Exhibit 6(b)
▇▇▇▇▇ ▇▇▇▇▇▇
A Member of TRAVELERS Group
▇▇▇▇▇ ▇▇▇▇▇▇ INC.
MUTUAL FUND DEALER AGREEMENT
TO ▇▇▇▇▇▇▇ & ASSOCIATES L.P.:
Ladies and Gentlemen:
We understand that you are principal distributor of shares ("Shares") of
Olstein Financial Alert Fund ("Fund") which is registered with the Securities
and Exchange Commission under the Investment Company Act of 1940 ("1940 Act").
You desire that ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("▇▇▇▇▇ ▇▇▇▇▇▇") act as a dealer with
respect to the sale of Shares to its customers. In consideration of the
mutual covenants stated below, you and ▇▇▇▇▇ ▇▇▇▇▇▇ agree as follows:
1. PURCHASE OF SHARES AT PUBLIC OFFERING - Price. ▇▇▇▇▇ ▇▇▇▇▇▇ will use
such efforts to sell Shares as it in its sole discretion determines, and
will not be required to sell any specified or minimum number of Shares.
You understand that ▇▇▇▇▇ ▇▇▇▇▇▇ in its sole discretion may limit the
sale of Shares to certain geographic territories. Sales of Shares
through ▇▇▇▇▇ ▇▇▇▇▇▇ will be at the public offering price of such Shares
(the net asset value of the Shares plus any applicable sales charge), as
determined in accordance with the then effective prospectus(es) and
statement(s) of additional information used in connection with the offer
and sale of the Shares (collectively, the "Prospectus"). The public
offering price will reflect scheduled variations in or the elimination of
sales charges on sales of Shares either generally to the public or in
connection with special purchase plans, as described in the Prospectus.
▇▇▇▇▇ ▇▇▇▇▇▇ agrees to apply any scheduled variation in or waivers of
sales charges uniformly to all customers meeting the qualifications
therefor as specified in the Prospectus.
2. HANDLING AND RECEIPT OF ORDERS. The handling and settlement of purchase
and redemption orders will be subject to the provisions of the Prospectus
and such further procedures you and ▇▇▇▇▇ ▇▇▇▇▇▇ determine to be
appropriate from time-to time, consistent with this Agreement. Orders
which ▇▇▇▇▇ ▇▇▇▇▇▇ receives prior to the close of business as defined in
the Prospectus and placed with you within the time frame set forth in or
consistent with the Prospectus shall be executed at the public offering
price next computed after they are received by ▇▇▇▇▇ ▇▇▇▇▇▇. You will
provide such assistance to ▇▇▇▇▇ ▇▇▇▇▇▇ in processing orders as ▇▇▇▇▇
▇▇▇▇▇▇ reasonably requests. ▇▇▇▇▇ ▇▇▇▇▇▇ will be responsible for the
accuracy, timeliness and completeness of purchase, redemption or exchange
orders it transmits to you by wire or telephone. Redemptions and
repurchases will be subject to any applicable contingent deferred sales
charges, redemption fees or other charges as are provided for in the
Prospectus. Any order placed by ▇▇▇▇▇ ▇▇▇▇▇▇ for the repurchase or
redemption of Shares is subject to the timely receipt by you or the
pertinent Fund's transfer agent of all required documents in good order.
3. SHAREHOLDER SERVICING. If you and ▇▇▇▇▇ ▇▇▇▇▇▇ agree, on an ongoing
basis ▇▇▇▇▇ ▇▇▇▇▇▇ will provide shareholder servicing to its customers
who maintain investments in Shares. In so doing, ▇▇▇▇▇ ▇▇▇▇▇▇ and its
employees and representatives may provide the following services, among
others: answer customer inquiries regarding the Fund and customer
investments therein; assist customers in changing dividend options;
answer questions about special investment and withdrawal plans, and
assist customers in enrolling in such plans; distribute reports and
materials relating to the Funds to customers; assist in the establishment
and maintenance of accurate customer accounts and records, including
assisting in processing changes in addresses and other customer
information; and assist in processing purchase and redemption orders.
4. COMPENSATION AND EXPENSES
A. You will pay commissions to ▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the
sales of Shares at such rates as are specified in Schedule A to this
Agreement. Consistent with the Prospectus and applicable law and
regulation, from time-to-time you and ▇▇▇▇▇ ▇▇▇▇▇▇ may determine
that you will pay ▇▇▇▇▇ ▇▇▇▇▇▇ additional compensation in connection
with ▇▇▇▇▇ Barney's sale of Shares.
B. You will pay ▇▇▇▇▇ ▇▇▇▇▇▇ ongoing service fees at such rates as are
specified in Schedule A to this Agreement. Such payments shall be
consistent with applicable law and regulation. Your obligation to
make payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under this Subparagraph B shall
survive any termination of this Agreement and shall continue so long
as ▇▇▇▇▇ Barney's customers maintain their investments is shares.
C. You will pay ▇▇▇▇▇ ▇▇▇▇▇▇ ongoing trail commission compensation with
respect to holdings by ▇▇▇▇▇ ▇▇▇▇▇▇ of Shares of Funds at such rates
as are specified in Schedule A to this Agreement. Payments under
this Subparagraph C will be in addition to the payment of service
fees as described in Subparagraph B of this Paragraph, and are
subject to applicable law and regulation. Your obligation to make
payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under this Subparagraph C shall survive any
termination of this Agreement, and shall continue so long as ▇▇▇▇▇
Barney's customers maintain their investments in Shares, subject to
such other time limits as determined by you and ▇▇▇▇▇ ▇▇▇▇▇▇.
D. With respect to expenses not specifically addressed elsewhere in
this Agreement, each party hereto will be responsible for the
expenses it incurs in acting hereunder. Consistent with the
Prospectus and applicable law and regulation, from time-to-time you
and ▇▇▇▇▇ ▇▇▇▇▇▇ may deter-mine that you will pay or reimburse ▇▇▇▇▇
▇▇▇▇▇▇ for expenses it incurs in connection with selling Shares.
5. State Registration of Fund Shares. You agree to advise ▇▇▇▇▇ ▇▇▇▇▇▇ in
writing on a continuous and current basis of the identity of those states
and jurisdictions in which the Shares are registered or qualified for
sale to the public.
2
6. NASD Regulation. Each party to this Agreement represents that it is a
member of the National Association of Securities Dealers, Inc. ("NASD")
and each party agrees to notify the other should it cease to be such a
member. With respect to the sale of Shares hereunder, you and ▇▇▇▇▇
▇▇▇▇▇▇ agree to abide by the Rules of the Fair Practice of the NASD,
including but not limited to the following:
A. ▇▇▇▇▇ ▇▇▇▇▇▇ shall not withhold placing customers orders for Shares
so as to profit itself as a result of such withholding. ▇▇▇▇▇
▇▇▇▇▇▇ shall not purchase any Shares from you other than for its own
investment or to cover purchase orders already received by it from
its customers.
B. If any Shares purchased by ▇▇▇▇▇ ▇▇▇▇▇▇ are repurchased by the Fund
or by you for the account of the Fund, or are tendered for
redemption, within seven (7) business days after confirmation by you
of the original purchase order for such Shares, no compensation as
set forth in Paragraph 4 above will be payable to ▇▇▇▇▇ ▇▇▇▇▇▇ with
respect to such Shares, and ▇▇▇▇▇ ▇▇▇▇▇▇ will refund to you the full
amount of any such compensation paid or allowed to it on the
original sale. You agree to notify ▇▇▇▇▇ ▇▇▇▇▇▇ in writing of any
such repurchase or redemption within ten (10) business days of the
date on which the redemption is requested or Share certificates are
tendered to you, the Fund or its transfer agent. Termination or
cancellation of this Agreement will not relieve the parties from the
requirements of this subparagraph.
C. Neither party to this Agreement will, as principal, purchase any
Shares from a customer at a price lower than the net asset value
next determined by or for the Fund that issued such Shares. Nothing
in this subparagraph shall prevent ▇▇▇▇▇ ▇▇▇▇▇▇ from selling Shares
for a customer to you or to the Fund at the net asset value then
quoted by or for the Fund (less any applicable contingent deferred
sales charge or other charges) and charging a fair commission or
service fee for handling the transaction.
7. Suspension or Withdrawal of Offering. You reserve the right to suspend
sales of Shares of the Fund or withdraw any offering of Shares entirely.
8. Provision of Materials. At your expense, you will furnish ▇▇▇▇▇ ▇▇▇▇▇▇
with current prospectuses and statements of additional information of the
Fund (including any supplements thereto), periodic reports to Fund
shareholders and marketing and other materials you have prepared relating
to the Fund in such quantities as ▇▇▇▇▇ ▇▇▇▇▇▇ reasonably requests.
9. Prospectus Delivery. ▇▇▇▇▇ ▇▇▇▇▇▇ will provide each of its customers
purchasing Shares with the pertinent prospectus prior to or at the time
of purchase. ▇▇▇▇▇ ▇▇▇▇▇▇ will provide any customer who so requests with
the pertinent statement(s) of additional information.
10. Liability and Indemnification
A. You agree to be liable for, to hold ▇▇▇▇▇ ▇▇▇▇▇▇, its officers,
directors and employees harmless from and to indemnify each of them
for any losses and costs arising from: (i) any of your actions, and
the actions of your employees and affiliates, relating to the sale
3
of Shares, including but not limited to any statements or
representations contained in any sales or other material relating to
the Fund you or your affiliates provide to ▇▇▇▇▇ ▇▇▇▇▇▇ or any other
statements or representations, written or oral, concerning the Fund
that you, your employees and your affiliates make to ▇▇▇▇▇ ▇▇▇▇▇▇;
(ii) any material misstatement in or omission of a material fact
from the Fund's current prospectus or statement of additional
information; (iii) any failure of the Fund or its Shares to be
properly registered and available for sale under any applicable
federal law and regulation or the laws and regulations of any state,
any U.S. territory or the District of Columbia when you have
represented to ▇▇▇▇▇ ▇▇▇▇▇▇ that the Fund and its Shares are so
registered and qualified; and (iv) any of your actions, or the
actions of your affiliates, relating to the processing of purchase,
exchange and redemption orders and the servicing of shareholder
accounts.
B. ▇▇▇▇▇ ▇▇▇▇▇▇ agrees to be liable for, to hold you, your officers,
directors and employees harmless from and to indemnify them from any
losses and costs arising from: (i) any statements or representations
that ▇▇▇▇▇ ▇▇▇▇▇▇ or its employees make concerning the Fund that are
inconsistent with either the Fund's current prospectus and statement
of additional information or any other material you have provided or
any other statements or representations, written or oral, you have
made to ▇▇▇▇▇ ▇▇▇▇▇▇ relating to the Fund; (ii) any sale of Shares
of the Fund when the Fund or its Shares were not properly registered
or qualified for sale in any state, any U.S. territory or the
District of Columbia, when you have indicated to ▇▇▇▇▇ ▇▇▇▇▇▇ that
the Fund and its Shares were not properly registered and qualified;
and (iii) any of ▇▇▇▇▇ Barney's actions relating to the processing
of purchase and redemption orders and the servicing of shareholder
accounts.
C. The provisions of this Paragraph shall survive the termination of
this Agreement.
11. Arbitration. If a dispute arises between you and ▇▇▇▇▇ ▇▇▇▇▇▇ with
respect to this Agreement which the parties are unable to resolve
themselves, it shall be settled by arbitration in accordance with the
then-existing NASD Code of Arbitration Procedure ("NASD Code"). The
parties agree, that to the extent permitted by the NASD Code, the
arbitrator(s) shall be selected from the securities industry.
12. Miscellaneous. This Agreement shall be governed by the laws of New York
State. This Agreement may be amended only upon the written agreement of
both parties hereto, and may be terminated by either party on ten days'
written notice to the other. If your payments to ▇▇▇▇▇ ▇▇▇▇▇▇ under
Subparagraphs 4B and 4C hereunder in whole or in part are financed by the
Fund in accordance with the Fund's plan of distribution adopted pursuant
to rule 12b-1 under the 1940 Act ("Plan"), then this Agreement will be
subject to the approval and termination requirements set forth in that
rule applicable to agreements related to plans of distribution. However,
if the Fund's board of directors or trustees or shareholders terminates
the Plan, you and ▇▇▇▇▇ ▇▇▇▇▇▇ agree to negotiate in good faith with
respect to whether and to what extent you will continue to make payments
4
to ▇▇▇▇▇ ▇▇▇▇▇▇ under Subparagraphs 4B and/or 4C under this Agreement.
The determination of this question will depend on, among other things,
the degree of shareholder servicing ▇▇▇▇▇ ▇▇▇▇▇▇ and its Financial
Consultants provide to clients who remain invested in the Fund and the
degree to which ▇▇▇▇▇ ▇▇▇▇▇▇ and its Financial Consultants have or have
not in fact received initial and trail commissions for selling Shares.
This Agreement constitutes the entire agreement between you and ▇▇▇▇▇
▇▇▇▇▇▇ and supersedes all prior oral or written agreements between you
and ▇▇▇▇▇ ▇▇▇▇▇▇ and its predecessors relating to the sale of Shares.
Sincerely, AGREED AND ACCEPTED:
▇▇▇▇▇ ▇▇▇▇▇▇ INC. ▇▇▇▇▇▇▇ & ASSOCIATES L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Dated: September 21, 1995 Dated: September 21, 1995
5
MUTUAL FUND DEALER AGREEMENT
SCHEDULE A
▇▇▇▇▇▇▇ FINANCIAL ALERT FUND
▇▇▇▇▇ ▇▇▇▇▇▇ COMPENSATION SCHEDULE
As compensation for ▇▇▇▇▇ Barney's sales of shares of Olstein Financial Alert
Fund ("Fund") and ▇▇▇▇▇ Barney's ongoing shareholder servicing and
distribution function, ▇▇▇▇▇▇▇ & Associates, L.P. ("Olstein") will make
payments to ▇▇▇▇▇ ▇▇▇▇▇▇ as follows:
1.5% of the dollar amount of Fund shares sold by ▇▇▇▇▇ ▇▇▇▇▇▇ (excluding
shares sold to customers through reinvestment of dividends and/or capital
gains), provided that such shares are not redeemed or repurchased by the
Fund within seven (7) business days after confirmation of the original
purchase order for such shares.
With respect to outstanding shares of the Fund held in accounts for which
▇▇▇▇▇ ▇▇▇▇▇▇ continues to be named as the broker of record during the
period from one year following original purchase to five years following
original purchase, ▇▇▇▇▇ ▇▇▇▇▇▇ 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. ▇▇▇▇▇ ▇▇▇▇▇▇ will receive one hundred percent
(100%) of the administrative 12b-1 fee (currently 0.25% of assets per
annum), and eighty-six and two-thirds percent (86 - 2/3% of assets per
annum) of the distribution 12b-1 fee (currently 0.75% per annum).
For outstanding shares of the Fund held in accounts for which ▇▇▇▇▇
▇▇▇▇▇▇ continues to be named as the broker of record five (5) years
following the original purchase, ▇▇▇▇▇ ▇▇▇▇▇▇ will receive, payable
quarterly, 75% of the total 12b-I fees paid by the Fund in relation to
such shares.
A-1
