed to shareholders on redemptions of shares as part of the dividends paid deduction. 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 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 reclassification will have no effect on net assets, results of operations or net asset values per share of any 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 Funds record 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 Funds use the specific identification method in computing gain or loss on the sale of investment securities. Long-term capital gain distributions received are recorded as capital gain distributions from investment companies, and short-term capital gain distributions received are recorded as dividend income. The Funds 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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FUND OF FUND STRUCTURE | | | | | | | | | |
Tactical Fixed Income Fund and Active All-Cap Fund invest in portfolios of exchange traded funds ("ETFs"). The shares of many ETFs frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any ETFs purchased by the Funds will not change. For further information on how each Fund values the ETFs, see Note 3. |
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EXPENSES | | | | | | | | | |
Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual Fund based on each Fund’s relative net assets or by another appropriate method.
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3.) SECURITIES VALUATIONS | | | | | | | | | |
The Funds utilize various methods to measure the fair value of their 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 Funds have 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 Funds’ 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 Funds’ major categories of assets measured at fair value on a recurring basis follows.
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Equity securities (common stocks, including ADRs, ETFs and 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 a Fund believes such prices accurately reflect the fair value of such securities. Securities that are traded on an exchange or on the NASDAQ over-the-counter market are generally valued at the last quoted sale price. Lacking a last sale price an equity security is generally valued at the 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, 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 of Trustees (the “Trustees” or the “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 NAV provided by the funds and are classified in level 1 of the fair value hierarchy.
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The following tables summarize the inputs used to value each Fund’s assets measured at fair value as of September 30, 2024:
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Total Return - Equity Fund: | | | | | | | | | |
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks | | $ 207,364,230 | | $ - | | $ - | | $ 207,364,230 |
Exchange Traded Funds | | 6,516,584 | | - | | - | | 6,516,584 |
Real Estate Investment Trusts | | 4,066,216 | | - | | - | | 4,066,216 |
Money Market Funds | | 1,398,260 | | - | | - | | 1,398,260 |
Total | | $ 219,345,290 | | $ - | | $ - | | $ 219,345,290 |
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Small/Mid Cap Fund: | | | | | | | | | |
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks | | $ 70,884,209 | | $ - | | $ - | | $ 70,884,209 |
Money Market Funds | | 737,625 | | - | | - | | 737,625 |
Total | | $ 71,621,834 | | $ - | | $ - | | $ 71,621,834 |
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Tactical Fixed Income Fund: | | | | | | | | | |
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Exchange Traded Funds | | $ 105,757,610 | | $ - | | $ - | | $ 105,757,610 |
Money Market Funds | | 1,679,070 | | - | | - | | 1,679,070 |
Total | | $ 107,436,680 | | $ - | | $ - | | $ 107,436,680 |
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Active All Cap Fund: | | | | | | | | | |
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Exchange Traded Funds | | $ 122,918,504 | | $ - | | $ - | | $ 122,918,504 |
Money Market Funds | | 906,823 | | - | | - | | 906,823 |
Total | | $ 123,825,327 | | $ - | | $ - | | $ 123,825,327 |
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The Funds did not hold any level 3 assets during the fiscal year ended September 30, 2024. |
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The Funds did not invest in derivative instruments during the fiscal year ended September 30, 2024. |
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4.) MANAGEMENT AGREEMENT | | | | | | | | | |
Each Fund has entered into an investment advisory agreement (“Management Agreement”) with the Advisor. The Advisor manages the investment portfolio of each Fund, subject to the policies adopted by the Trust’s Board of Trustees. Under the Management Agreement, the Advisor, 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 each Fund. The investment advisor also pays all operating expenses of the Funds, with the exception of Rule 12b-1 fees, acquired fund fees and expenses, brokerage fees and commissions, borrowing costs (such as interest and dividends on securities sold short, if any), taxes and extraordinary expenses. Effective September 1, 2023, the Advisor receives a per-Fund fee equal to an annual fee of 1.62% of each Fund's average daily net assets. Prior to September 1, 2023, the Advisor received a per-Fund fee equal to an annual fee of 1.69% of each Fund's average daily net assets. The Sub-Adviser of the Funds has responsibility for providing investment ideas and recommendations for the assets of the Funds, subject to the supervision of the Advisor. As full compensation for all services rendered, including investment ideas and recommendations for the assets of the Funds, the Advisor pays the Sub-Adviser a sub-advisor fee.
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During the fiscal year ended September 30, 2024, the Advisor earned management fees in the amounts of $2,806,112, $966,942, $1,433,286, and $1,253,343 for the Total Return - Equity Fund, Small/Mid Cap Fund, Tactical Fixed Income Fund and Active All Cap Fund, respectively. At September 30, 2024, $285,502, $92,560, $141,826, and $158,978 was due to the Advisor from Total Return - Equity Fund, Small/Mid Cap Fund, Tactical Fixed Income Fund and Active All Cap Fund, respectively.
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5.) DISTRIBUTION AND SHAREHOLDER SERVICING PLAN | | | | | |
The Funds have adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “Plan”) that allows each Fund to pay distribution and other fees (“Rule 12b-1 Fees”) for the sale and distribution of the Fund’s shares and for services provided to shareholders by the Distributor or other service providers. The Plan permits the Funds to pay the Rule 12b-1 Fees as compensation for services and expenses in connection with the distribution of each Fund’s shares. The Distributor must authorize all payments made under the plan and may pay any or all amounts received under the Plan to other persons for any distribution, promotional or shareholder support services. Up to 0.25% of the Rule 12b-1 Fee may be characterized as a shareholder servicing fee. Each Fund pays an annual Rule 12b-1 Fee up to 0.25% of its average daily net assets. Because these fees are paid out of a Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
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During the fiscal year ended September 30, 2024, there was $433,251, $149,219, $221,186 and $193,475 of 12b-1 fees incurred by the Total Return - Equity Fund, Small/Mid Cap Fund, Tactical Fixed Income Fund and Active All Cap Fund, respectively. As of September 30, 2024, the Funds had an accrued liability of $132,229, $42,380, $54,720 and $36,858 for the Total Return - Equity Fund, Small/Mid Cap Fund, Tactical Fixed Income Fund and Active All Cap Fund, respectively, which represents 12b-1 fees accrued and available for payment for qualified expenses under the Plan.
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6.) RELATED PARTY TRANSACTIONS | | | | | | | |
Neiman Funds Management LLC (“Neiman”), acts as Administrative Service Consultant to the Trust and monitors the performance of the Funds’ outside service providers (other than the Sub-Advisor which is monitored by the Advisor), assist in the review of regulatory filings, financial statement preparation, and board meeting materials pursuant to an administrative service consultant agreement. For its services Neiman Funds Management LLC receives a monthly fee from the Advisor equal to an annual rate of 0.05% of each Fund’s assets under $100 million, 0.03% of the next $100 million of each Fund’s average daily net assets, and 0.02% of the average daily net assets of each Fund thereafter (subject to a minimum monthly fee of $1,000 for each Fund).
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In addition, Daniel Neiman of Neiman serves as an officer, including the Chief Compliance Officer, of the Trust. Mr. Neiman is compensated by the Advisor for serving as the Chief Compliance Officer for the Funds.
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The Trustees who are not interested persons of the Funds were paid a total of $7,000, in Trustees fees for the fiscal year ended September 30, 2024, for the Trust. Under the Management Agreement, the Advisor pays these fees.
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7.) INVESTMENTS | | | | | | | | | |
For the fiscal year ended September 30, 2024, purchases and sales of investment securities other than U.S. Government obligations and short-term investments were as follows:
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| Total Return - | Small/Mid | | Tactical Fixed | | Active All |
| Equity Fund | Cap Fund | | Income Fund | | Cap Fund |
Purchases | $ 85,176,369 | $ 13,540,371 | $ 74,589,144 | $ 71,196,569 |
Sales | $ 32,083,343 | $ 4,855,873 | $ 42,832,054 | $ 1,500,544 |
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There were no purchases or sales of U.S. Government obligations.
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8.) CONTROL OWNERSHIP | | | | | | | | | |
The beneficial ownership, either directly or indirectly, of more than 25% of the voting shares of a fund creates a presumption of control of the fund, under section 2(a)(9) of the Investment Company Act of 1940, as amended (“1940 Act”). As of September 30, 2024, Pershing, LLC, National Financial Services, LLC (“NFS”), and Charles Schwab, each held for the benefit of its customers, accounts in excess of 25% of the voting shares of each fund noted below. The Funds do not know whether any underlying accounts of Pershing, LLC, NFS or Charles Schwab owned or controlled 25% or more of the voting securities of each Fund.
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| | Pershing, LLC | | NFS | | Charles Schwab | | | |
Total Return - Equity Fund | | 30.61% | | 40.52% | | 28.04% | | | |
Small/Mid Cap Fund | | 32.38% | | 34.28% | | 32.81% | | | |
Tactical Fixed Income Fund | | 33.31% | | 42.27% | | - | | | |
Active All Cap Fund | | 30.14% | | 40.89% | | 27.61% | | | |
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9.) TAX MATTERS | | | | | | | | | |
For federal income tax purposes, at September 30, 2024 the cost of securities on a tax basis and the composition of gross unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) were as follows:
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| | Total Return - | | Small Mid | | Tactical Fixed | | Active All |
| | Equity Fund | | Cap Fund | | Income Fund | | Cap Fund |
Cost of Investments | | $ 174,568,282 | $ 55,988,185 | | $ 102,360,584 | $ 103,535,340 |
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Gross Unrealized Appreciation | | $ 47,778,699 | $ 19,231,989 | | $ 5,265,304 | $ 20,307,041 |
Gross Unrealized Depreciation | | (3,001,691) | (3,598,340) | | (189,208) | (17,054) |
Net Unrealized Appreciation | | | | | | |
(Depreciation) on Investments | | $ 44,777,008 | $ 15,633,649 | | $ 5,076,096 | $ 20,289,987 |
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The tax character of distributions were as follows:
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| Fiscal Year Ended | | Fiscal Year Ended | | |
| September 30, 2024 | | September 30, 2023 | | |
Total Return - Equity Fund | | | | | | | | | |
Ordinary Income | | $ 281,669 | | | $ - | | |
Long-term Capital Gain | | - | | | - | | |
| | $ 281,669 | | | $ - | | |
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| Fiscal Year Ended | | Fiscal Year Ended | | |
| September 30, 2024 | | September 30, 2023 | | |
Small/Mid Cap Fund | | | | | | | | | |
Ordinary Income | | $ - | | | $ - | | |
Long-term Capital Gain | | - | | | - | | |
| | $ - | | | $ - | | |
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| Fiscal Year Ended | | Fiscal Year Ended | | |
| September 30, 2024 | | September 30, 2023 | | |
Tactical Fixed Income Fund | | | | | | | | | |
Ordinary Income | | $ 1,899,793 | | | $ 589,215 | | |
Long-term Capital Gain | | - | | | - | | |
| | $ 1,899,793 | | | $ 589,215 | | |
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| Fiscal Year Ended | | November 9, 2022 | | |
| September 30, 2024 | | to September 30, 2023 | | |
Active All Cap Fund | | | | | | | | | |
Ordinary Income | | $ 53,770 | | | $ 5,150 | | |
Long-term Capital Gain | | - | | | - | | |
| | $ 53,770 | | | $ 5,150 | | |
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As of September 30, 2024 the components of distributable earnings on a tax basis were as follows:
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| | | Total Return - Equity Fund | | Small/Mid Cap Fund |
Undistributed Ordinary Income | | | $ 64,759 | | $ - |
Accumulated Capital and Other Losses | (8,438,311) | | (5,367,705) |
Unrealized Appreciation - Net | | | 44,777,008 | | 15,633,649 |
| | | $ 36,403,456 | | $ 10,265,944 |
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| | | Tactical Fixed Income Fund | | Active All Cap Fund |
Undistributed Ordinary Income | | | $ 2,058,264 | | $ 2,588 |
Accumulated Capital and Other Losses | (2,037,557) | | (182,104) |
Unrealized Appreciation - Net | | | 5,076,096 | | 20,289,987 |
| | | $ 5,096,803 | | $ 20,110,471 |
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As of September 30, 2024 accumulated capital and other losses include the following: | | | |
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Total Return - Equity Fund | | | | | | | | | |
Post-October Losses | | $945,916 | | | | | | | |
Short Term Capital Loss Carryforward | $4,888,295 | | | | | | | |
Long Term Capital Loss Carryforward | $2,604,100 | | | | | | | |
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Small/Mid Cap Fund | | | | | | | | | |
Deferred Late Year Ordinary Losses | $499,669 | | | | | | | |
Post-October Losses | | $825,952 | | | | | | | |
Short Term Capital Loss Carryforward | $1,099,910 | | | | | | | |
Long Term Capital Loss Carryforward | $2,942,174 | | | | | | | |
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Tactical Fixed Income Fund | | | | | | | | | |
Short Term Capital Loss Carryforward | $1,435,672 | | | | | | | |
Long Term Capital Loss Carryforward | $601,885 | | | | | | | |
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Active All Cap Fund | | | | | | | | | |
Deferred Late Year Ordinary Losses | $145,315 | | | | | | | |
Post-October Losses | | $32,001 | | | | | | | |
Short Term Capital Loss Carryforward | $4,788 | | | | | | | |
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Under current tax law, post-October capital losses incurred after October 31 of a fund’s fiscal year end may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes. Capital loss carryforwards have no expiration. Under current tax law, late-year ordinary losses incurred after December 31 of a Fund’s fiscal year may be deferred and treated as occurring on the first business day of the following fiscal year for tax purposes.
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As of September 30, 2024, the primary differences between book and tax basis unrealized appreciation (depreciation) were attributable to the tax deferral of losses on wash sales.
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As of September 30, 2024, Small/Mid Cap Fund recorded reclassifications to increase (decrease) capital accounts as noted below. The adjustment was primarily related to the reclassification of net operating losses.
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Paid-in Capital | | ($489,397) | | | | | | | |
Accumulated Deficit | | $489,397 | | | | | | | |
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10.) 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, Total Return - Equity Fund had 29.11% of the value of its net assets invested in stocks within the Information Technology sector, and Small/Mid Cap Fund had 25.74% of the value of its net assets invested in stocks within the Industrials sector.
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11.) SUBSEQUENT EVENTS | | | | | | | | | |
Subsequent events after the date of the Statements 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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