Olstein Capital Management LP

Item 5 - Fees and Compensation

       A.      Description of Fee Schedules

       Our fees generally are calculated on a percentage of assets under management,
based on an annual rate and billed either monthly or quarterly. Fees usually are based
upon the average daily end-of-day market value of assets (including cash and cash
equivalents) as provided by the client’s custodian, subject to adjustments for interim
contributions to or withdrawals from an account. Our fees normally are pro-rated based
on the length of time in the billing period during which services are provided to your
account. Our usual fee schedules are set forth below.
       The Olstein Funds

       We earn a monthly management fee that is calculated on a Fund’s average daily net
assets at the following annual rates:
 Olstein All Cap Value Fund                         Olstein Strategic Opportunities Fund
                                  Management
 Fund Assets                      Fee               Fund Assets        Management Fee
 On the first $1 billion              1.00%         All assets              1.00%
 Over $1 billion up to $1.5
 billion                              0.95%
 Over $1.5 billion up to $2
 billion                              0.90%
 Over $2 billion up to $2.5
 billion                              0.85%
 Over $2.5 billion up to $3
 billion                              0.80%
 Over $3 billion                      0.75%

       Separate Accounts

       We usually earn a monthly or quarterly management fee that is calculated on the
average daily end-of-day market value of an account’s assets (including cash and cash
equivalents) at the following annual rates:
                                  Management
 Account Assets                   Fee
 On the first $10 million             1.00%
 On the next $15 million              0.75%
 On the next $75 million              0.60%
 In excess of $100 million            0.50%

       Portfolio Advisory Services “Model Portfolio”

     We usually earn a monthly or quarterly management fee that is calculated using a
methodology mutually agreed upon at the following annual rates:

 Account Assets                     Management Fee
 All assets                            0.40%

        While we usually charge fees to our clients in accordance with the fee schedule in
effect at the time of the charge, fees (including for our model portfolio clients) are subject
to negotiation and modification based on the circumstances of the client and other factors
including, but not limited to, the type and size of the account and the type and amount of
client-related services that we will provide.
       B.       Fee Billing

        The specific manner in which we charge our fees is established in our written
agreement with you. Fees generally are calculated and invoices submitted to clients or
client custodians on a monthly or quarterly basis. You may elect to be billed in advance or
arrears. You also may elect to be billed directly for fees or to authorize us to directly debit
fees from your account held at the custodian.
       Our investment management agreement can be terminated by either of us, usually
upon 30 or 60 days written notice. Upon termination, fees normally are pro-rated based on
the length of time in the billing period during which services are provided, and any
unearned fees paid in advance will be refunded to you, and conversely you will be
responsible for paying us any earned, unpaid fees promptly. The termination of an
agreement does not affect or preclude the completion of a transaction initiated prior to the
termination of the agreement, or your financial responsibility for the transaction. Upon
termination of the agreement, we are under no obligation to recommend any action with
regard to the assets held in your account.
       C.       Additional Fees and Expenses

      The advisory fees you pay to us do not include all the fees you will pay when we
purchase or sell securities for your account. The following list includes some of the fees or
expenses that you may pay directly to third parties:

            •   Brokerage commissions (please see Item 12 for more information on
                brokerage fees and related information);

            •   Transaction fees;

            •   Exchange fees;

            •   SEC fees;

            •   Advisory and service fees charged by mutual funds (including exchange
                traded funds), which are disclosed in a fund’s prospectus;

            •   Sales charges (including deferred sales charges);

            •   Advisory fees charged by sub-advisers (if any are used for your account);

            •   Custodial fees;

            •   Odd-lot differentials;

            •   Transfer taxes;

            •   Wire transfer and electronic fund processing fees;

            •   Commissions or mark-ups/mark-downs on security transactions; and

            •   Other, miscellaneous fees that may be incurred.
These fees are charged by and paid to your broker, custodian or other third parties.
       D.       Fee Paid in Advance and Refunds if Investment Management Agreement
                is Terminated Before the End of the Billing Period

        You may request to be billed in advance. A refund of pre-paid investment
management fees will be made where you have been billed in advance, have made a full
period payment to us, and have properly terminated our investment management
agreement in writing before the end of the billing period. Upon termination, fees normally
are pro-rated based on the length of time in the billing period during which services are
provided, and any unearned fees paid in advance will be refunded to you. The termination
of an agreement does not affect or preclude the completion of a transaction initiated prior
to the termination of the agreement, or your financial responsibility for the transaction.
Upon termination of the agreement, we are under no obligation to recommend any action
...

Item 7 - Types of Clients

       We offer our services to a number of different types of clients, including:

          •   Individuals, including high net worth individuals;

          •   Registered mutual funds and private investment funds;

          •   Trusts and estates;

          •   Corporations or other business entities;

          •   Corporate pension and profit-sharing plans;

          •   Charitable institutions, foundations and endowments;

            •   Sovereign and foreign funds;

            •   Wealth managers and family offices;

            •   Taft-Hartley plans, governmental plans, and municipalities; and

            •   Not for profit entities.
      While we usually require a minimum asset amount of $10,000,000 to open an
account with us, this minimum is subject to negotiation and modification.