N-CSR 1 neimann-csr03312024.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-21290

Neiman Funds
(Exact name of registrant as specified in charter)

305 Spindrift Drive, Williamsville, NY 14221
(Address of principal executive offices) (Zip code)

Daniel Neiman
305 Spindrift Drive, Williamsville, NY 14221
(Name and address of agent for service)

 

 

Registrant's telephone number, including area code: (858) 336-0832

Date of fiscal year end: March 31

Date of reporting period: March 31, 2024

 

Item 1. Report to Stockholders.

Neiman Large Cap Value Fund

No-Load Shares (NEIMX)
Class A Shares (NEAMX)
For Investors Seeking Long-Term Capital Appreciation

 

ANNUAL REPORT

March 31, 2024                                                                                                   

 

 

 

 

 

 

 

 

 

 

 

 

Neiman Large Cap Value Fund
Annual Report
May 2024

Dear Shareholders:

As of March 31, 2024, Neiman Large Cap Value Fund (the “Fund”) completed its 21st year since inception. The accompanying annual report covers the most recent fiscal year from April 1, 2023 through March 31, 2024.

As of the end of the current fiscal year, the Fund had total net assets of approximately $37.1 million. The Fund had a total return for the fiscal year from April 1, 2023, through March 31, 2024, of 14.29% for the No-Load shares (NEIMX), and 7.70% for Class A shares (NEAMX), taking into account sales charges. During that same time period, the Fund’s benchmark, Standard & Poor’s 500 Index (“S&P 500 Index”), had a total return of 29.88% . Since inception on April 1, 2003, the Fund, as measured by No-Load shares, had an annualized total return of 7.00% as of March 31, 2024.

Management attributes the Fund’s performance, in comparison to that of its benchmark, to a variety of factors. The Fund utilizes a risk mitigation strategy to help participate on the upside while protecting on the downside. This strategy is three fold. The main implementation of the strategy is buying a limited number of value stocks that are selected by management’s value criteria and best judgment. The Fund’s portfolio is actively managed, meaning that stocks are added and/or removed based on management’s decision if the stock fits management’s value criteria. The second part of the strategy involves buying only dividend paying stocks, which helps build cash to give management the ability to buy more shares of stock and to also provide a yield to the Fund’s shareholders. The final part of the risk mitigation strategy involves selling covered call options on portions of each of the stocks of the Fund. Over the last 21 years, selling covered calls has brought in option premiums and that cash allows management to buy more shares and also return cash as enhanced yield when doing distributions on a semi-annual basis.

The difference between the Fund and the benchmark S&P 500 Index is the Index is a passively managed basket of 500 different stocks. Many feel that the Index is a good indicator of the performance of the entire stock market in general. As a part of the Fund’s risk mitigation strategy, investors should be aware that during market upswings, the Fund may underperform the benchmark. However, during market downturns the Fund typically outperforms the benchmark. Other factors that tend to reduce performance compared to the benchmark are fees and expenses incurred by the Fund to maintain its operations. The fund will continue to hold high quality value stocks and the continued use of buying dividend paying companies with good balance sheets and strong cash flows even when value stocks are out of favor.

Thank you for your investment in the Neiman Large Cap Value Fund. We will continue to focus on our risk mitigation strategy to help protect on the downside while still participating on the upside.


Dan Neiman, President
Neiman Funds Management LLC


Writing Covered Calls: An options strategy whereby the Fund sells to a buyer the right or “option” to buy a security (known as “calling the security”) owned by the Fund at a predetermined price at some point in the future. The buyer has the right to call the security any time prior to the option’s expiration date. The option is “covered” because the Fund owns the security at the time it sells the option. The price (or “premium”) paid by the buyer for the option generates income for the Fund.

Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. You may obtain performance data current to the most recent month-end by calling toll free (877) 385-2720. Investors should consider the investment objectives, risks, and charges and expenses of the Fund carefully before investing. The prospectus contains this and other information about the Fund. You may obtain a prospectus on our website www.neimanfunds.com or by calling toll free (877) 385-2720. The Fund’s distributor is Arbor Court Capital LLC.

 

2024 Annual Report 1

NEIMAN LARGE CAP VALUE FUND (Unaudited)                                                            

PERFORMANCE INFORMATION

AVERAGE ANNUAL TOTAL RATE OF RETURN (%) FOR THE PERIODS ENDED MARCH 31, 2024.

  1 Year(A)   3 Years(A)   5 Years(A)   10 Years(A)  
No-Load Shares(B)  14.29%     7.71%     6.95%     7.18%  
Standard & Poor’s 500 Index(D)  29.88%   11.49%   15.05%   12.96%  
 
 
  1 Year(A)   3 Years(A)   5 Years(A)   10 Years(A)  
Class A Shares(C) (with sales charge)*    7.70%   5.61%   5.69%   6.55%  
Class A Shares(C) (without sales charge)*  14.29%   7.71%   6.95%   7.18%  

Total Annual Fund Operating Expense Ratio (from 07/31/2023 Prospectus):

  No-Load Shares - Gross 1.65%, Net 1.46%
Class A Shares - Gross 1.90%, Net 1.46%

The Annual Fund Operating Expense Ratio reported above may not correlate to the expense ratio in the Fund’s financial highlights because (a) the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in acquired funds, and (b) the gross expense ratio may fluctuate due to changes in net assets and actual expenses incurred during the reported period.

(A) 1 Year, 3 Years, 5 Years and 10 Years returns include change in share prices and in each case includes reinvestment of any dividends and capital gain distributions. Investment performance reflects fee waivers in effect. In the absence of such waivers, total returns would be reduced. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Returns greater than 1 year are annualized.

(B) The inception date of the Neiman Large Cap Value Fund No-Load Shares was April 1, 2003.

(C) Class A commenced operations on August 1, 2012.

(D) The Standard & Poor’s 500 Index is a broad market-weighted average dominated by blue-chip stocks and is an unmanaged group of stocks whose composition is different from the Fund. Investors cannot directly invest in an index.

* With sales charge returns reflect the deduction of the current maximum initial sales charge of 5.75% for Class A shares. Returns without sales charges do not reflect the current maximum sales charges. Had the sales charges been included, the returns would have been lower.


PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. RETURNS DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. TO OBTAIN PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, PLEASE CALL 1-877-385-2720. AN INVESTMENT IN THE FUND IS SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. THE FUND’S DISTRIBUTOR IS ARBOR COURT CAPITAL LLC.

 

2024 Annual Report 2

NEIMAN LARGE CAP VALUE FUND (Unaudited)                                           


     Neiman Large Cap Value Fund
by Sectors (as a percentage of Net Assets)

* Liabilities include Options Written.

 

2024 Annual Report 3

Disclosure of Expenses
(Unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses. You will be assessed fees for outgoing wire transfers, returned checks, and stop payment orders at prevailing rates charged by Mutual Shareholder Services, LLC, the Fund’s transfer agent, and IRA accounts will be charged an $8.00 annual maintenance fee. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period, and held for the entire period October 1, 2023, through March 31, 2024.

The first line of each table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The second line of each table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in this Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and IRA mainte-nance fees described above and expenses of underlying funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative cost of owning different funds. In addition, if these transactional costs and expenses of underlying funds were included, your cost could have been higher.

No-Load Class             
 
            Expenses Paid 
    Beginning    Ending    During the Period* 
    Account Value    Account Value    October 1, 2023 
    October 1, 2023    March 31, 2024    to March 31, 2024 
 
           Actual    $1,000.00    $1,165.35    $7.85 
 
           Hypothetical    $1,000.00    $1,017.75    $7.31 
           (5% annual return             
           before expenses)             

*      Expenses are equal to the Fund’s annualized expense ratio of 1.45% for the No-Load Class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period.)
 
Class A Shares             
 
            Expenses Paid 
    Beginning    Ending    During the Period* 
    Account Value    Account Value    October 1, 2023 
    October 1, 2023    March 31, 2024    to March 31, 2024 
 
           Actual    $1,000.00    $1,165.35    $7.85 
 
           Hypothetical    $1,000.00    $1,017.75    $7.31 
           (5% annual return             
           before expenses)             

*      Expenses are equal to the Fund’s annualized expense ratio of 1.45% for Class A, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period.)
 


2024 Annual Report 4

Neiman Large Cap Value Fund         
 
    Schedule of Investments
      March 31, 2024
Shares  Fair Value  % of Net Assets
COMMON STOCKS         
Aircraft Engines & Engine Parts         
           12,770 RTX Corporation  $ 1,245,458  3.35 % 
Beverages         
           14,400 The Coca-Cola Company    880,992     
             1,100 PepsiCo, Inc.    192,511     
    1,073,503  2.89 % 
Cable & Other Pay Television Services         
             5,000 Comcast Corporation Class A    216,750  0.58 % 
Computer Communications Equipment         
           15,300 Cisco Systems, Inc. +    763,623  2.06 % 
Electronic Computers         
             6,400 Apple Inc. +    1,097,472  2.95 % 
Fire, Marine & Casualty Insurance         
               900 Berkshire Hathaway Inc. Class B *    378,468  1.02 % 
Gas & Other Services Combined         
           17,100 Sempra Energy    1,228,293  3.31 % 
Hospitals & Medical Service Plans         
             1,700 UnitedHealth Group, Inc. +    840,990  2.26 % 
Industrial Inorganic Chemicals         
             3,300 Air Products and Chemicals, Inc. +    799,491  2.15 % 
Metal Mining         
             8,700 Southern Copper Corporation    926,724  2.50 % 
Miscellaneous Industrial & Commercial Machinery & Equipment         
             4,400 Eaton Corporation PLC (Ireland) +    1,375,792  3.70 % 
National Commercial Banks         
             8,500 Bank of America Corporation    322,320     
             3,500 JPMorgan Chase & Co.    701,050     
             5,000 The PNC Financial Services Group, Inc.    808,000     
    1,831,370  4.93 % 
Petroleum Refining         
             6,100 Chevron Corporation    962,214     
           11,500 Exxon Mobil Corp. +    1,336,760     
             7,300 Phillips 66 +    1,192,382     
             4,900 Valero Energy Corporation    836,381     
    4,327,737  11.65 % 
Pharmaceutical Preparations         
             1,600 Abbott Laboratories    181,856     
             1,800 AbbVie Inc. +    327,780     
             6,200 Johnson & Johnson    980,778     
             9,000 Merck & Co. +    1,187,550     
    2,677,964  7.21 % 
Radio & TV Broadcasting & Communications Equipment         
             5,600 QUALCOMM Incorporated    948,080  2.55 % 
Railroads, Line-Haul Operating         
             3,400 Union Pacific Corporation    836,162  2.25 % 
Retail - Eating Places         
                600 McDonald's Corporation    169,170  0.46 % 
Retail - Lumber & Other Building Materials Dealers         
                700 The Home Depot, Inc.    268,520  0.72 % 
Retail - Variety Stores         
             2,000 Costco Wholesale Corp. +    1,465,260     
             3,600 Walmart Inc.    216,612     
    1,681,872  4.53 % 


 

* Non-Income Producing Security.
+ Portion or all of the security is pledged as collateral for call options written. See Note 9.

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 5

Neiman Large Cap Value Fund  
 
    Schedule of Investments
          March 31, 2024
Shares  Fair Value   % of Net Assets
COMMON STOCKS           
Rubber & Plastic Footwear           
             7,900 Nike Inc. Class B  $ 742,442   2.00 % 
Security & Commodity Brokers, Dealers, Exchanges & Services           
             4,000 CME Group Inc.    861,160   2.32 % 
Security Brokers, Dealers & Flotation Companies           
           15,400 The Charles Schwab Corporation    1,114,036   3.00 % 
Semiconductors & Related Devices           
             3,500 Analog Devices, Inc.    692,265      
                300 Broadcom Inc.    397,623      
             3,800 Texas Instruments Incorporated    661,998      
    1,751,886   4.72 % 
Services - Business Services, NEC           
             2,900 Accenture PLC Class A (Ireland) +    1,005,169   2.71 % 
Services - Computer Processing & Data Preparation           
             3,500 Automatic Data Processing, Inc. +    874,090   2.35 % 
Services - Prepackaged Software           
             2,800 Microsoft Corporation +    1,178,016   3.17 % 
Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics           
             5,400 Procter & Gamble Co. +    876,150   2.36 % 
Special Industry Machinery, NEC           
             1,600 Lam Research Corporation    1,554,512   4.19 % 
Tobacco Products           
           10,400 Altria Group Inc.    453,648      
             6,700 Philip Morris International, Inc.    613,854      
    1,067,502   2.87 % 
Total for Common Stocks (Cost $22,285,670)    33,712,402   90.76 % 
REAL ESTATE INVESTMENT TRUSTS           
             9,800 Lamar Advertising Company - Class A    1,170,218   3.15 % 
Total for Real Estate Investment Trusts (Cost $779,718)           
MONEY MARKET FUNDS           
     2,396,662 Fidelity® Investments Money Market - Government Portfolio -           
                         Class I 5.21% **    2,396,662   6.45 % 
Total for Money Market Funds (Cost $2,396,662)           
                    Total Investments    37,279,282   100.36 % 
(Cost $25,462,050)           
                    Liabilities in Excess of Other Assets    (133,563 )  -0.36 % 
                    Net Assets  $ 37,145,719   100.00 % 


 

  + Portion or all of the security is pledged as collateral for call options written. See Note 9.
** The rate shown represents the 7-day yield at March 31, 2024.

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 6

 
 Neiman Large Cap Value Fund             
 
      Schedule of Call Options Written 
            March 31, 2024 
Underlying Security  Call Option  Notional     
Expiration Date/Exercise Price  Contracts  Amount    Fair Value 
AbbVie Inc.             
June 21, 2024 Calls @ $180.00  3 $             54,630    $             2,490 
Accenture PLC Class A (Ireland)             
June 21, 2024 Calls @ $400.00  6 207,966    1,020 
Air Products and Chemicals, Inc.             
June 21, 2024 Calls @ $360.00  6 145,362    60 
Apple Inc.             
September 20, 2024 Calls @ $225.00  18 308,664    1,188 
Automatic Data Processing, Inc.             
June 21, 2024 Calls @ $300.00  5 124,870    750 
Cisco Systems, Inc.             
April 19, 2024 Calls @ $65.00  20 99,820    20 
Costco Wholesale Corp.             
April 19, 2024 Calls @ $635.00  4 293,052    41,460 
Eaton Corporation PLC (Ireland)             
April 19, 2024 Calls @ $260.00  6 187,608    32,280 
Exxon Mobil Corp.             
April 19, 2024 Calls @ $140.00  16 185,984    16 
Merck & Co.             
April 19, 2024 Calls @ $130.00  12 158,340    4,140 
Microsoft Corporation             
June 21, 2024 Calls @ $400.00  14 589,008    48,580 
Phillips 66             
June 21, 2024 Calls @ $150.00  10 163,340    17,000 
Procter & Gamble Co.             
April 19, 2024 Calls @ $175.00  7 113,575    49 
UnitedHealth Group, Inc.             
June 21, 2024 Calls @ $600.00  5 247,350    350 
Total (Premiums Received $43,398)      $         2,879,569    $          149,403 

 

 

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 7

 
Neiman Large Cap Value Fund     
 
Statement of Assets and Liabilities     
   March 31, 2024     
Assets:     
     Investments at Fair Value  $ 37,279,282 
        (Cost $25,462,050)     
     Cash    12,171 
     Prepaid Expenses    11,229 
Receivables:     
     Shareholder Purchases    4,025 
     Dividends    71,204 
             Total Assets    37,377,911 
Liabilities:     
   Covered Call Options Written at Fair Value (Premiums Received $43,398)    149,403 
   Due to Adviser    34,313 
   Payable for Shareholder Redemptions    16,227 
   Accrued Distribution and Service (12b-1) Fees    697 
   Accrued Compliance Officer Expense    1,011 
   Accrued Trustees Fees    16 
   Other Accrued Expenses    30,525 
             Total Liabilities    232,192 
Net Assets  $ 37,145,719 
Net Assets Consist of:     
     Paid In Capital  $ 25,949,361 
     Total Distributable Earnings (Accumulated Deficit)    11,196,358 
Net Assets  $ 37,145,719 
 
No-Load Shares     
     Net Assets  $ 35,984,838 
     Shares of Beneficial Interest Outstanding     
       (Unlimited number of shares authorized without par value)    1,198,130 
     Net Asset Value, Maximum Offering Price and Redemption Price Per Share  $ 30.03 
 
Class A Shares     
     Net Assets  $ 1,160,881 
     Shares of Beneficial Interest Outstanding     
       (Unlimited number of shares authorized without par value)    38,652 
     Net Asset Value and Redemption Price Per Share  $ 30.03 
     Maximum Offering Price Per Share ($30.03/0.9425) *  $ 31.86 

 


 

* Reflects a maximum sales charge of 5.75%.

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 8

 
Neiman Large Cap Value Fund       
 
Statement of Operations       
   For the fiscal year ended March 31, 2024       
 
Investment Income:       
   Dividends (Net of foreign withholding tax of $0)  $ 976,815  
         Total Investment Income    976,815  
 
Expenses:       
   Management Fees    324,473  
   Transfer Agent Fees & Accounting Fees    46,322  
   Distribution and Service (12b-1) Fees - Class A    3,078  
   Administration Fees    30,082  
   Registration Expense    28,964  
   Audit Fees    19,051  
   Legal Fees    12,791  
   Custody Fees    11,400  
   Insurance Expense    1,380  
   Miscellaneous Expense    17,317  
   Printing and Postage Expense    3,770  
   Compliance Officer Expense    4,000  
   Trustees Fees    5,016  
        Total Expenses    507,644  
       Less: Expense Waiver / Expense Reimbursement    (36,569 ) 
           Net Expenses    471,075  
Net Investment Income (Loss)    505,740  
 
Net Realized and Unrealized Gain (Loss) on Investments & Options Written:       
   Net Realized Gain (Loss) on Investments    (166,377 ) 
   Net Realized Gain (Loss) on Options Written    13,919  
   Net Change In Unrealized Appreciation (Depreciation) on Investments    4,323,504  
   Net Change In Unrealized Appreciation (Depreciation) on Options Written    (105,613 ) 
Net Realized and Unrealized Gain (Loss) on Investments & Options Written    4,065,433  
 
Net Increase (Decrease) in Net Assets from Operations  $ 4,571,173  

 


 

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 9

Neiman Large Cap Value Fund
 
Statements of Changes in Net Assets             
    4/1/2023     4/1/2022  
    to     to  
    3/31/2024     3/31/2023  
From Operations:             
   Net Investment Income (Loss)  $ 505,740   $ 375,009  
   Net Realized Gain (Loss) on Investments    (166,377 )    (524,483 ) 
   Net Realized Gain (Loss) on Options Written    13,919     42,600  
   Net Change in Unrealized Appreciation (Depreciation)             
         on Investments and Options Written    4,217,891     (1,765,679 ) 
   Net Increase (Decrease) in Net Assets from Operations    4,571,173     (1,872,553 ) 
From Distributions to Shareholders:             
       No-Load Shares    (435,068 )    (985,674 ) 
       Class A Shares    (16,594 )    (50,523 ) 
     Change in Net Assets from Distributions    (451,662 )    (1,036,197 ) 
From Capital Share Transactions:             
   Proceeds From Sale of Shares             
       No-Load Shares    6,723,296     7,428,160  
       Class A Shares    44,032     41,657  
   Shares Issued on Reinvestment of Dividends             
       No-Load Shares    434,059     983,664  
       Class A Shares    15,627     48,075  
   Cost of Shares Redeemed             
       No-Load Shares    (4,404,956 )    (4,410,936 ) 
       Class A Shares    (392,204 )    (166,095 ) 
Net Increase (Decrease) from Shareholder Activity    2,419,854     3,924,525  
Net Increase (Decrease) in Net Assets    6,539,365     1,015,775  
Net Assets at Beginning of Year    30,606,354     29,590,579  
Net Assets at End of Year  $ 37,145,719   $ 30,606,354  
 
Share Transactions:             
   Issued             
       No-Load Shares    247,616     275,902  
       Class A Shares    1,638     1,559  
   Reinvested             
       No-Load Shares    15,856     38,603  
       Class A Shares    572     1,887  
   Redeemed             
       No-Load Shares    (163,234 )    (167,272 ) 
       Class A Shares    (14,520 )    (6,139 ) 
Net Increase (Decrease) in Shares    87,928     144,540  

 


 

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 10

Neiman Large Cap Value Fund
 
Financial Highlights - No-Load Class                               
Selected data for a share outstanding    4/1/2023     4/1/2022     4/1/2021     4/1/2020     4/1/2019  
 throughout each year:    to     to     to     to     to  
    3/31/2024     3/31/2023     3/31/2022     3/31/2021     3/31/2020  
Net Asset Value -                               
   Beginning of Year  $ 26.64   $ 29.46   $ 29.98   $ 21.87   $ 27.74  
Net Investment Income (Loss) (a)    0.42     0.35     0.26     0.31     0.34  
Net Realized and Unrealized Gains (Losses)                               
 on Investments and Options Written (b)    3.35     (2.21 )    4.37     8.13     (5.53 ) 
Total from Investment Operations    3.77     (1.86 )    4.63     8.44     (5.19 ) 
 
Distributions (From Net Investment Income)    (0.38 )    (0.31 )    (0.29 )    (0.33 )    (0.35 ) 
Distributions (From Capital Gains)    -     (0.65 )    (4.86 )    -     (0.33 ) 
   Total Distributions    (0.38 )    (0.96 )    (5.15 )    (0.33 )    (0.68 ) 
Net Asset Value -                               
   End of Year  $ 30.03   $ 26.64   $ 29.46   $ 29.98   $ 21.87  
Total Return (c)    14.29 %   (6.15 )%      16.51 %   38.84 %   (19.35 )%    
Ratios/Supplemental Data                               
Net Assets - End of Year (Thousands)   $ 35,985    $ 29,249    $ 28,010    $ 34,193    $ 30,255  
Before Waiver/Reimbursement                               
   Ratio of Expenses to Average Net Assets    1.56 %   1.64 %    1.59 %   1.50 %   1.48 %
   Ratio of Net Investment Income (Loss) to                               
     Average Net Assets    1.46 %   1.11 %    0.73 %   1.18 %   1.17 %
After Waiver/Reimbursement                               
   Ratio of Expenses to Average Net Assets    1.45 %   1.45 %    1.45 %      1.45 %   1.45 %
   Ratio of Net Investment Income (Loss) to                               
     Average Net Assets    1.56 %   1.30 %    0.87 %   1.23 %   1.20 %
Portfolio Turnover Rate    12.13 %      25.49 %    20.99 %   108.93 %      36.22 %

 

 


 

(a) Based on Average Shares Outstanding.
(b) Realized and unrealized gains (losses) per share in this caption are balancing amounts necessary to
reconcile the change in net asset value for the period, and may not reconcile with the aggregate gains and
losses in the Statement of Operations due to share transactions for the period.
(c) Total return represents the rate that the investor would have earned or lost on an investment in the Fund
assuming reinvestment of dividends and excludes the effect of applicable sales charges.

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 11

 Neiman Large Cap Value Fund
 
Financial Highlights - Class A                               
Selected data for a share outstanding    4/1/2023     4/1/2022     4/1/2021     4/1/2020     4/1/2019  
 throughout each year:    to     to     to     to     to  
    3/31/2024     3/31/2023     3/31/2022     3/31/2021     3/31/2020  
Net Asset Value -                               
   Beginning of Year  $ 26.64   $ 29.46   $ 29.98   $ 21.87   $ 27.74  
Net Investment Income (Loss) (a)    0.42     0.34     0.26     0.30     0.34  
Net Realized and Unrealized Gains (Losses)                               
 on Investments and Options Written (b)    3.35     (2.20 )    4.37     8.14     (5.53 ) 
Total from Investment Operations    3.77     (1.86 )    4.63     8.44     (5.19 ) 
 
Distributions (From Net Investment Income)    (0.38 )    (0.31 )    (0.29 )    (0.33 )    (0.35 ) 
Distributions (From Capital Gains)    -     (0.65 )    (4.86 )    -     (0.33 ) 
   Total Distributions    (0.38 )    (0.96 )    (5.15 )    (0.33 )    (0.68 ) 
Net Asset Value -                               
   End of Year  $ 30.03   $ 26.64   $ 29.46   $ 29.98   $ 21.87  
Total Return (c)    14.29 %   (6.15 )%      16.51 %   38.84 %   (19.35 )%   
Ratios/Supplemental Data                               
Net Assets - End of Year (Thousands)  $ 1,161   $ 1,358   $ 1,581   $ 1,674   $ 1,947  
Before Waiver/Reimbursement                               
   Ratio of Expenses to Average Net Assets    1.81 %   1.89 %   1.84 %   1.75 %   1.73 % 
   Ratio of Net Investment Income (Loss) to                               
     Average Net Assets    1.19 %   0.86 %   0.48 %   0.89 %   0.92 % 
After Waiver/Reimbursement                               
   Ratio of Expenses to Average Net Assets    1.45 %   1.45 %   1.45 %   1.45 %   1.45 % 
   Ratio of Net Investment Income (Loss) to                               
     Average Net Assets    1.55 %   1.30 %   0.87 %   1.19 %   1.20 % 
Portfolio Turnover Rate    12.13 %      25.49 %   20.99 %      108.93 %      36.22 % 

 

 

 


 

(a) Based on Average Shares Outstanding.
(b) Realized and unrealized gains (losses) per share in this caption are balancing amounts necessary to
reconcile the change in net asset value for the period, and may not reconcile with the aggregate gains and
losses in the Statement of Operations due to share transactions for the period.
(c) Total return represents the rate that the investor would have earned or lost on an investment in the Fund
assuming reinvestment of dividends and excludes the effect of applicable sales charges.

The accompanying notes are an integral part of these
financial statements.

2024 Annual Report 12

NOTES TO FINANCIAL STATEMENTS
NEIMAN LARGE CAP VALUE FUND
March 31, 2024

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 March 31, 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.

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.

SECURITY VALUATION
All investments in securities are recorded at their estimated fair value, as described in Note 3.

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.

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.

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 fiscal year ended March 31, 2024, the Fund did not incur any interest or penalties.

 

2024 Annual Report 13

Notes to Financial Statements - continued

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.

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.

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.

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.

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.

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:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

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.

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.

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.

 

2024 Annual Report 14

Notes to Financial Statements - continued

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.

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.

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.

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.

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.

The following table summarizes the inputs used to value the Fund’s assets and liabilities measured at fair value as of March 31, 2024:

Valuation Inputs of Assets         Level 1  Level 2  Level 3  Total 
Common Stocks    $33,712,402  $–  $–  $33,712,402 
Real Estate Investment Trusts        1,170,218   –   –       1,170,218 
Money Market Funds        2,396,662    –    –       2,396,662 
Total    $37,279,282  $–  $–   $37,279,282 
 
Valuation Inputs of Liabilities    Level 1  Level 2  Level 3  Total 
Options Written    $107,113  $42,290  $–  $149,403 
Total    $107,113  $42,290  $–  $149,403 

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 fiscal year ended March 31, 2024.

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.

The Adviser earns an annual management fee of 1.00% of the Fund’s average daily net assets. For the fiscal year ended March 31, 2024, the Adviser earned management fees totaling $324,473 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

 

2024 Annual Report 15

Notes to Financial Statements - continued

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, 2024. The fee waiver will automatically terminate on July 31, 2024, unless it is renewed by the Adviser. The Adviser may not terminate the fee waiver or expense reimbursement before July 31, 2024.

For the fiscal year ended March 31, 2024, the Adviser waived fees and/or reimbursed expenses in the amounts of $32,151 and $4,418 with no recapture provision for No Load and Class A, respectively. The Fund owed the Adviser $34,313 at March 31, 2024. Certain officers and directors of the Adviser are also officers and/or Trustees of the Trust.

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 fiscal year ended March 31, 2024, there was $3,078 of 12b-1 fees incurred by Class A shares. As of March 31, 2024, the Fund had an accrued liability of $697 which represents 12b-1 fees accrued and available for payment for qualified expenses under the Plan.

6.) RELATED PARTY TRANSACTIONS
During the fiscal year ended March 31, 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 fiscal year ended March 31, 2024, Peak earned $1,239 from the sale of the Fund’s Class A shares, a portion of which was paid to owners of the Adviser. Additionally, during the fiscal year ended March 31, 2024, Peak earned $1,904 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.

Also, Daniel Neiman, in his role as Chief Compliance Officer of the Fund, received $4,000 for his services during the fiscal year ended March 31, 2024. Mr. Neiman is a control person of the Adviser and President of the Trust. The Fund owed the Chief Compliance Officer $1,011 at March 31, 2024.

7.) PURCHASES AND SALES OF SECURITIES
For the fiscal year ended March 31, 2024, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $5,489,931 and $3,676,905, respectively. Purchases and sales of U.S. Government obligations aggregated $0 and $0, respectively.

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 March 31, 2024, National Financial Services LLC located at 200 Liberty Street, New York, New York, for the benefit of its customers, owned, in the aggregate, 77.25% of the Fund between the No Load Class and Class A, and therefore may be deemed to control the Fund.

9.) WRITTEN OPTIONS
As of March 31, 2024, portfolio securities valued at $2,879,569 were held by the Fund as collateral for options written by the Fund.

For the fiscal year ended March 31, 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:

 

2024 Annual Report 16

Notes to Financial Statements - continued           
  Number of     Premiums  
  Contracts     Received  
 Options Outstanding at March 31, 2023  81     $24,802  
 Options Written  140     44,313  
 Options Terminated in Closing Purchase Transactions  –     –  
 Options Expired  (65 )    (13,919 ) 
 Options Exercised  (24 )    (11,798 )
 Options Outstanding at March 31, 2024  132     $43,398  

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:

 

Liability

Covered Call
Options Written

Derivatives
($149,403)


Realized and unrealized gains and losses on derivatives contracts entered into during the fiscal year ended March 31, 2024, by the Fund are recorded in the following locations in the Statement of Operations:

    Realized    Unrealized  
  Location  Gain (Loss)  Location  Gain (Loss)  
Covered  Net Realized Gain    Net Change In Unrealized     
Call Options  (Loss) on Options  $13,919  Appreciation (Depreciation)  ($105,613)   
Written  Written    on Options Written     

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.

During the fiscal year ended March 31, 2024, the Fund was not subject to any master netting arrangements.

10.) TAX MATTERS
For Federal income tax purposes, the cost of investments owned at March 31, 2024, was $25,501,578, and premiums received from options written was $43,398.

At March 31, 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:

  Appreciation    (Depreciation)   Net Appreciation (Depreciation) 
  $12,175,533    ($503,834)     $11,671,699 

The tax character of distributions for the No-Load Class was as follows:

    Year ended    Year ended 
    March 31, 2024    March 31, 2023 
Ordinary Income:    $435,068    $380,970 
Long-term Capital Gain:               –      604,704 
    $435,068    $985,674 

The tax character of distributions for Class A was as follows:

    Year ended    Year ended 
    March 31, 2024    March 31, 2023 
Ordinary Income:    $  16,594    $  19,211 
Long-term Capital Gain:               –      31,312 
    $  16,594    $  50,523 

 

2024 Annual Report 17

Notes to Financial Statements - continued

As of March 31, 2024, the components of distributable earnings (accumulated deficit) on a tax basis were as follows:

Undistributed Ordinary Income    $192,304  
Other Accumulated Gains (Losses)    (667,645 ) 
Unrealized Appreciation (Depreciation) - Net      11,671,699  
    $11,196,358  

As of March 31, 2024, the differences between book basis and tax basis unrealized appreciation are attributable to the tax deferral of losses on wash sales. As of March 31, 2024, other accumulated losses are attributable to losses on straddles from options of $22,029, deferred post October losses of $263,404 and an available capital loss carryforward of $382,212, which for federal tax purposes is short-term with no expiration.

11.) 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.

 

 

 

 

 

 

 

 

 

 

 

2024 Annual Report 18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Neiman Large Cap Value Fund and
Board of Trustees of Neiman Funds

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedules of investments and call options written, of Neiman Large Cap Value Fund (the “Fund”), a series of Neiman Funds, as of March 31, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2024, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Fund’s auditor since 2004.


COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
May 24, 2024

 

 

2024 Annual Report 19

ADDITIONAL INFORMATION
March 31, 2024
(UNAUDITED)

1.) AVAILABILITY OF QUARTERLY SCHEDULE OF INVESTMENTS
The Fund publicly files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT filings are available on the SEC’s website at http://www.sec.gov.

2.) PROXY VOTING GUIDELINES
Neiman Funds Management LLC, the Fund’s Adviser, is responsible for exercising the voting rights associated with the securities held by the Fund. A description of the policies and procedures used by the Adviser in fulfilling this responsibility is available without charge on the Fund’s website at www.neimanfunds.com. It is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

Form N-PX provides information regarding how the Fund voted proxies with regards to portfolio securities held during the most recent 12-month period ended June 30th and is available without charge, upon request, by calling 1-877-385-2720. This information is also available on the SEC’s website at http://www.sec.gov.

3.) RENEWAL OF INVESTMENT ADVISORY AGREEMENT
At a meeting held on March 12, 2024, the Board of Trustees (the “Board” or the “Trustees”) considered the continuance of the Management Agreement between the Trust and the Adviser (the “Agreement”), on behalf of the Neiman Large Cap Value Fund (the “Fund” or “Large Cap Value”). Legal counsel reviewed the memorandum provided by Thompson Hine LLP and explained that, in consideration of the continuance of the management agreement, the Board should review as much information as is reasonably necessary to evaluate the terms of the contract and determine whether it is fair to the Fund and its shareholders. He also explained that the Adviser provided information to the Trustees for evaluation of the continuance of the Agreement.

In renewing the Management Agreement, the Board of Trustees received materials from the Adviser (the “Report”) addressing the following factors: (i) the investment performance of the Fund and the Adviser; (ii) the nature, extent and quality of the services provided by the Adviser to the Fund; (iii) the cost of the services provided and the profits realized by the Adviser and its affiliates from the relationship with the Fund; (iv) the extent to which economies of scale will be realized as the Fund grows; and (v) whether the fee level reflects these economies of scale for the benefit of shareholders.

As to the performance of the Fund, the Report included information regarding the performance of the Fund compared to a group of funds of similar size, style and objective (the “Peer Group”). The performance data was through the quarter ended December 31, 2023 and the month ended January 31, 2024. The Report also included comparative performance information for the Fund’s benchmark index, the S&P 500 Index. The report indicated that the Large Cap Value No Load Class’s twelve-month period returns were lower than the Peer Group average and the benchmark for the period ended December 31, 2023; and continued to underperform the benchmark for the twelve-month period ended January 31, 2024. The report further indicated that the Large Cap Value No Load Class’s three-year annualized, five-year annualized and ten-year annualized returns were lower than the Peer Group average and the benchmark. The twelve-month period, three-year annualized and five-year annualized returns for the Fund’s Class A were equal to those of the Fund’s No Load Class. The Adviser stated that due to the Large Cap Value’s covered call strategy, it is expected that the Fund may outperform in a down or flat market and underperform in a strong market, as was the case in the periods ended December 31, 2023 and January 31, 2024. The Trustees concluded that the Fund’s long-term performance was consistent with their expectations relative to the Peer Group and as well as consistent with their expectation compared to the S&P 500 Index after taking into account the absence of expenses for the S&P 500 Index and the somewhat defensive covered call strategy of the Fund. While performance was lower than hoped for, the Trustees concluded it was nonetheless acceptable in light of the defensive aspect of the Fund.

As to the nature, extent and quality of the services provided by the Adviser, the Trustees analyzed the Adviser’s experience and capabilities. The representative of the Adviser summarized the information provided to the Board. The Trustees discussed the Adviser’s financial condition and the portfolio manager’s background and investment management experience. The Board noted that there were no changes in the personnel managing the Fund or in the business or organization of the Adviser. The representatives of the Adviser reviewed and discussed with the Board the Adviser’s Form ADV and the Rule 17j-1 Code of Ethics certifications. Mr. Neiman also discussed the compliance services provided to the Fund by the Adviser. The Trustees discussed the quality of the Adviser’s compliance efforts. After reviewing the foregoing and further information from the Adviser, the Board concluded that the quality, extent, and nature of the services being provided by the Adviser were satisfactory.

 

2024 Annual Report 20

Additional Information - continued

As to the cost of the services to be provided and the profits to be realized by the Adviser from the relationship with the Fund, it was noted that the Adviser is waiving a portion of its management fee under an expense limitation agreement. Materials submitted by the Adviser showed that the Adviser has waived fees to limit the Fund’s operating expense (with certain exclusions) to 1.45% of its average daily net assets for shares of the No-Load Class and 1.45% of its average daily net assets for Class A Shares. The Adviser provided to the Trustees a profit & loss statement and a balance sheet, both dated as of December 31, 2023. In addition, materials submitted by the Adviser showed profitability information for the twelve-month period ended December 31, 2023. The Trustees reviewed the Adviser’s profitability analysis on a pre- and post-indirect expenses basis. The Trustees noted the gross profit margin (which is below 20%) does not include any imputed portfolio manager or support personnel expense, which would significantly reduce profits to a loss. The Trustees noted that even after backing out the marketing element of indirect expenses for which the Adviser is not engaged under the Management Agreement, gross profits were still reasonable and the Adviser is still unprofitable after imputed portfolio manager and support personnel costs. The Trustees concluded the Adviser’s profits are not excessive and excessive profitability is not a current concern. The Trustees then discussed the Adviser’s financial condition and determined it was satisfactory in relation to the Adviser’s obligations to the Fund.

Turning to the level of the management fee, the Trustees were presented with a comparative analysis of advisory fees and expense ratios based on publicly available data and drawn from the Peer Group for the Fund. Included in the comparisons were funds with similar asset categories and asset size ranges. The Trustees noted that Large Cap Value’s No Load net expense ratio (which includes acquired fund fees and expenses) of 1.46% was higher than the average net expense ratio (which includes acquired fund fees and expenses) for the Peer Group, but within the Peer Group range of reasonable expenses. The Trustees also noted that the management fee of 1.00% was above the Peer Group average of 0.69%, but within the Peer Group range of reasonable fees. The Trustees also recognized that the Adviser is capping the Fund’s expense ratio, and therefore, the net management fee may be substantially less than the gross management fee depending on the net assets of the Fund. Having considered the comparative data as described above, the Trustees concluded that the Fund’s management fee and expense ratios were reasonable.

Additionally, the Trustees then reviewed the indirect fees received by Mr. Wiggle and Mr. Lomas, for the period of January 1, 2023 through December 31, 2023, in their capacity as Registered Representatives with Peak Brokerage Services, LLC (Peak) and/or Registered Representatives in their Peak branch office(s). It was noted that they have received approximately $1,198, collectively, in sales charges and trailer fees related to Large Cap Value. The Trustees concluded that these fees were reasonable, accepted the report, and concluded the fees did not materially change their profitability analysis.

As for potential economies of scale, the Trustees discussed and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Trustees agreed they would revisit the issue of economies of scale with the Adviser when Fund assets grow to the point that a further assessment of any realized economies of scale can be made. Again, the Trustees noted that the Adviser has contractually agreed to waive management fees and reimburse expenses to the extent necessary to limit annual operating expenses of the Fund and noted that as the Fund grows the expense ratios should decrease.

Next, the independent Trustees met in executive session to discuss the continuation of the Agreement. The officers of the Trust and interested Trustee were excused during this discussion.

Upon reconvening the meeting, the Trustees reported that after further consideration (including a majority of the independent Trustees), they were satisfied with the performance of the Fund. They concluded that the nature and extent of services provided by the Adviser was consistent with the Board’s expectations. The Trustees also concluded that the Adviser has sufficient resources and had provided quality advisory services to the Fund. The Board agreed that that the management fee was reasonable and that the Adviser was not overly profitable. The Trustees agreed that the fee waiver for the Fund capped the expenses and that additional economies of scale would not be a material consideration until the Fund is substantially larger but noted that the Adviser was committed to reducing fees as economies of scale are realized. It was the consensus of the Trustees, including the independent Trustees, that renewal of the Agreement would be in the best interest of the Fund.

 

2024 Annual Report 21

TRUSTEES AND OFFICERS - Unaudited

     The Board of Trustees supervises the business activities of the Trust. The names of the Trustees and executive officers of the Trust are shown below. Each Trustee serves until the Trustee sooner dies, resigns, retires or is removed. Officers hold office for one year and until their respective successors are chosen and qualified. The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge upon request, by calling 1-877-385-2720. The Trustees and Officers of the Trust and their principal business activities during the past five years are:

Interested Trustees and Officers

Name,  Position  Length of Principal  Number of  Other 
Address(1),  with the  Time Served Occupation(s)  Portfolios  Directorships 
and Age  Trust    During  Overseen by  Held by 
      Past 5 Years  Trustee  Trustee 
 
Michael Lomas(2),  Trustee  Since 2009 Peak Brokerage Services, LLC,  5  None 
Year of Birth: 1974      Division Manager and Registered     
      Representative (2015-current);     
      NEXT Financial Group, Division     
      Manager and Registered     
      Representative (2000-2015);     
      Financials Guys LLC, Co-     
      owner/Co-founder (2000-Present);     
      Independent Solutions Wealth     
      Management, LLC, President     
      (2007-Present). Neiman Funds     
      Management LLC, Business     
      Development (2009-Present).     
 
Daniel Neiman(2),  President,  Since 2003 Neiman Funds Management LLC,  N/A  N/A 
Year of Birth: 1977  Treasurer,  (Chief Portfolio Manager (2009-Present).     
  Secretary  Compliance Independent Solutions Wealth     
  and Chief  Officer Since Management, LLC, Chief     
  Compliance  2004; and Investment Officer (2015-Present)     
  Officer  President Chief Financial Officer (2012-     
    Since 2019) Present).     

  (1) The address of each trustee and officer is c/o Neiman Funds, 305 Spindrift Drive, Williamsville, NY, 14221.
(2) Michael Lomas and Daniel Neiman are considered to be “interested persons” as defined in Section 2(a)(19) of
the Investment Company Act of 1940 by virtue of their affiliation with the Adviser.

Independent Trustees

      Principal  Number of  Other 
Name,  Position  Length of  Occupation(s)   Portfolios    Directorships
Address(3),  with the  Time Served  During  Overseen by  Held by 
and Age  Trust    Past 5 Years  Trustee  Trustee 
 
Robert Boerner,  Independent  Since 2023  Owner/Broker of Gecko Realty  5  PFS Funds, 
Year of Birth: 1969  Trustee    (2008 to current).    Blue Chip 
          Investor 
          Funds 
Darla Clark,  Independent  Since 2003  Bank Officer, Senior Vice  5  None 
Year of Birth: 1950  Trustee    President of Pacific Premier Bank     
      Inc. (2001-2020).     
          None 
Suzanne Cowan Dimeff,  Independent  Since 2003  Attorney at Dimeff Law Offices,  5   
Year of Birth: 1953  Trustee    Tax & Estate Planning Attorney     
      (2000- Present).     

(3) The address of each trustee is c/o Neiman Funds, 305 Spindrift Drive, Williamsville, NY, 14221.

 

2024 Annual Report 22

Board of Trustees
Robert Boerner
Darla Clark
Suzanne Cowan Dimeff
Michael Lomas

Investment Adviser
Neiman Funds Management LLC
305 Spindrift Drive
Williamsville, NY 14221

Dividend Paying Agent,
Shareholders' Servicing Agent,
Transfer Agent
Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

Fund Administrator
Premier Fund Solutions Inc.
1939 Friendship Drive, Suite C
El Cajon, CA 92020

Legal Counsel
Thompson Hine LLP
312 Walnut Street, 14th Floor
Cincinnati, OH 45202

Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 North Water St., Suite 830
Milwaukee, WI 53202

Distributor
Arbor Court Capital, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

 

 

 

  This report is provided for the general information of the shareholders of the Neiman
Large Cap Value Fund. This report is not intended for distribution to prospective
investors in the Fund, unless preceded or accompanied by an effective prospectus.

(b) Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and the principal financial officer. The registrant has not made any amendments to its code of ethics during the covered period. The registrant has not granted any waivers from any provisions of the code of ethics during the covered period. A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee. The registrant believes that the experience provided by each member of the audit committee together offers the registrant adequate oversight for the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.

(a-d) The following table details the aggregate fees billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant to the registrant. The principal accountant has provided no services to the adviser or any entity controlled by, or under common control with the adviser that provides ongoing services to the registrant.

    FYE 3/31/2024    FYE 3/31/2023 
Audit Fees    $15,250    $15,250 
Audit-Related Fees    $0    $0 
Tax Fees    $3,000    $3,000 
All Other Fees    $750    $750 

Nature of Tax Fees: preparation of Excise Tax Statement, 1120 RIC, and review of year end dividend calculation.
Nature of All Other Fees: Review of Semi-Annual Report.

(e) (1) The audit committee approves all audit and non-audit related services and, therefore, has not adopted pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

(e) (2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

(g) The following table indicates the aggregate non-audit fees billed by the registrant’s principal accountant for services to the registrant , the registrant’s investment adviser (not sub-adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, for the last two years.

Non-Audit Fees    FYE 3/31/2024    FYE 3/31/2023 
Registrant  $ 3,750    3,750 
Registrant’s Investment Adviser  $ 0  $ 0 

(h) The principal accountant provided no services to the investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Companies. Not applicable.

Item 6. Investments.

(a) Not applicable. Schedule filed with Item 1.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable.

Item 8. Portfolio Managers of Closed End Management Investment Companies. Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s president and chief financial officer concluded that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a -3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a -3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a -15(b) or 240.15d -15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a -3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Code of Ethics. Filed herewith.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Neiman Funds

  By: /s/Daniel Neiman
Daniel Neiman
President

  Date: 6/4/2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  By: /s/Daniel Neiman
Daniel Neiman
President

  Date: 6/4/2024

 

 

By: /s/Daniel Neiman
Daniel Neiman
Chief Financial Officer

          Date: 6/4/2024