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 number811-21290
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:(716) 633-1515
Date of fiscal year end:March 31
Date of reporting period:September 30, 2019
Item 1. Reports to Stockholders.
Neiman Large Cap Value Fund
No-Load Shares (NEIMX)
Class A Shares (NEAMX)
For Investors Seeking Long-Term Capital Appreciation
SEMI-ANNUALREPORT
September 30, 2019
IMPORTANT NOTE:Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electroni- cally by calling or sending an email request.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling or sending an email request. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary. |
NEIMAN LARGE CAP VALUE FUND (Unaudited)
PERFORMANCE INFORMATION
AVERAGE ANNUAL TOTAL RATE OF RETURN (%) FOR THE PERIODS ENDED SEPTEMBER 30, 2019.
| 1 Year(A) | | 3 Years(A) | | 5 Years(A) | | 10 Years(A) | |
No-Load Shares(B) | 3.75% | | 10.80% | | 7.82% | | 9.61% | |
Standard & Poor’s 500 Index(D) | 4.25% | | 13.39% | | 10.84% | | 13.24% | |
|
| | | | | | | Since | |
| 1 Year(A) | | 3 Years(A) | | 5 Years(A) | | Inception(A) | |
Class A Shares(C)(with sales charge)* | -2.22% | | 8.64% | | 6.55% | | 9.05% | |
Class A Shares(C)(without sales charge)* | 3.75% | | 10.80% | | 7.82% | | 9.95% | |
Standard & Poor’s 500 Index(D) | 4.25% | | 13.39% | | 10.84% | | 13.74% | |
Total Annual Fund Operating Expense Ratio (from 08/01/19 Prospectus):
| No-Load Shares - Gross 1.55%, Net 1.47% Class A Shares - Gross 1.80%, Net 1.47% |
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 Since Inception (10 Years for No-Load Shares) returns include change in share prices and in each case includes reinvestment of any dividends and capital gain distributions. Investment per- formance reflects fee waivers in effect. In the absence of such waivers, total returns would be reduced.
(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. The since inception performance information for the index is calculated from August 1, 2012 for comparing the Class A shares. 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.
PASTPERFORMANCEDOESNOTGUARANTEEFUTURERESULTS. INVESTMENTRETURNANDPRINCIPALVALUEWILL FLUCTUATESOTHATSHARES, WHENREDEEMED, MAYBEWORTHMOREORLESSTHANTHEIRORIGINALCOST. RETURNS DONOTREFLECTTHEDEDUCTIONOFTAXESTHATA SHAREHOLDERWOULDPAYONFUNDDISTRIBUTIONSORTHE REDEMPTIONOFFUNDSHARES. CURRENTPERFORMANCEMAYBELOWERORHIGHERTHANTHEPERFORMANCEDATA QUOTED. TOOBTAINPERFORMANCEDATACURRENTTOTHEMOSTRECENTMONTHEND, PLEASECALL1-877-385-2720. ANINVESTMENTINTHEFUND ISSUBJECT TOINVESTMENTRISKS, INCLUDINGTHEPOSSIBLELOSSOFPRINCIPALAMOUNT INVESTED. THEFUND’SDISTRIBUTOR ISARBORCOURTCAPITALLLC. |
2019 Semi-Annual Report 1
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 April 1, 2019 through September 30, 2019.
The first line of the 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 the 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 maintenance 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 | | April 1, 2019 to |
| | April 1, 2019 | | September 30, 2019 | | September 30, 2019 |
|
Actual | | $1,000.00 | | $1,059.12 | | $7.48 |
|
Hypothetical | | $1,000.00 | | $1,017.80 | | $7.33 |
(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 183/365 (to reflect the one-half year period.) |
|
Class A Shares | | | | | | |
|
| | | | | | Expenses Paid |
| | Beginning | | Ending | | During the Period* |
| | Account Value | | Account Value | | April 1, 2019 to |
| | April 1, 2019 | | September 30, 2019 | | September 30, 2019 |
|
Actual | | $1,000.00 | | $1,059.12 | | $7.48 |
|
Hypothetical | | $1,000.00 | | $1,017.80 | | $7.33 |
(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 183/365 (to reflect the one-half year period.) |
|
2019 Semi-Annual Report 2
NEIMAN LARGE CAP VALUE FUND (Unaudited)
Neiman Large Cap Value Fund
by Sectors (as a percentage of Net Assets)
(Unaudited)
![](https://capedge.com/proxy/N-CSRS/0001413042-19-000363/neimann-csr09302019x5x1.jpg)
* Liabilities include Options Written.
Availability of Quarterly Schedule of Investments
The Fund 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-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov.
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.
Information regarding how the Fund voted proxies, Form N-PX, relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling our toll free number (1-877-385-2720). This information is also available on the SEC’s website at http://www.sec.gov.
2019 Semi-Annual Report 3
Neiman Large Cap Value Fund | | | | |
| | | Schedule of Investments |
| | | September 30, 2019 (Unaudited) |
Shares | | Fair Value | % of Net Assets |
COMMON STOCKS | | | | |
| | | | |
Accident & Health Insurance | | | | |
13,800 | Aflac Incorporated + | $ | 722,016 | | |
4,600 | Reinsurance Group of America Incorporated | | 735,448 | | |
| | | 1,457,464 | 4.15 | % |
Aircraft Engines & Engine Parts | | | | |
5,700 | United Technologies Corp. | | 778,164 | 2.21 | % |
Cable & Other Pay Television Services | | | | |
6,200 | The Walt Disney Company | | 807,984 | 2.30 | % |
Commercial Banks, NEC | | | | |
11,800 | The Toronto-Dominion Bank (Canada) | | 687,468 | 1.96 | % |
Computer Communications Equipment | | | | |
16,600 | Cisco Systems, Inc. | | 820,206 | 2.33 | % |
Electronic Computers | | | | |
4,800 | Apple Inc. | | 1,075,056 | 3.06 | % |
Electric & Other Services Combined | | | | |
12,600 | Public Service Enterprise Group Incorporated | | 782,208 | 2.23 | % |
Electric Services | | | | |
11,700 | Southern Co. | | 722,709 | 2.05 | % |
Fire, Marine & Casualty Insurance | | | | |
5,180 | Chubb Limited (Switzerland) + | | 836,259 | | |
10,500 | The Progressive Corporation + | | 811,125 | | |
| | | 1,647,384 | 4.69 | % |
Gas & Other Services Combined | | | | |
5,800 | Sempra Energy + | | 856,138 | 2.44 | % |
Hospitals & Medical Service Plans | | | | |
2,800 | UnitedHealth Group, Inc. | | 608,496 | 1.73 | % |
Life Insurance | | | | | |
18,000 | Sun Life Financial Inc. (Canada) | | 806,580 | 2.29 | % |
Motor Vehicles & Passenger Car Bodies | | | | |
4,400 | Toyota Motor Corporation * + | | 591,756 | 1.68 | % |
National Commercial Banks | | | | |
13,800 | BB&T Corporation | | 736,506 | | |
5,200 | The PNC Financial Services Group, Inc. | | 728,832 | | |
10,600 | SunTrust Banks, Inc. + | | 729,280 | | |
| | | 2,194,618 | 6.24 | % |
Petroleum Refining | | | | |
5,800 | Chevron Corp. | | 687,880 | | |
7,000 | Phillips 66 | | 716,800 | | |
8,000 | Valero Energy Corporation | | 681,920 | | |
| | | 2,086,600 | 5.94 | % |
Pharmaceutical Preparations | | | | |
5,000 | Johnson & Johnson | | 646,900 | 1.84 | % |
Railroads, Line-Haul Operating | | | | |
7,800 | Canadian National Railway Company (Canada) + | | 700,908 | | |
4,700 | Union Pacific Corporation | | 761,306 | | |
| | | 1,462,214 | 4.16 | % |
Retail - Eating Places | | | | |
7,100 | Darden Restaurants, Inc. | | 839,362 | | |
3,700 | McDonald's Corp. | | 794,427 | | |
| | | 1,633,789 | 4.65 | % |
Retail - Variety Stores | | | | |
3,600 | Costco Wholesale Corp. + | | 1,037,196 | 2.95 | % |
+ Portion or all of the security is pledged as collateral for call options written. * ADR - American Depositary Receipt. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 4
Neiman Large Cap Value Fund |
| | | | Schedule of Investments |
| | | September 30, 2019 (Unaudited) |
Shares | | | | Fair Value | | % of Net Assets |
COMMON STOCKS | | | | | | |
| | | | | | |
Rubber & Plastic Footwear | | | | | | |
9,400 | Nike Inc. Class B | $ | 882,848 | | 2.51 | % |
Search, Detection, Navigation, Guidance, Aeronautical Systems | | | | | | |
3,900 | Raytheon Company | | | 765,141 | | 2.18 | % |
Security & Commodity Brokers, Dealers, Exchanges & Services | | | | | | |
1,600 | BlackRock, Inc. | | | 713,024 | | | |
4,100 | CME Group Inc. | | | 866,494 | | | |
| | | | 1,579,518 | | 4.49 | % |
Semiconductors & Related Devices | | | | | | |
16,200 | Intel Corporation | | | 834,786 | | 2.37 | % |
Services - Business Services, NEC | | | | | | |
4,500 | Accenture plc Class A (Ireland) | | | 865,575 | | 2.46 | % |
Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics | | | | | | |
5,500 | Procter & Gamble Co. | | | 684,090 | | 1.95 | % |
Telephone Communications (No Radiotelephone) | | | | | | |
17,200 | AT&T Inc. | | | 650,848 | | 1.85 | % |
Tobacco Products | | | | | | |
14,400 | Altria Group Inc. | | | 588,960 | | | |
8,800 | Philip Morris International, Inc. | | | 668,184 | | | |
| | | | 1,257,144 | | 3.58 | % |
Total for Common Stocks (Cost $19,231,616) | | | 28,222,880 | | 80.29 | % |
| | | | | | |
MONEY MARKET FUNDS | | | | | | |
6,788,021 | Fidelity® Investments Money Market - Government Portfolio - | | | | |
| Class I 1.86% ** | | | 6,788,021 | | 19.31 | % |
Total for Money Market Funds (Cost $6,788,021) | | | | | | |
| Total Investments | | | 35,010,901 | | 99.60 | % |
| (Cost $26,019,637) | | | | | | |
| Other Assets in Excess of Liabilities | | | 140,733 | | 0.40 | % |
| Net Assets | $ | 35,151,634 | | 100.00 | % |
** The rate shown represents the 7-day yield at September 30, 2019. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 5
Neiman Large Cap Value Fund |
| | | Schedule of Call Options Written |
| | | September 30, 2019 (Unaudited) |
Underlying Security | Call Option | | | Notional | | | Fair Value |
Expiration Date/Exercise Price | Contracts | | | Amount | | | |
Aflac Incorporated | | | | | | | |
November 15, 2019 Calls @ 57.50 | 30 | $ | 156,960 | | $ | 300 |
Canadian National Railway Company (Canada) *** | | | | | | | |
October 18, 2019 Calls @ 100.00 | 16 | | | 143,776 | | | 160 |
Chubb Limited (Switzerland) *** | | | | | | | |
November 15, 2019 Calls @ 160.00 | 10 | | | 161,440 | | | 5,400 |
Costco Wholesale Corp. | | | | | | | |
October 18, 2019 Calls @ 280.00 | 7 | | | 201,677 | | | 9,359 |
The Progressive Corporation *** | | | | | | | |
November 15, 2019 Calls @ 90.00 | 20 | | | 154,500 | | | 600 |
Sempra Energy | | | | | | | |
October 18, 2019 Calls @ 150.00 | 12 | | | 177,132 | | | 1,440 |
SunTrust Banks, Inc. | | | | | | | |
October 18, 2019 Calls @ 70.00 | 20 | | | 137,600 | | | 1,840 |
Toyota Motor Corporation | | | | | | | |
October 18, 2019 Calls @ 135.00 | 10 | | | 134,490 | | | 1,620 |
Total (Premiums Received $16,617) | | $ | 1,267,575 | | $ | 20,719 |
*** Denotes Level 2 valuation. See Note 3.
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 6
Neiman Large Cap Value Fund | | |
|
Statement of Assets and Liabilities (Unaudited) | | |
September 30, 2019 | | |
Assets: | | |
Investments at Fair Value | $ | 35,010,901 |
(Cost $26,019,637) | | |
Cash | | 129,969 |
Prepaid Expenses | | 20,195 |
Receivables: | | |
Shareholder Purchases | | 3,000 |
Dividends | | 60,297 |
Total Assets | | 35,224,362 |
Liabilities: | | |
Covered Call Options Written at Fair Value (Premiums Received $16,617) | | 20,719 |
Due to Adviser | | 27,167 |
Payable for Shareholder Redemptions | | 2,195 |
Accrued Distribution and Service (12b-1) Fees | | 1,641 |
Accrued Compliance Officer Expense | | 1,006 |
Accrued Trustees Fees | | 910 |
Other Accrued Expenses | | 19,090 |
Total Liabilities | | 72,728 |
Net Assets | $ | 35,151,634 |
Net Assets Consist of: | | |
Paid In Capital | $ | 25,613,134 |
Total Distributable Earnings | | 9,538,500 |
Net Assets | $ | 35,151,634 |
|
No-Load Shares | | |
Net Assets | $ | 32,489,211 |
Shares of beneficial interest outstanding | | |
(Unlimited number of shares authorized without par value) | | 1,111,569 |
Net Asset Value, Maximum Offering Price and Redemption Price Per Share | $ | 29.23 |
|
Class A Shares | | |
Net Assets | $ | 2,662,423 |
Shares of beneficial interest outstanding | | |
(Unlimited number of shares authorized without par value) | | 91,090 |
Net Asset Value and Redemption Price Per Share | $ | 29.23 |
Maximum Offering Price Per Share ($29.23/0.9425) * | $ | 31.01 |
* Reflects a maximum sales charge of 5.75% .
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 7
Neiman Large Cap Value Fund | | | |
|
Statement of Operations (Unaudited) | | | |
For the six month period ended September 30, 2019 | | | |
|
Investment Income: | | | |
Dividends (Net of foreign withholding tax of $6,147) | $ | 433,349 | |
Total Investment Income | | 433,349 | |
|
Expenses: | | | |
Management Fees | | 169,510 | |
Transfer Agent Fees & Accounting Fees | | 23,356 | |
Distribution and Service (12b-1) Fees - Class A | | 3,229 | |
Administration Fees | | 15,041 | |
Registration Expense | | 12,975 | |
Audit Fees | | 9,285 | |
Custody Fees | | 5,415 | |
Legal Fees | | 4,503 | |
Insurance Expense | | 2,507 | |
Miscellaneous Expense | | 3,008 | |
Printing and Postage Expense | | 2,006 | |
Compliance Officer Expense | | 2,006 | |
Trustees Fees | | 2,910 | |
Total Expenses | | 255,751 | |
Less: Expense Waiver / Expense Reimbursement | | (9,961 | ) |
Net Expenses | | 245,790 | |
Net Investment Income (Loss) | | 187,559 | |
|
Net Realized and Unrealized Gain (Loss) on Investments & Options Written: | | | |
Net Realized Gain (Loss) on Investments | | 673,350 | |
Net Realized Gain (Loss) on Options Written | | (5,288 | ) |
Net Change In Unrealized Appreciation (Depreciation) on Investments | | 1,085,411 | |
Net Change In Unrealized Appreciation (Depreciation) on Options Written | | 7,910 | |
Net Realized and Unrealized Gain (Loss) on Investments & Options Written | | 1,761,383 | |
|
Net Increase (Decrease) in Net Assets from Operations | $ | 1,948,942 | |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 8
Neiman Large Cap Value Fund |
| |
Statements of Changes in Net Assets | | (Unaudited) | | | | | | |
| | 4/1/2019 | | | | 4/1/2018 | | |
| | to | | | | to | | |
| | 9/30/2019 | | | | 3/31/2019 | | |
From Operations: | | | | | | | | |
Net Investment Income (Loss) | $ | 187,559 | | | $ | 390,413 | | |
Net Realized Gain (Loss) on Investments | | 673,350 | | | | (107,897 | ) | |
Net Realized Gain (Loss) on Options Written | | (5,288 | ) | | | 14,602 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | | | | | | |
on Investments and Options Written | | 1,093,321 | | | | 989,739 | | |
Net Increase (Decrease) in Net Assets from Operations | | 1,948,942 | | | | 1,286,857 | | |
From Distributions to Shareholders: | | | | | | | | |
No-Load Shares | | (159,991 | ) | | | (717,251 | ) | |
Class A Shares | | (13,030 | ) | | | (46,878 | ) | |
Change in Net Assets from Distributions | | (173,021 | ) | | | (764,129 | ) | |
From Capital Share Transactions: | | | | | | | | |
Proceeds From Sale of Shares | | | | | | | | |
No-Load Shares | | 3,536,258 | | | | 10,093,481 | | |
Class A Shares | | 146,088 | | | | 920,389 | | |
Shares Issued on Reinvestment of Dividends | | | | | | | | |
No-Load Shares | | 158,990 | | | | 669,697 | | |
Class A Shares | | 11,232 | | | | 37,882 | | |
Cost of Shares Redeemed | | | | | | | | |
No-Load Shares | | (3,281,807 | ) | | | (6,193,084 | ) | |
Class A Shares | | (172,392 | ) | | | (79,909 | ) | |
Net Increase (Decrease) from Shareholder Activity | | 398,369 | | | | 5,448,456 | | |
Net Increase (Decrease) in Net Assets | | 2,174,290 | | | | 5,971,184 | | |
Net Assets at Beginning of Period | | 32,977,344 | | | | 27,006,160 | | |
Net Assets at End of Period | $ | 35,151,634 | | | $ | 32,977,344 | | |
| |
Share Transactions: | | | | | | | | |
Issued | | | | | | | | |
No-Load Shares | | 124,047 | | | | 369,281 | | |
Class A Shares | | 5,152 | | | | 33,333 | | |
Reinvested | | | | | | | | |
No-Load Shares | | 5,579 | | | | 25,464 | | |
Class A Shares | | 394 | | | | 1,440 | | |
Redeemed | | | | | | | | |
No-Load Shares | | (115,222 | ) | | | (226,502 | ) | |
Class A Shares | | (6,051 | ) | | | (2,985 | ) | |
Net Increase (Decrease) in Shares | | 13,899 | | | | 200,031 | | |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 9
Neiman Large Cap Value Fund |
| |
Financial Highlights - No-Load Class | | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | |
Selected data for a share outstanding | | 4/1/2019 | | | | 4/1/2018 | | | | 4/1/2017 | | | | 4/1/2016 | | | | 4/1/2015 | | | | 4/1/2014 | | |
throughout the period: | | to | | | | to | | | | to | | | | to | | | | to | | | | to | | |
| | 9/30/2019 | | | | 3/31/2019 | | | | 3/31/2018 | | | | 3/31/2017 | | | | 3/31/2016 | | | | 3/31/2015 | | |
Net Asset Value - | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of Period | $ | 27.74 | | | $ | 27.31 | | | $ | 26.05 | | | $ | 25.28 | | | $ | 27.16 | | | $ | 27.21 | | |
Net Investment Income (Loss)(a) | | 0.16 | | | | 0.36 | | | | 0.30 | | | | 0.30 | | | | 0.28 | | | | 0.23 | | |
Net Realized and Unrealized Gains (Losses) | | | | | | | | | | | | | | | | | | | | | | | | |
on Investments(b) | | 1.48 | | | | 0.80 | | | | 2.82 | | | | 3.04 | | | | (1.11 | ) | | | 2.67 | | |
Total from Investment Operations | | 1.64 | | | | 1.16 | | | | 3.12 | | | | 3.34 | | | | (0.83 | ) | | | 2.90 | | |
| |
Distributions (From Net Investment Income) | | (0.15 | ) | | | (0.30 | ) | | | (0.30 | ) | | | (0.32 | ) | | | (0.30 | ) | | | (0.17 | ) | |
Distributions (From Capital Gains) | | 0.00 | | | | (0.43 | ) | | | (1.56 | ) | | | (2.25 | ) | | | (0.75 | ) | | | (2.78 | ) | |
Total Distributions | | (0.15 | ) | | | (0.73 | ) | | | (1.86 | ) | | | (2.57 | ) | | | (1.05 | ) | | | (2.95 | ) | |
Net Asset Value - | | | | | | | | | | | | | | | | | | | | | | | | |
End of Period | $ | 29.23 | | | $ | 27.74 | | | $ | 27.31 | | | $ | 26.05 | | | $ | 25.28 | | | $ | 27.16 | | |
Total Return(c) | | 5.91% | | * | | 4.41% | | | | 12.35% | | | | 13.50% | | | | (3.10)% | | | | 10.84% | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets - End of Period (Thousands) | $ | 32,489 | | | $ | 30,436 | | | $ | 25,373 | | | $ | 23,164 | | | $ | 27,940 | | | $ | 34,876 | | |
Before Waiver/Reimbursement | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets | | 1.49% | | ** | | 1.53% | | | | 1.57% | | | | 1.60% | | | | 1.52% | | | | 1.50% | | |
Ratio of Net Investment Income (Loss) to | | | | | | | | | | | | | | | | | | | | | | | | |
Average Net Assets | | 1.06% | | ** | | 1.23% | | | | 0.99% | | | | 1.03% | | | | 1.02% | | | | 0.77% | | |
After Waiver/Reimbursement | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets | | 1.45% | | ** | | 1.45% | | | | 1.45% | | | | 1.45% | | | | 1.45% | | | | 1.45% | | |
Ratio of Net Investment Income (Loss) to | | | | | | | | | | | | | | | | | | | | | | | | |
Average Net Assets | | 1.10% | | ** | | 1.31% | | | | 1.11% | | | | 1.18% | | | | 1.08% | | | | 0.82% | | |
Portfolio Turnover Rate | | 0.00% | | * | | 18.60% | | | | 21.13% | | | | 32.11% | | | | 55.34% | | | | 46.97% | | |
| * Not Annualized. ** Annualized. (a) Based on Average Shares Outstanding. (b) Realized and unrealized gains and 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. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 10
Neiman Large Cap Value Fund |
| |
Financial Highlights - Class A | | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | |
Selected data for a share outstanding | | 4/1/2019 | | | | 4/1/2018 | | | | 4/1/2017 | | | | 4/1/2016 | | | | 4/1/2015 | | | | 4/1/2014 | | |
throughout the period: | | to | | | | to | | | | to | | | | to | | | | to | | | | to | | |
| | 9/30/2019 | | | | 3/31/2019 | | | | 3/31/2018 | | | | 3/31/2017 | | | | 3/31/2016 | | | | 3/31/2015 | | |
Net Asset Value - | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of Period | $ | 27.74 | | | $ | 27.31 | | | $ | 26.05 | | | $ | 25.28 | | | $ | 27.16 | | | $ | 27.21 | | |
Net Investment Income (Loss)(a) | | 0.16 | | | | 0.36 | | | | 0.30 | | | | 0.31 | | | | 0.28 | | | | 0.21 | | |
Net Realized and Unrealized Gains (Losses) | | | | | | | | | | | | | | | | | | | | | | | | |
on Investments(b) | | 1.48 | | | | 0.80 | | | | 2.82 | | | | 3.03 | | | | (1.11 | ) | | | 2.69 | | |
Total from Investment Operations | | 1.64 | | | | 1.16 | | | | 3.12 | | | | 3.34 | | | | (0.83 | ) | | | 2.90 | | |
| |
Distributions (From Net Investment Income) | | (0.15 | ) | | | (0.30 | ) | | | (0.30 | ) | | | (0.32 | ) | | | (0.30 | ) | | | (0.17 | ) | |
Distributions (From Capital Gains) | | 0.00 | | | | (0.43 | ) | | | (1.56 | ) | | | (2.25 | ) | | | (0.75 | ) | | | (2.78 | ) | |
Total Distributions | | (0.15 | ) | | | (0.73 | ) | | | (1.86 | ) | | | (2.57 | ) | | | (1.05 | ) | | | (2.95 | ) | |
Net Asset Value - | | | | | | | | | | | | | | | | | | | | | | | | |
End of Period | $ | 29.23 | | | $ | 27.74 | | | $ | 27.31 | | | $ | 26.05 | | | $ | 25.28 | | | $ | 27.16 | | |
Total Return(c) | | 5.91% | | * | | 4.41% | | | | 12.35% | | | | 13.50% | | | | (3.10)% | | | | 10.84% | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets - End of Period (Thousands) | $ | 2,662 | | | $ | 2,541 | | | $ | 1,634 | | | $ | 1,401 | | | $ | 1,076 | | | $ | 879 | | |
Before Waiver/Reimbursement | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets | | 1.74% | | ** | | 1.78% | | | | 1.82% | | | | 1.85% | | | | 1.77% | | | | 1.75% | | |
Ratio of Net Investment Income (Loss) to | | | | | | | | | | | | | | | | | | | | | | | | |
Average Net Assets | | 0.82% | | ** | | 0.98% | | | | 0.74% | | | | 0.80% | | | | 0.79% | | | | 0.47% | | |
After Waiver/Reimbursement | | | | | | | | | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets | | 1.45% | | ** | | 1.45% | | | | 1.45% | | | | 1.45% | | | | 1.45% | | | | 1.45% | | |
Ratio of Net Investment Income (Loss) to | | | | | | | | | | | | | | | | | | | | | | | | |
Average Net Assets | | 1.11% | | ** | | 1.31% | | | | 1.11% | | | | 1.19% | | | | 1.11% | | | | 0.77% | | |
Portfolio Turnover Rate | | 0.00% | | * | | 18.60% | | | | 21.13% | | | | 32.11% | | | | 55.34% | | | | 46.97% | | |
* Not Annualized. ** Annualized. (a) Based on Average Shares Outstanding. (b) Realized and unrealized gains and 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. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 11
NOTES TO FINANCIAL STATEMENTS NEIMAN LARGE CAP VALUE FUND September 30, 2019 (Unaudited)
|
1.) ORGANIZATION
Neiman Large Cap Value Fund (the “Fund”) is a diversified series of the Neiman Funds (the “Trust”), an open-end management investment company. The Trust was organized in Ohio as a business trust on January 3, 2003 and may offer shares of beneficial interest in a number of separate series, each series representing a distinct fund with its own investment objectives and policies. As of September 30, 2019, there are two 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. 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. No-Load shares of the Fund are offered at net asset value without an initial sales charge.
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 946Financial 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
2019 Semi-Annual Report 12
Notes to Financial Statements (Unaudited) - continued
tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the Statement of Operations. During the six month period ended September 30, 2019, the Fund did not incur any interest or penalties.
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.
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 most 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 - 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.
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
2019 Semi-Annual Report 13
Notes to Financial Statements (Unaudited) - continued
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. 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 Adviser 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. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted securities are being valued, such securities are valued as determined in good faith by the Adviser, subject to review of the Board of Trustees (the “Trustees” or the “Board”) and are categorized in level 2 or level 3, when appropriate.
Money market funds. Shares of 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 a written option, 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.
In accordance with the Trust’s good faith pricing guidelines, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. There is no single standard for determining fair value, since fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.
The following table summarizes the inputs used to value the Fund’s assets and liabilities measured at fair value as of September 30, 2019:
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks | | $28,222,880 | | $0 | | $0 | | $28,222,880 |
Money Market Funds | | 6,788,021 | | 0 | | 0 | | 6,788,021 |
Total | | $35,010,901 | | $0 | | $0 | | $35,010,901 |
|
Valuation Inputs of Liabilities | | Level 1 | | Level 2 | | Level 3 | | Total |
Options Written | | $14,559 | | $6,160 | | $0 | | $20,719 |
Total | | $14,559 | | $6,160 | | $0 | | $20,719 |
Refer to the Fund’s Schedule of Investments for a listing of securities by industry. The Fund did not hold any Level 3 assets or liabilities during the six month period ended September 30, 2019.
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
2019 Semi-Annual Report 14
Notes to Financial Statements (Unaudited) - continued
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 six month period ended September 30, 2019, the Adviser earned management fees totaling $169,510 before the waiver of management fees and reimbursement of expenses described below. The Adviser has contractually agreed to waive management fees and reimburse expenses, without recoupment, to the extent necessary to maintain total annual operating expenses of the Fund (excluding brokerage fees and commissions, interest and other borrowing expenses, taxes, indirect expenses (such as expenses of other investment companies in which the Fund invests) and extraordinary expenses) at 1.45% of its average daily net assets for No-Load Class shares and at 1.45% of its average daily net assets for Class A shares through July 31, 2020. The fee waiver will automatically terminate on July 31, 2020 unless it is renewed by the Adviser. The Adviser may not terminate the fee waiver or expense reimbursement before July 31, 2020.
For the six month period ended September 30, 2019, the Adviser waived fees and/or reimbursed expenses in the amounts of $6,220 and $3,741 with no recapture provision for No Load and Class A, respectively. The Fund owed the Adviser $27,167 at September 30, 2019. 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 six month period ended September 30, 2019, there was $3,229 of 12b-1 fees incurred by Class A shares. As of September 30, 2019, the Fund had an accrued liability of $1,641 which represents 12b-1 fees accrued and available for payment for qualified expenses under the Plan.
6.) RELATED PARTY TRANSACTIONS
During the six month period ended September 30, 2019, certain owners of the Adviser earned financial benefits from the sale of Fund shares through Peak Brokerage Services, LLC (“Peak”), a FINRA registered broker/dealer. During the six month period ended September 30, 2019, Peak earned $2,833 from the sale of the Fund’s Class A shares, a portion of which was paid to owners of the Adviser. Additionally, during the six month period ended September 30, 2019, Peak earned $777 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 $2,006 for his services during the six month period ended September 30, 2019. Mr. D. Neiman is a control person of the Adviser and President of the Trust. The Fund owed the Chief Compliance Officer $1,006 at September 30, 2019.
7.) PURCHASES AND SALES OF SECURITIES
For the six month period ended September 30, 2019, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $0 and $3,348,326, 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 September 30, 2019, National Financial Services LLC located at 200 Liberty Street, New York, New York, for the benefit of its customers, owned, in the aggregate, 73.09% of the Fund between the No Load Class and Class A, and therefore may be deemed to control the Fund.
9.) WRITTEN OPTIONS
As ofSeptember 30, 2019, portfolio securities valued at $1,267,575 were held by the Fund as collateral for options written by the Fund.
2019 Semi-Annual Report 15
Notes to Financial Statements (Unaudited) - continued
For the six month period ended September 30, 2019, 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:
| Number of | | | Premiums | |
| Contracts | | | Received | |
Options outstanding at March 31, 2019 | 779 | | | $95,959 | |
Options written | 420 | | | 46,846 | |
Options terminated in closing purchase transactions | (785 | ) | | (95,973 | ) |
Options expired | (205 | ) | | (26,240 | ) |
Options exercised | (84 | ) | | (3,975 | ) |
Options outstanding at September 30, 2019 | 125 | | | $16,617 | |
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 ($20,719) |
Realized and unrealized gains and losses on derivatives contracts entered into during the six month period ended September 30, 2019 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 | | ($5,288) | | Appreciation (Depreciation) | | $7,910 |
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. Written call options 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 six month period ended September 30, 2019, the Fund was not subject to any master netting arrangements.
10.)TAX MATTERS
For Federal income tax purposes, the cost of investments owned at September 30, 2019 was $26,019,637, and premiums received from options written was $16,617.
At September 30, 2019, 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) |
| $9,247,619 | | ($260,457) | | $8,987,162 |
The tax character of distributions for the No-Load Class was as follows:
| | Six months ended | | Year ended |
| | September 30, 2019 | | March 31, 2019 |
Ordinary Income: | | $ 159,991 | | $ 314,137 |
Long-term Capital Gain: | | 0 | | 403,114 |
| | $ 159,991 | | $ 717,251 |
2019 Semi-Annual Report 16
Notes to Financial Statements (Unaudited) - continued
The tax character of distributions for Class A was as follows:
| | Six months ended | | Year ended |
| | September 30, 2019 | | March 31, 2019 |
Ordinary Income: | | $ 13,030 | | $ 20,203 |
Long-term Capital Gain: | | 0 | | 26,675 |
| | $ 13,030 | | $ 46,878 |
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.
2019 Semi-Annual Report 17
Board of Trustees Darla Clark Suzanne Cowan Dimeff Michael Lomas Harvey Neiman
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
Custodian U.S. Bank, NA 425 Walnut Street P.O. Box 1118 Cincinnati, OH 45201
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. 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115
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 funds, unless preceded or accompanied by an effective prospectus. |
Neiman Opportunities Fund
Class A Shares (NEOMX)
For Investors Seeking Long-Term Capital Appreciation
SEMI-ANNUALREPORT
September 30, 2019
IMPORTANT NOTE:Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electroni- cally by calling or sending an email request.
You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by calling or sending an email request. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary. |
NEIMAN OPPORTUNITIES FUND(Unaudited)
NEIMAN OPPORTUNITIES FUND PERFORMANCE INFORMATION
AVERAGE ANNUAL RETURNS AS OF SEPTEMBER 30, 2019.
| | | | | Since | |
| 1 Year(A) | | 3 Year(A) | | Inception(A) | |
CLASS A (with sales charge)(B) | 1.16% | | 8.91% | | 8.43% | |
CLASS A (without sales charge)(B) | 7.32% | | 11.10% | | 10.29% | |
Standard & Poor’s 500 Index(C) | 4.25% | | 13.39% | | 13.38% | |
Annual Fund Operating Expense Ratio (from 08/01/19 Prospectus): Class A - Gross 2.53%, Net 1.53%
The Annual Fund Operating Expense Ratio reported above will 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 Year and Since Inception 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 Neiman Opportunities Fund commenced operations on April 1, 2016. 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)With sales charge returns reflect the deduction of the current maximum initial sales charge of 5.75% for Class A. Returns without sales charges do not reflect the current maximum sales charges. Had the sales charges been included, the returns would have been lower.
(C)The Standard & Poor’s 500 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.
PASTPERFORMANCEDOESNOTGUARANTEEFUTURERESULTS. INVESTMENTRETURNANDPRINCIPALVALUEWILLFLUCTUATESOTHATSHARES, WHENREDEEMED, MAYBEWORTHMOREORLESSTHANTHEIRORIGINALCOST. RETURNSDONOTREFLECTTHEDEDUCTIONOFTAXESTHATA SHAREHOLDERWOULDPAYONFUNDDISTRIBUTIONSORTHEREDEMPTIONOFFUNDSHARES. CURRENTPERFORMANCEMAYBELOWERORHIGHERTHANTHEPERFORMANCEDATAQUOTED. TOOBTAINPERFORMANCEDATACURRENTTOTHEMOSTRECENTMONTHEND, PLEASECALL1-877-385-2720. ANINVESTMENTINTHEFUND ISSUBJECT TOINVESTMENTRISKS, INCLUDINGTHEPOSSIBLELOSSOFPRINCIPALAMOUNTINVESTED. THEFUND’SDISTRIBUTOR ISARBORCOURTCAPITALLLC.
2019 Semi-Annual Report 1
NEIMAN OPPORTUNITIES FUND(Unaudited)
Neiman Opportunities Fund
by Sectors (as a percentage of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001413042-19-000363/neimann-csr09302019x23x1.jpg)
Availability of Quarterly Schedule of Investments
The Fund 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-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov.
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 availablewithout charge on the Fund’s website at www.neimanfunds.com or by calling our toll free number (1-877-385-2720). 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.
Information regarding how the Fund voted proxies, Form N-PX, relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling our toll free number (1-877-385-2720). This information is also available on the SEC’s website at http://www.sec.gov.
2019 Semi-Annual Report 2
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. Additionally, your account will be indirectly charged the expenses of the underlying funds. 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 period April 1, 2019 through September 30, 2019.
The first line of the 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 the 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), IRA maintenance 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.
Class A | | | | | | |
| | | | | | Expenses Paid |
| | Beginning | | Ending | | During the Period* |
| | Account Value | | Account Value | | April 1, 2019 to |
| | April 1, 2019 | | September 30, 2019 | | September 30, 2019 |
|
Actual | | $1,000.00 | | $1,108.28 | | $7.66 |
|
Hypothetical | | $1,000.00 | | $1,017.80 | | $7.33 |
(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 183/365 (to reflect the one-half year period). |
|
2019 Semi-Annual Report 3
Neiman Opportunities Fund |
| | | Schedule of Investments |
| | | September 30, 2019 (Unaudited) |
Shares | | | Fair Value | | % of Net Assets |
COMMON STOCKS | | | | | |
| | | | | |
Electrical & Other Services Combined | | | | | |
6,250 | WEC Energy Group, Inc. | $ | 594,375 | | 5.47 | % |
Electronic Computers | | | | | |
4,220 | NICE Ltd. * ** | | 606,836 | | 5.58 | % |
Fire, Marine & Casualty Insurance | | | | | |
5,550 | Cincinnati Financial Corporation | | 647,519 | | | |
5,900 | The Hartford Financial Services Group, Inc. | | 357,599 | | | |
| | | 1,005,118 | | 9.24 | % |
Insurance Agents, Brokers & Services | | | | | |
5,950 | Arthur J. Gallagher & Co. | | 532,941 | | | |
2,500 | Willis Towers Watson Public Limited Company (United Kingdom) | | 482,425 | | | |
| | | 1,015,366 | | 9.34 | % |
Operative Builders | | | | | |
7,000 | D.R. Horton, Inc. | | 368,970 | | 3.39 | % |
Orthopedic, Prosthetic & Surgical Appliances & Supplies | | | | | |
4,120 | STERIS plc (United Kingdom) | | 595,299 | | 5.47 | % |
Pumps & Pumping Equipment | | | | | |
2,900 | IDEX Corporation | | 475,252 | | 4.37 | % |
Refuse Systems | | | | | |
6,000 | Republic Services, Inc. | | 519,300 | | 4.78 | % |
Search, Detection, Navigation, Guidance, Aeronautical Systems | | | | | |
2,340 | L3Harris Technologies, Inc. | | 488,218 | | | |
1,800 | Teledyne Technologies Incorporated * | | 579,582 | | | |
| | | 1,067,800 | | 9.82 | % |
Services - Automotive Repair, Services & Parking | | | | | |
5,650 | MONRO, Inc. | | 446,406 | | 4.10 | % |
Services - Computer Integrated Systems Design | | | | | |
2,620 | CACI International Inc - Class A * | | 605,901 | | 5.57 | % |
Services - Engineering Services | | | | | |
6,400 | Tetra Tech, Inc. | | 555,264 | | 5.11 | % |
Services - Management Consulting Services | | | | | |
5,600 | FTI Consulting, Inc. * | | 593,544 | | 5.46 | % |
Services - Personal Services | | | | | |
1,800 | UniFirst Corporation | | 351,216 | | 3.23 | % |
Wholesale - Computers & Peripheral Equipment & Software | | | | | |
4,100 | Tech Data Corporation * | | 427,384 | | 3.93 | % |
Total for Common Stocks (Cost $7,672,699) | | 9,228,031 | | 84.86 | % |
REAL ESTATE INVESTMENT TRUSTS | | | | | |
7,300 | Agree Realty Corporation | | 533,995 | | | |
9,000 | National Retail Properties, Inc. | | 507,600 | | | |
Total for Real Estate Investment Trusts (Cost $912,211) | | 1,041,595 | | 9.58 | % |
| | | | | |
MONEY MARKET FUNDS | | | | | |
602,455 | Fidelity® Investments Money Market - Government Portfolio - | | | | | |
| Class I 1.86% *** | | 602,455 | | 5.54 | % |
Total for Money Market Funds (Cost $602,455) | | | | | |
| Total Investments | | 10,872,081 | | 99.98 | % |
| (Cost $9,187,365) | | | | | |
| Other Assets in Excess of Liabilities | | 2,676 | | 0.02 | % |
| Net Assets | $ | 10,874,757 | | 100.00 | % |
* Non-Income Producing Security. ** ADR - American Depositary Receipt. *** The Yield Rate shown represents the 7-day yield at September 30, 2019. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 4
Neiman Opportunities Fund | | |
|
Statement of Assets and Liabilities (Unaudited) | | |
September 30, 2019 | | |
Assets: | | |
Investments at Fair Value | $ | 10,872,081 |
(Cost $9,187,365) | | |
Cash | | 5,044 |
Prepaid Expenses | | 8,138 |
Receivables: | | |
Dividends | | 12,608 |
Total Assets | | 10,897,871 |
Liabilities | | |
Payable for Shareholder Redemptions | | 386 |
Accrued Management Fees | | 726 |
Accrued Distribution and Service (12b-1) Fees | | 3,675 |
Accrued Compliance Officer Expense | | 1,006 |
Accrued Trustees Fees | | 910 |
Other Accrued Expenses | | 16,411 |
Total Liabilities | | 23,114 |
Net Assets | $ | 10,874,757 |
Net Assets Consist of: | | |
Paid In Capital | $ | 9,256,088 |
Total Distributable Earnings | | 1,618,669 |
Net Assets | $ | 10,874,757 |
|
Net Assets | $ | 10,874,757 |
Shares of beneficial interest outstanding | | |
(Unlimited number of shares authorized without par value) | | 781,280 |
Net Asset Value, Offering and Redemption Price | $ | 13.92 |
Maximum Offering Price Per Share ($13.92/0.9425) * | $ | 14.77 |
* Reflects a maximum sales charge of 5.75% .
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 5
Neiman Opportunities Fund | | | |
|
Statement of Operations (Unaudited) | | | |
For the six month period ended September 30, 2019 | | | |
|
Investment Income: | | | |
Dividends (Net of foreign withholding tax $0) | $ | 68,740 | |
Total Investment Income | | 68,740 | |
Expenses: | | | |
Management fees | | 51,014 | |
Transfer agent fees & accounting fees | | 16,065 | |
Distribution and service (12b-1) fees | | 12,754 | |
Administration fees | | 12,032 | |
Audit fees | | 8,023 | |
Custody fees | | 4,941 | |
Registration expense | | 4,513 | |
Legal fees | | 4,503 | |
Miscellaneous expense | | 3,008 | |
Trustees fees | | 2,910 | |
Compliance officer expense | | 2,006 | |
Printing and postage expense | | 1,098 | |
Insurance fees | | 549 | |
Total Expenses | | 123,416 | |
Less: Expense Waiver / Expense Reimbursement | | (49,445 | ) |
Net Expenses | | 73,971 | |
Net Investment Income (Loss) | | (5,231 | ) |
Realized and Unrealized Gain (Loss) on Investments: | | | |
Net Realized Gain (Loss) on Investments | | 158,388 | |
Net Change In Unrealized Appreciation (Depreciation) on Investments | | 896,066 | |
Net Realized and Unrealized Gain (Loss) on Investments | | 1,054,454 | |
|
Net Increase (Decrease) in Net Assets from Operations | $ | 1,049,223 | |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 6
Neiman Opportunities Fund |
| |
Statements of Changes in Net Assets | | (Unaudited) | | | | | | |
| | 4/1/2019 | | | | 4/1/2018 | | |
| | to | | | | to | | |
| | 9/30/2019 | | | | 3/31/2019 | | |
From Operations: | | | | | | | | |
Net Investment Income (Loss) | $ | (5,231 | ) | | $ | (9,840 | ) | |
Net Realized Gain (Loss) on Investments | | 158,388 | | | | (219,204 | ) | |
Net Change in Unrealized Appreciation (Depreciation) on Investments | | 896,066 | | | | 3,508 | | |
Increase (Decrease) in Net Assets from Operations | | 1,049,223 | | | | (225,536 | ) | |
| |
From Distributions to Shareholders: | | - | | | | (39,569 | ) | |
From Capital Share Transactions: | | | | | | | | |
Proceeds From Sale of Shares | | 1,113,480 | | | | 3,818,661 | | |
Shares Issued on Reinvestment of Dividends | | - | | | | 6,390 | | |
Cost of Shares Redeemed | | (800,982 | ) | | | (2,065,553 | ) | |
Net Increase (Decrease) from Shareholder Activity | | 312,498 | | | | 1,759,498 | | |
Net Increase (Decrease) in Net Assets | | 1,361,721 | | | | 1,494,393 | | |
Net Assets at Beginning of Period | | 9,513,036 | | | | 8,018,643 | | |
Net Assets at End of Period | $ | 10,874,757 | | | $ | 9,513,036 | | |
| |
Share Transactions: | | | | | | | | |
Issued | | 84,798 | | | | 303,165 | | |
Reinvested | | - | | | | 483 | | |
Redeemed | | (60,948 | ) | | | (165,888 | ) | |
Net Increase (Decrease) in Shares | | 23,850 | | | | 137,760 | | |
Shares Outstanding at Beginning of Period | | 757,430 | | | | 619,670 | | |
Shares Outstanding at End of Period | | 781,280 | | | | 757,430 | | |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 7
Neiman Opportunities Fund |
| |
Financial Highlights | | (Unaudited) | | | | | | | | | | | | | | |
Selected data for a share outstanding throughout the period: | | 4/1/2019 | | | | 4/1/2018 | | | | 4/1/2017 | | | | 4/1/2016* | | |
| | to | | | | to | | | | to | | | | to | | |
| | 9/30/2019 | | | | 3/31/2019 | | | | 3/31/2018 | | | | 3/31/2017 | | |
Net Asset Value - | | | | | | | | | | | | | | | | |
Beginning of Period | $ | 12.56 | | | $ | 12.94 | | | $ | 11.13 | | | $ | 10.00 | | |
Net Investment Income (Loss)(a) | | (0.01 | ) | | | (0.01 | ) | | | (0.05 | ) | | | - | | + |
Net Realized and Unrealized Gains (Loss) on Investments(b) | | 1.37 | | | | (0.31 | ) | | | 1.94 | | | | 1.13 | | |
Total from Investment Operations | | 1.36 | | | | (0.32 | ) | | | 1.89 | | | | 1.13 | | |
Distributions (From Net Investment Income) | | - | | | | - | | | | (0.01 | ) | | | - | | |
Distributions (From Capital Gains) | | - | | | | (0.06 | ) | | | (0.07 | ) | | | - | | |
Total Distributions | | - | | | | (0.06 | ) | | | (0.08 | ) | | | - | | |
Net Asset Value - | | | | | | | | | | | | | | | | |
End of Period | $ | 13.92 | | | $ | 12.56 | | | $ | 12.94 | | | $ | 11.13 | | |
Total Return(c) | | 10.83% | | ** | | (2.49)% | | | | 17.07% | | | | 11.30% | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net Assets - End of Period (Thousands) | $ | 10,875 | | | $ | 9,513 | | | $ | 8,019 | | | $ | 3,717 | | |
Before Waiver/Reimbursement | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets(d) | | 2.41% | | *** | | 2.45% | | | | 3.22% | | | | 5.15% | | |
Ratio of Net Investment Income (Loss) to Average Net Assets(d)(e) | | -1.07% | | *** | | -1.11% | | | | -2.16% | | | | -3.73% | | |
After Waiver/Reimbursement | | | | | | | | | | | | | | | | |
Ratio of Expenses to Average Net Assets(d) | | 1.45% | | *** | | 1.45% | | | | 1.45% | | | | 1.45% | | |
Ratio of Net Investment Income (Loss) to Average Net Assets(d)(e) | | -0.10% | | *** | | -0.11% | | | | -0.39% | | | | -0.03% | | |
Portfolio Turnover Rate | | 48.88% | | ** | | 97.03% | | | | 40.09% | | | | 97.93% | | |
+ Less than +/- $0.005. * The Fund and Class A commenced operations on April 1, 2016. ** Not Annualized. *** Annualized. (a) Based on Average Shares Outstanding. (b) Realized and unrealized gains and 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. (d) These ratios exclude the impact of expenses of the underlying security holdings listed in the Schedule of Investments. (e) Recognition of net investment income by the Fund is affected by the timing of the declaration of divi- dends by the underlying investment companies in which the Fund invests. |
The accompanying notes are an integral part of these financial statements. |
2019 Semi-Annual Report 8
NOTES TO THE FINANCIAL STATEMENTS NEIMAN OPPORTUNITIES FUND September 30, 2019 (Unaudited) |
1.) ORGANIZATION
Neiman Opportunities Fund (the “Fund”) is a non-diversified series of the Neiman Funds (the “Trust”), an open-end management investment company. The Trust was organized in Ohio as a business trust on January 3, 2003 and may offer shares of beneficial interest in a number of separate series, each series representing a distinct fund with its own investment objectives and policies. As of September 30, 2019, there are two series authorized by the Trust. The Fund (Class A) commenced operations on April 1, 2016. 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. Neiman Funds Management, LLC is the adviser to the Fund (the “Adviser”).
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 946Financial 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.
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 for its open tax periods. 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 in the Statement of Operations. During the six month period ended September 30, 2019, the Fund did not incur any interest or penalties.
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.
2019 Semi-Annual Report 9
Notes to the Financial Statements (Unaudited) - continued
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. Capital gain distributions from underlying investments are recorded on the ex-date. Long-term capital gain distributions are recorded as capital gain distributions from investment companies, and short-term capital gain distributions are recorded as dividend income. 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. 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.
EXPENSES
Expenses incurred by the Trust that don’t relate to a specific fund of the Trust are allocated prorata 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 method.
3.) SECURITIES VALUATIONS
The Fund utilizes various methods to measure the fair value of most 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 - 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.
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 and real estate investment trusts). 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 Adviser believes such prices accurately reflect the fair market 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. When market quotations are not readily available, when the Adviser determines that the market quotation or the price provided by the pricing service does not accurately
2019 Semi-Annual Report 10
Notes to the Financial Statements (Unaudited) - continued
reflect the current fair value, or when restricted securities are being valued, such securities are valued as determined in good faith by the Adviser, subject to review of the Board of Trustees (the “Trustees” or the “Board”) and are categorized in level 2 or level 3, when appropriate.
Money market funds.Shares of money market funds are valued at net asset value provided by the fund and are classified in level 1 of the fair value hierarchy.
In accordance with the Trust’s good faith pricing guidelines, the Adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. There is no single standard for determining fair value, since fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.
The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of September 30, 2019:
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks | | $ 9,228,031 | | $0 | | $0 | | $ 9,228,031 |
Real Estate Investment Trusts | | 1,041,595 | | 0 | | 0 | | 1,041,595 |
Money Market Funds | | 602,455 | | 0 | | 0 | | 602,455 |
Total | | $10,872,081 | | $0 | | $0 | | $10,872,081 |
Refer to the Fund’s Schedule of Investments for a listing of securities by industry. The Fund did not hold any level 3 assets during the six month period ended September 30, 2019.
The Fund did not invest in derivative instruments during the six month period ended September 30, 2019.
4.) INVESTMENT ADVISORY AGREEMENT
The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with Neiman Funds Management LLC to serve as the investment adviser of the Fund. 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 Trustees. 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. For its services, the Adviser receives a fee of 1.00% of the Fund’s average daily net assets.
For the six month period ended September 30, 2019, the Adviser earned management fees totaling $51,014 before the waiver of management fees and reimbursement of expenses described below. The Adviser has agreed to waive management fees and reimburse expenses, without recoupment, to the extent necessary to maintain total annual operating expenses of the Fund (excluding brokerage fees and commissions, interest and other borrowing expenses, taxes, indirect expenses (such as expenses of other investment companies in which the Fund invests) and extraordinary expenses) at 1.45% of its average daily net assets through July 31, 2020. The fee waiver will automatically terminate on July 31, 2020 unless it is renewed by the Adviser. The Adviser may not terminate the fee waiver or expense reimbursement before July 31, 2020.
For the six month period ended September 30, 2019, the Adviser waived fees and/or reimbursed expenses totaling $49,445. The Fund owed the Adviser $726 at September 30, 2019.
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 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
2019 Semi-Annual Report 11
Notes to the Financial Statements (Unaudited) - continued
Fund shares. The Distributor must approve all payments made under the Plan and may pay any or all amounts received under the 12b-1 Plan to other persons, including the Adviser, for any distribution, promotional or shareholder support services. Up to 0.25% of the 12b-1 fee may be used as a shareholder servicing fee. The Class A shares pay an annual 12b-1 fee equal to 0.25% of its average daily net assets. During the six month period ended September 30, 2019, there were $12,754 of 12b-1 fees incurred by Class A. As of September 30, 2019, the Fund had an accrued liability of $3,675 which represents undistributed 12b-1 fees accrued under the Plan and available for payment of qualified expenses under the Plan.
6.) RELATED PARTY TRANSACTIONS
During the six month period ended September 30, 2019, certain owners of the Adviser earned financial benefits from the sale of Fund shares through Peak Brokerage Services, LLC (“Peak”), a FINRA registered broker/dealer. During the six month period ended September 30, 2019, Peak earned $1,243 from the sale of the Fund’s Class A shares, a portion of which was paid to owners of the Adviser. Additionally, during the six month period ended September 30, 2019, Peak earned $167 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.
Daniel Neiman, in his role as Chief Compliance Officer of the Fund, earned $2,006 for his services during the six month period ended September 30, 2019. The Fund owed the Chief Compliance Officer $1,006 at September 30, 2019. Mr. D. Neiman is a control person of the Adviser and President of the Trust.
7.) PURCHASES AND SALES OF SECURITIES
For the six month period ended September 30, 2019, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $5,468,056 and $4,567,297, 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 Investment Company Act of 1940. As of September 30, 2019, National Financial Services LLC located at 200 Liberty Street, New York, New York, for the benefit of its customers, owned, in the aggregate, 85.47% of the Fund, and therefore may be deemed to control the Fund.
9.)TAX MATTERS
For Federal income tax purposes, the cost of securities owned at September 30, 2019 was $9,187,365.
At September 30, 2019, the composition of gross unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) of investments on a tax basis was as follows:
| Appreciation | | (Depreciation) | | Net Appreciation (Depreciation) |
| $1,687,826 | | ($3,110) | | $1,684,716 |
The tax character of distributions for Class A was as follows:
| | Six Months Ended | | Fiscal Year Ended |
| | September 30, 2019 | | March 31, 2019 |
Ordinary Income | | $ 0 | | $ 0 |
Long-term Capital Gain | | 0 | | 39,569 |
| | $ 0 | | $ 39,569 |
10.) SUBSEQUENT EVENTS
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment to or disclosure in the financial statements.
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2019 Semi-Annual Report 13
Board of Trustees Darla Clark Suzanne Cowan Dimeff Michael Lomas Harvey Neiman
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 Dr., Suite 400 Broadview Heights, OH 44147
Custodian U.S. Bank, NA 425 Walnut Street P.O. Box 1118 Cincinnati, OH 45201
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. 1350 Euclid Avenue, Suite 800 Cleveland, OH 44115
Distributor Arbor Court Capital LLC 8000 Town Centre Dr., Suite 400 Broadview Heights, OH 44147 |
| This report is provided for the general information of the shareholders of the Neiman Opportunities Fund. This report is not intended for distribution to prospective investors in the Fund, unless preceded or accompanied by an effective prospectus. |
Item 2. Code of Ethics.Not applicable.
Item 3. Audit Committee Financial Expert.Not applicable.
Item 4. Principal Accountant Fees and Services.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. Not applicable.
(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.
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: 12/3/19 |
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: 12/3/19 |
| By:/s/Daniel Neiman Daniel Neiman Chief Financial Officer
Date: 12/3/19 |