Exhibit No. EX-99.d.3
EXPENSE LIMITATION
AGREEMENT
AGREEMENT made as of this ___ day of _________ 2006, between The Olstein
Funds, a Delaware statutory trust ("Trust"), on behalf of the new series of the
Trust ("New Fund"), and Xxxxxxx & Associates, L.P., a New York limited
partnership (the "Adviser").
WHEREAS, the Adviser has entered into an Investment Management Agreement
with the Trust, pursuant to which the Adviser provides, or arranges for the
provision of, investment advisory and management services to the New Fund, and
for which it is compensated based on the average daily net assets of the New
Fund; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate
and in the best interests of the New Fund and its shareholders to limit the
total expenses of the New Fund as listed on Schedule A of this Agreement between
the Trust and the Adviser, as may be amended from time to time.
NOW, THEREFORE, the parties hereto agree as follows:
1. Fee Waiver and Expense Payments by the Adviser. The Adviser agrees to waive
or reduce all or a portion of its management fee and, if necessary, to bear
certain other expenses (to the extent permitted by the Internal Revenue Code of
1986, as amended) associated with operating the New Fund to the extent necessary
to limit the annualized expenses of the New Fund (exclusive of 12b-1 and
shareholder servicing fees) to the rates reflected in Schedule A to this
Agreement.
2. Duty of New Fund to Reimburse. Subject to approval by the Trust's Board of
Trustees, the New Fund agrees to reimburse the Adviser on a monthly basis such
waived fees and expenses borne pursuant to paragraph 1 (together, "Deferred
Amounts") in later periods provided, however, that the New Fund is not obligated
to reimburse any such Deferred Amount more than three years after the end of the
fiscal year in which the Deferred Amount was waived or borne and will only pay
such Deferred Amounts to the extent that the New Fund's annual operating
expenses plus the Deferred Amount being reimbursed do not exceed the expense cap
amount for the New Fund listed in Schedule A. The Trust's Board of Trustees
shall review quarterly any reimbursement paid to the Adviser with respect to the
New Fund in such quarter.
3. Assignment. No assignment of this Agreement shall be made by the Adviser
without the prior consent of the Trust.
4. Duration and Termination. This Agreement shall be effective for the period
provided in Schedule A and shall continue in effect for a one year period
thereafter provided each such continuance is specifically approved by a majority
of the Trustees of the Trust who (i) are not "interested persons" of the Trust
or any other party to this Agreement, as defined in the Investment Company Act
of 1940, as amended (the "Disinterested Trustees"), and (ii) have no direct or
indirect financial interest in the operation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE OLSTEIN FUNDS XXXXXXX & ASSOCIATES, L.P.
By: Olstein Advisers, LLC, General
Partner
By:_________________________ By:___________________________
Name:______________________ Name:________________________
Title:_______________________ Title:_________________________
SCHEDULE A
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Expense Cap
Fund Time Period Expense Cap Amount*
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New Fund New Fund inception through October 28, 1.35%
2007
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* This amount is exclusive of 12b-1 and shareholder servicing fees.
