UNDERWRITING AGREEMENT Schedule A

UNDERWRITING AGREEMENT
Schedule A

			Effective
Fund Name	Adviser	Sub-Adviser	Date
Neiman Balanced Allocation Fund	Neiman Funds Management LLC	N/A	4/30/2015

Neiman Large Cap Value Fund	Neiman Funds Management LLC	N/A	4/30/2015

Neiman Tactical Income Fund	Neiman Funds Management LLC	Absolute Capital	4/30/2015
		Management, LLC
Neiman Opportunities Fund	Neiman Funds Management LLC	N/A	3/15/2016

UNDERWRITING AGREEMENT
Schedule B
Neiman Balanced Allocation Fund
Neiman Large Cap Value Fund
Neiman Tactical Income Fund
Neiman Opportunities Fund

Fee Schedule
Page 1 of 3

This Fee Schedule is part of the Underwriting Agreement (the “Agreement”) effective April 30, 2015 by and between Neiman Funds and Northern Lights Distributors, LLC. This Fee Schedule replaces any existing fee schedule with respect to the Fund(s) identified herein.

Service Fees:

Annual fee of $12,500 for the first Fund and $5,000 for each additional Fund

PLUS:

1 basis point or 0.01% per annum of each Fund¹s average daily net assets up to $250 million, and;
¾ basis point or 0.0075% per annum of each Fund¹s average daily net assets between $250 million and $500 million, and;
½ basis point or 0.0050% per annum of each Fund¹s average daily net assets over $500 million.

Each Fund shall also pay an additional fee to NLD calculated as 25% of any FINRA costs incurred (for example, if FINRA charged $ 100 to perform advertising review, NLD would charge the Fund an additional $25).

All service fees outlined above are payable monthly in arrears.

Registered Representative Licensing:

Annual fee of $5,500 per Registered Representative plus all out-of-pocket costs such as registration expenses and travel expenses to conduct required training.

Out-of-Pocket Expenses

The Fund(s) shall pay all reasonable out-of-pocket expenses incurred by NLD in connection with activities performed for the Fund(s) hereunder including, without limitation:

typesetting, printing and distribution of prospectuses and shareholder reports
production, printing, distribution and placement of advertising and sales literature and materials
engagement of designers, free-xxxxx writers and public relations firms

long-distance telephone lines, services and charges
postage
overnight delivery charges
FINRA and registration fees
marketing expenses
record retention fees
travel, lodging and meals
NSCC charges
Fund platform fees and service fees
Website monitoring fees

In the event the fees authorized by the Fund(s) for payment to NLD are insufficient to cover the fees due to NLD for its services provided hereunder, Neiman Funds Management LLC, the investment adviser to the Fund(s), agrees to pay NLD the remaining balance of any fees due and payable to NLD according to this fee schedule within 15 days of request.

IN WITNESS WHEREOF, the parties hereto have executed this Schedule to the Underwriting Agreement effective as of March 15, 2016.

NEIMAN FUNDS		NORTHERN LIGHTS DISTRIBUTORS, LLC
(for the above-referenced Funds)


By: /s/ Xxxxxx Xxxxxx		By: /s/ Xxxxx Xxxxxxx
	Xxxxxx Xxxxxx	Xxxxx Xxxxxxx
	President	Chief Executive Officer

The undersigned investment adviser (the “Adviser”) hereby acknowledges and agrees
to the terms of the Agreement and further acknowledges and agrees that:

(1) NLD expends substantial time and money, on an ongoing basis, to recruit and train its
employees; (2) NLD¹s business is highly competitive and is marketed throughout the
United States, and (3) if the Adviser were to hire any NLD employees who are involved in
the procurement of the Services under the Agreement then NLD may suffer lost sales and
other opportunities and would incur substantial time and money in hiring and training
replacement(s) for those employees.  Accordingly, the Adviser agrees that it, including its
respective affiliates and subsidiaries, shall not solicit, attempt to induce or otherwise hire
an employee of NLD for so long as this Agreement is in effect and for a period of two (2)
years after termination of this Agreement, unless expressly agreed upon in writing by both
parties.  In the event that this provision is breached by the Adviser, the Adviser agrees to
pay damages to NLD in the amount of two times the current annual salary of such
employee or former employee.  For purposes of this provision, “hire” means to employ as
an employee or to engage as an independent contractor, whether on a full-time, part-time
or temporary basis.

Neiman Funds Management LLC
0000 Xxxx Xxxxxx
Xxxxxxxxxxxxx, Xxx Xxxx 00000

By:	/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title:	Managing Member

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UNDERWRITING AGREEMENT Schedule A

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