Exhibit No. EX. 99.e.4
OLSTEIN CAPITAL MANAGEMENT, L.P.
ADDENDUM TO THE
DEALER AGREEMENT FOR THE ▇▇▇▇▇▇▇ FUNDS
THIS ADDENDUM dated as of the ___ day of October, 2006, to the Dealer
Agreement for The Olstein Funds, dated as of Month ___, Year (the "Agreement"),
is entered by and between Olstein Capital Management, L.P. (formerly ▇▇▇▇▇▇▇ &
Associates, L.P., "Olstein"), as the exclusive underwriter and national
distributor of the various series and classes of shares of The Olstein Funds,
and Dealer.
RECITALS
WHEREAS, the parties have entered into a Dealer Agreement for The ▇▇▇▇▇▇▇ Funds;
and
WHEREAS, the parties desire to modify said Agreement; and
NOW, THEREFORE, the parties agree that the following schedules to the Agreement
shall be added or amended:
Schedule A
Olstein Capital Management, L.P.
Dealer Agreement
The Olstein Funds
Class A Shares
A. Funds
This Schedule relates to Class A Shares of the Funds(s) listed below.
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Fund and Class ▇▇▇▇▇▇▇ All Cap Value Fund ▇▇▇▇▇▇▇ Strategic Opportunities Fund
--------------------------- -------------------------------------- ------------------------------------------------
NASDAQ Symbol OFAFX
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CUSIP Number ▇▇▇▇▇▇▇▇▇ 681383303
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B. Dealer Compensation Schedule
1. Class A Shares
As compensation for sales of Shares of a Fund by the Dealer, and as compensation
for such Dealer's ongoing shareholder servicing and distribution functions, the
Dealer will receive the following fees:
o The front-end sales charges and portion paid to the Dealer for Class A
shares are as follows:
Amount of Investment Sales Charge as a Payment to Dealer as a
Percentage of Percentage of
Offering Price Offering Price
Less than $50,000 5.50% 4.95%
$50,000 to $99,999 4.50% 4.05%
$100,000 to $249,999 3.50% 3.15%
$250,000 to $499,999 2.50% 2.25%
$500,000 to $999,999 2.00% 1.80%
$1,000,000 and over (1) 0.00% 0.00%
o For outstanding Shares of the Fund held in accounts for which the Dealer
continues to be named as the broker of record, from one (1) year following
the original purchase and until the time such Shares are redeemed, the
Dealer will receive, payable quarterly, one hundred percent (100%) of the
total annual 12b-1 fees paid by the Fund in relation to such Shares. The
Dealer's payment will consist of one hundred percent (100%) of the 12b-1
fee (currently 0.25% per annum).
It is understood that this Schedule may be amended at any time.
__________________________
(1) A contingent deferred sales charge of 1.00%, based on the lesser of the
original purchase price or the value of such shares at the time of
redemption, is charged on sales of shares made within one year of the
purchase date. Class A shares representing reinvestment of dividends are
not subject to this 1.00% charge.
Schedule B
Olstein Capital Management, L.P.
Dealer Agreement
The Olstein Funds
Class C Shares
A. Funds
This Schedule relates to Class C Shares of the Fund(s) listed below.
---------------------------- -------------------------------------------- ---------------------------------------------
Fund and Class ▇▇▇▇▇▇▇ All Cap Value Fund ▇▇▇▇▇▇▇ Strategic Opportunities Fund
---------------------------- -------------------------------------------- ---------------------------------------------
NASDAQ Symbol OFALX OFSCX
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CUSIP Number ▇▇▇▇▇▇▇▇▇ 681383402
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B. Dealer Compensation Schedule
1. Class C Shares
As compensation for sales of Shares of a Fund by the Dealer, and as compensation
for such Dealer's ongoing shareholder servicing and distribution functions, the
Dealer will receive the following fees:
o One percent (1.00%) of the dollar amount of Shares sold (excluding any
Shares sold to customers through reinvestment of dividends and/or capital
gains), to be paid by Olstein, provided that the Shares are not redeemed or
repurchased by the Fund within seven (7) business days after confirmation
of the original purchase order for such Shares. In the event the full
purchase price of the Shares is transmitted to the Fund for investment,
this payment shall be made by Olstein. If the Dealer remits payment to the
Fund net of this amount, Olstein will pay to the Fund the amount required
to fulfill the investment. Dealer agrees that it will be obligated to
Olstein and the Fund for any amount retained if the Shares are redeemed
within seven (7) business days.
o For outstanding Shares of the Fund held in accounts for which the Dealer
continues to be named as the broker of record, from one (1) year following
the original purchase and until the time such Shares are redeemed, the
Dealer will receive, payable quarterly, one hundred percent (100%) of the
total annual 12b-1 fees paid by the Fund in relation to such Shares. The
Dealer's payment will consist of one hundred percent (100%) of the
shareholder servicing 12b-1 fee (currently 0.25% per annum), and one
hundred percent (100%) of the distribution 12b-1 fee (currently 0.75% per
annum).
It is understood that this Schedule may be amended at any time.
Schedule C
Olstein Capital Management, L.P.
Dealer Agreement
The Olstein Funds
Adviser Class Shares
A. Funds
This Schedule relates to Adviser Class Shares of the Fund(s) listed below.
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Fund and Class ▇▇▇▇▇▇▇ All Cap Value Fund
--------------------------- -----------------------------------------------
NASDAQ Symbol OFALX
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CUSIP Number ▇▇▇▇▇▇▇▇▇
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B. Dealer Compensation Schedule
1. Adviser Class Shares
No compensation is paid to the Dealer under the Agreement for sales of Adviser
Class Shares.
It is understood that this Schedule may be amended at any time.
Except to the extent supplemented hereby, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by a duly authorized officer on one or more counterparts as of the date
and year first written above.
Olstein Capital Management, L.P. Dealer
By: ____________________________ By: ____________________________
Printed Name: ___________________ Printed Name: ___________________
Title: __________________________ Title: __________________________