Exhibit 6(c)
XXXXXXX & ASSOCIATES, L.P.
SELLING DEALER AGREEMENT
FOR SHARES OF THE OLSTEIN FUNDS
THIS SELLING DEALER AGREEMENT is made as of the ____ day of
_____________, 1995, between Xxxxxxx & Associates, L.P. (the "Distributor")
and the broker-dealer executing this Agreement (the "Selling Dealer").
WHEREAS, The Olstein Funds (the "Trust") is registered under the
Investment Company Act of 1940 (the "1940 Act"), as amended, as an open-end
management investment company and each series of the Trust (each a "Fund" and
collectively, the "Funds") is authorized to issue one or more series or
classes of shares of common stock or beneficial interest, as the case may be
("Shares");
WHEREAS, Xxxxxxx & Associates, L.P. and Xxxxxx Square Distributors, Inc.
are the exclusive national distributors (the "National Distributors") of the
Shares pursuant to an agreement with the Trust; and
WHEREAS, the Selling Dealer desires to serve as a selling dealer for
Shares;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties as follows:
1. PURCHASE OF SHARES. The Selling Dealer may, from time to time
purchase Shares from the National Distributors in accordance with
the terms of this Agreement. In connection with each such purchase,
the Selling Dealer shall act as principal for its own account; the
Selling Dealer shall have no authority to act as agent for the
National Distributors or any of the Funds. The Selling Dealer
agrees that it shall purchase Shares only from the National
Distributors, either directly or through a securities dealer, such
as Fund/SERV (any such entity being referred to as a "Clearing
Broker") with which the Selling Dealer and the National Distributors
have established clearing arrangements. the Selling Dealer agrees
to purchase Shares of the Funds only in transactions contemplating
the simultaneous resale of such Shares to investors and in no event
shall the Selling Dealer place orders for Shares unless it has
already received customer orders to purchase Shares at the
applicable Public Offering Price.
2. ACCEPTANCE OF PURCHASE ORDERS. Orders received from the Selling
Dealer for the purchase of Shares ("Purchase Orders") shall be
accepted by the National Distributors only at the price ("Public
Offering Price") set forth in the then effective prospectus used in
connection with the sale of such shares (the "Prospectus").
Purchase Orders shall be handled in accordance with such oral or
written instructions as the National Distributors may forward to the
Selling Dealer from time to time and shall be subject to procedures
relating to the purchase of Shares disclosed in the Prospectus.
Purchase Orders for Shares of any money market fund listed in
Schedule A must be accompanied by full payment in Federal Funds for
such Order to be effective. Payment for Shares of any funds listed
in Schedule A which are subject to a front-end sales load, or for
which Selling Dealers receive commissions advanced by the
Distributor ("Load Funds") must be received by the National
Distributors within five business days after receipt of the Purchase
Order. The National Distributors reserve the right,from time to time
and in their sole discretion, to limit the aggregate orders for
Shares of Load Funds placed by a Selling Dealer, for which payment
has not yet been received. In addition, all orders are subject to
acceptance or rejection by the National Distributors or the relevant
Fund in the sole discretion of either. Purchase Orders shall be
subject to receipt by the Trust's Transfer Agent of all required
documents in proper form and to the minimum initial and subsequent
purchase requirements set forth in the Prospectus.
3. DEALER COMPENSATION. The Selling Dealer shall receive compensation
in connection with the sale of Shares of Load Funds in the form of
commissions or dealer reallowances, all of which are calculated as a
percentage of the Public Offering Price applicable to Shares
purchased by the Selling Dealer, as specified in the Prospectus, as
indicated in Schedule C of this Agreement.
(a) Advanced Commissions
The Selling Dealer shall receive compensation in connection
with the sale of Shares of the Trust which are not subject to a
front-end sales load in accordance with the provisions of
Schedule C of this Agreement. Such compensation may include
sales commissions advanced by the Distributor in accordance
with the prospectus and Schedule C. Selling Dealers and other
shareholder servicing agents may also receive compensation for
shareholder services as set forth in the prospectus and
Schedule C.
(b) Front End Sales Loads
It is understood that for Shares subject to a sales charge the
Public Offering Price may reflect variations in sales charges,
if any, applicable to the sales of such Shares in accordance
with certain purchase plans set forth in such Prospectus and
Schedule C of this Agreement. The Selling Dealer agrees that
it will apply any such variations uniformly to all offerees in
accordance with the provisions of the Prospectus and will not
combine customer orders to reach "breakpoints" established in
the Prospectus or withhold any customer order so as to profit
therefrom. The Selling Dealer agrees and understands that
dealer reallowances will be paid based upon the schedule set
forth in the Prospectus and that, in accordance with such
schedule, dealer reallowances will be lower in the case of
purchases to which reduced sales charges apply. However, where
the reduced sales charge is in connection with a letter of
intent, adjustment to a higher dealer reallowance will be made
to reflect actual purchases by the investor if investor should
fail to fulfill the letter of intent. No dealer reallowances
shall be payable in respect of Load Fund Shares purchased
through reinvestment of dividends or distributions or with
respect to Load Fund Shares purchased in exchange for other
Shares. If any Load Fund Shares sold to the Selling Dealer
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under the terms of this Agreement are tendered for redemption
or repurchase within thirty business days after the date of
confirmation to the Selling Dealer of its purchase order
therefor, the Selling Dealer agrees to pay forthwith to the
Distributor the full amount of the dealer reallowance on the
original sale.
4. REDEMPTIONS, REPURCHASES AND EXCHANGES. Orders for the redemption
or repurchase of Shares ("Redemption Orders") as well as exchange
requests shall be handled in accordance with procedures set forth in
the Prospectus and, to the extent consistent with the Prospectus,
oral or written instruction forwarded to the Selling Dealer by the
National Distributors from time to time. The National Distributors
will, upon request assist the Selling Dealer in processing
Redemption Orders and exchange requests. All such orders and
requests are subject to the timely receipt by the Trust's Transfer
Agent of all required documents in good order. If such documents
are not received within a reasonable time after the order or request
is placed, it will be subject to cancellation, in which case the
Selling Dealer agrees to be responsible for any resulting loss
incurred by the National Distributors or the Funds.
5. COMPLIANCE WITH SECURITIES LAWS. The Selling Dealer shall not offer
or sell any Shares except under circumstances that will result in
compliance with the applicable federal and state securities laws.
In connection with sales and offers to sell Shares, the Selling
Dealer will furnish or cause to be furnished to each person to whom
any such sale or offer is made, at or prior to the time of offering
or sale, a copy of the Prospectus and, if requested, the related
statement of additional information (the "SAI"). The National
Distributors shall, upon request, supply the Selling Dealer with
reasonable quantities of Prospectuses and SAIs for its use in
connection with the offer and sale of the Shares. The Selling
Dealer shall will not furnish to any person any information in
connection with the sale of Shares that is inconsistent in any
respect with the information contained in such Prospectus or SAI.
The National Distributors shall, from time to time, inform the
Selling Dealer as to the states and jurisdictions in which the
Distributor believes the Shares have been qualified for sale under,
or are exempt from the requirements of, the respective securities
laws of such states and jurisdictions. The Selling Dealer agrees
that it will not offer or sell Shares in any state or jurisdiction
in which such Shares are not registered, unless any such offer or
sale is made in a transaction that qualifies for an exemption from
such registration. The Selling Dealer agrees to indemnify the
National Distributors and the Trust against any claim, liability,
expense or loss in any way arising out of any sale or exchange of
Shares by the Selling Dealer in any state or jurisdiction in which
Shares are not so registered or qualified.
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The Selling Dealer hereby agrees to maintain all records required by
law relating to transactions on the Shares, and upon the request of
the National Distributors, or of the Trust, promptly make such of
these records available to the National Distributors or the Trust's
Administrator as are requested. In addition the Selling Dealer
hereby agrees to establish appropriate procedures and reporting
forms and/or mechanisms and schedules in conjunction with the
National Distributors and the Trust's Administrator, to enable the
Trust to identify the location, type of, and sales to all accounts
opened and maintained by the Selling Dealer's customers or by the
Selling Dealer on behalf of the Selling Dealer's customers.
The Selling Dealer hereby agrees to abide by the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
(the "NASD") and all applicable federal and state laws. Reference
is specifically made to Section 26 of Article III of such Rules,
which Section is incorporated herein by reference. The National
Distributors assumes no responsibility in connection with the
registration of the Selling Dealer under the laws of the various
states or under federal law or the Selling Dealer's qualification
under any such law to offer or sell Shares. The Selling Dealer
agrees to indemnify the National Distributors and the Funds against
any claim, liability, expense or loss in any way arising out of any
sale or exchange of Shares by the Selling Dealer in any state or
jurisdiction in which the Selling Dealer is not so registered or
qualified.
The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation to the National Distributors that the
Selling Dealer is a member in good standing of the NASD and a
properly registered broker-dealer under the Securities Exchange Act
of 1934 (the "1934 Act"), as amended. This Agreement shall terminate
automatically in the event of the Selling Dealer ceases to be a
member in good standing of the NASD or upon the occurrence of any
event adversely affecting the Selling Dealer's registration as a
broker-dealer under the 1934 Act.
The Selling Dealer represents and warrants that it is a member of
the Securities Investor Protection Corporation ("SIPC") in good
standing and agrees to notify the Selling Dealer of any changes in
the Selling Dealer's status with the SIPC. Notwithstanding the
aforementioned, the Selling Dealer agrees to make a notation on all
confirmations for transactions stating, when appropriate, that it is
a not a member of the SIPC as required by Rule 10b-10 of the 1934
Act.
6. USE OF SALES MATERIALS. The Selling Dealer shall not use any
advertising or sales materials of any kind relating to the Funds or
using the name of the Trust, the Funds or the National Distributors,
or any affiliate thereof, unless such material is provided to the
Selling Dealer by the National Distributors or unless the Selling
Dealer has obtained the prior written consent of the National
Distributors. Neither the Selling Dealer nor any other person is
authorized to make any representation in connection with the offer
and sale of the Shares except those contained in the Prospectus and
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SAI or as expressly authorized in writing by the National
Distributors.If the Selling Dealer should make any such unauthorized
representation, or use, or cause others to use, advertising or sales
material not provided to the Selling Dealer by the National
Distributors or without the National Distributors's prior approval,
the Selling Dealer shall indemnify the National Distributors and the
relevant Fund from and against any and all claims, liability,
expense or losses in any way arising out of or in any way connected
with such representation.
7. CONFIRMATIONS. The Selling Dealer agrees to send confirmations of
orders to its customers as required by Rule 10b-10 of the 1934 Act
and agrees to pay any costs in connection therewith. The Selling
Dealer agrees to use all reasonable efforts to ensure that taxpayer
identification numbers provided by it on behalf of investors are
correct.
8. SUSPENSION OF SALES; AMENDMENTS. The Distributor shall have full
authority to take such action as it may deem advisable in respect of
all matters pertaining to the continuous offering of Shares; in
particular and without limitation, the right in its discretion and
without notice to the Selling Dealer to suspend sales or withdraw
the offering of Shares. Upon notice to the Selling Dealer, the
Distributor may amend this Agreement and the Selling Dealer agrees
that any Purchase Order placed by it after notice of any amendment
to this Agreement has been sent to the Selling Dealer shall
constitute its agreement to such amendment.
9. FEES PURSUANT TO RULE 12B-1 PLAN. The Selling Dealer shall be
entitled to receive certain fees in connection with its sales,
promotional and shareholder servicing efforts hereunder in
accordance with the Plan of Distribution adopted by the Fund. Such
fees shall be payable in the amounts and in the manner set forth in
Schedule C to this agreement, which Schedule C is expressly
incorporated herein.
10. NO AGENCY CREATED. Nothing in this Agreement shall be deemed or
construed to make the Selling Dealer an employee, agent,
representative or partner of the Trust or of any of the Funds or of
the National Distributors, and the Selling Dealer is not authorized
to act for the National Distributors or for the Trust or any Fund or
to make any representations on their behalf. The Selling Dealer
acknowledges that this Agreement is not exclusive and that the
National Distributors may enter into similar arrangement with
others. The Selling Dealer and the National Distributors agree that
each will be responsible for its own expenses in connection with its
activities hereunder and each will be responsible for complying with
the federal and state laws governing the operation of their
respective business and the NASD Rules.
11. TERMINATION AND ASSIGNMENT. This Agreement shall also be terminable
without penalty upon thirty (30) days' written notice to the
Distributor by the Selling Dealer and upon ten (10) days' written
notice to the Selling Dealer by the Distributor; provided, however,
that any termination of this Agreement by operation of this Section
11 shall not affect any unpaid obligations under Sections 2, 3 or 9
of this Agreement. This Agreement shall not be assignable by any of
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the parties hereto. Nothing in this Agreement is intended to confer
upon any person other than the parties hereto and their successors,
any rights or remedies under or by reason of this Agreement, other
than those expressly set forth herein.
12. LEGAL FEES. If any claims are asserted against the National
Distributors or the Trust regarding claims as to which the Selling
Dealer has indemnified such parties herein, the parties shall have
the right to engage in their own defense, including the selection
and engagement of counsel of their choosing and all costs of such
defense shall be borne by the Selling Dealer.
13. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered
or certified mail, postage prepaid, addressed by the party giving
notice to the other party at the last address furnished by the other
party to the party giving notice: if to the National Distributors,
at 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000, with a copy
to ; if to the Selling
Dealer at the address listed on Schedule B.
14. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This
Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements.
15. GOVERNING LAW. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time,
this Agreement shall be administered, construed and enforced
according to the laws of the State of New York without regard to the
conflict of law rules.
16. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or
effect.
17. CLEARING BROKERS. The National Distributors acknowledge that the
Selling Dealer may utilize the services of one or more Clearing
Brokers with respect to purchases of Shares by the Selling Dealer's
customers. The Selling Dealer acknowledges that this agreement
authorizes only it, and not any Clearing Broker employed by the
Selling Dealer, to offer or sell Shares under this Agreement. The
National Distributors agrees to accept Purchase Orders from any
Clearing Broker that the Selling Dealer identifies to the National
Distributors in writing as authorized to place orders on the Selling
Dealer's behalf, provided that the Selling Dealer agrees that the
National Distributors and the Funds shall be entitled to treat such
orders as though they had been placed by the Selling Dealer
directly. In addition, except where the context otherwise requires,
references in this Agreement to the Selling Dealer shall be deemed
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to include references to any Clearing Broker employed by the Selling
Dealer. The Selling Dealer agrees to cause any such Clearing Broker
to abide by the Selling Dealer's obligations and agreements under
this Agreement,and that the Selling Dealer's agreement with any such
Clearing Broker will reflect the Clearing Broker's obligation to
abide by such obligations and agreements. Neither the National
Distributors nor the Trust shall be liable hereunder to the Selling
Dealer or to any Clearing Broker for any claim, liability, expense
or loss in any way arising from the Selling Dealer's arrangements
with such Clearing Broker, and the Selling Dealer agrees to hold the
National Distributors and the Trust harmless from and against any
claim, liability, expense or loss in any way arising from the
activities of the Clearing Broker in connection with Purchase
Orders, Redemption Orders or exchange requests initiated by the
Selling Dealer.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
XXXXXXX & ASSOCIATES, L.P.
By: /s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx, President
SELLING DEALER:
/s/ __________________
[Print firm name]
By: /s/ __________________
[Print Name: ]
[Print Title: ]
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XXXXXXX & ASSOCIATES, L.P.
SELLING DEALER AGREEMENT
SCHEDULE A
LOAD FUNDS
THE OLSTEIN FUNDS
THE OLSTEIN FINANCIAL ALERT FUND
A-1
XXXXXXX & ASSOCIATES, L.P.
SELLING DEALER AGREEMENT
SCHEDULE B
BROKER/DEALER NAME:
ADDRESSS:
B-1
XXXXXXX & ASSOCIATES, L.P.
SELLING DEALER AGREEMENT
DEALER COMPENSATION SCHEDULE
SCHEDULE C
AS COMPENSATION FOR SALES OF SHARES OF THE OLSTEIN FINANCIAL ALERT FUND
(THE "FUND") BY THE SELLING DEALER, AND AS COMPENSATION FOR SUCH SELLING
DEALER'S ONGOING SHAREHOLDER SERVICING AND DISTRIBUTION FUNCTIONS, THE SELLING
DEALER WILL RECEIVE THE FOLLOWING FEES:
* 1.5% 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 XXXXXXX & ASSOCIATES, L.P., 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 XXXXXXX & ASSOCIATES, L.P.
IF THE SELLING DEALER REMITS PAYMENT TO THE FUND NET OF THIS AMOUNT,
XXXXXXX & ASSOCIATES, L.P. WILL PAY TO THE FUND THE AMOUNT REQUIRED TO
FULFILL THE INVESTMENT. SELLING DEALER AGREES THAT IT WILL BE OBLIGATED
FOR ANY AMOUNT RETAINED IF THE SHARES ARE REDEEMED WITHIN SEVEN (7)
BUSINESS DAYS.
* FOR OUTSTANDING SHARES OF THE FUND HELD IN ACCOUNTS FOR WHICH THE SELLING
DEALER CONTINUES TO BE NAMED AS THE BROKER OF RECORD ONE (1) YEAR
FOLLOWING THE ORIGINAL PURCHASE, THE SELLING DEALER WILL RECEIVE, PAYABLE
QUARTERLY, FROM THE END OF THE FIRST YEAR UNTIL THE END OF THE FIFTH YEAR
FOLLOWING THE ORIGINAL PURCHASE, 90% OF THE TOTAL ANNUAL 12B-1 FEES PAID
BY THE FUND IN RELATION TO SUCH SHARES. THE SELLING DEALER'S PAYMENT
WILL CONSIST OF ONE-HUNDRED PERCENT (100%) OF THE ADMINISTRATIVE 12B-1
FEE (CURRENTLY 0.25% PER ANNUM), AND EIGHTY-SIX AND TWO-THIRDS PERCENT
(86 2/3%) OF THE DISTRIBUTION 12B-1 FEE (CURRENTLY 0.75% PER ANNUM).
* FOR OUTSTANDING SHARES OF THE FUND HELD IN ACCOUNTS FOR WHICH THE SELLING
DEALER CONTINUES TO BE NAMED AS THE BROKER OF RECORD FIVE (5) YEARS
FOLLOWING THE ORIGINAL PURCHASE, FROM SUCH FIFTH YEAR AND UNTIL SUCH
SHARES ARE REDEEMED, THE SELLING DEALER WILL RECEIVE, PAYABLE QUARTERLY,
75% OF THE TOTAL 12B-1 FEES PAID BY THE FUND IN RELATION TO SUCH SHARES.
IT IS UNDERSTOOD THAT THE ABOVE COMPENSATION ARRANGEMENT MAY BE AMENDED
AT ANY TIME, SUBJECT TO WRITTEN APPROVAL BY ALL INTERESTED PARTIES. ANY
INTERESTED PARTY.
C-1
