U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer: The Olstein Funds
4 Manhattanville Road
Purchase, NY 10577
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2. Name of each series or class of The Olstein Financial
funds for which this notice is Alert Fund
filed:
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3. Investment Company Act File Number: 811-9038
Securities Act File Number: 33-91770
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4. Last day of fiscal year for which
this notice is filed: August 31, 1996
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5. Check box if this notice is being
filed more than 180 days after the
close of the issuer's fiscal year
for purposes of reporting
securities sold after the close of
the fiscal year but before
termination of the issuer's 24f-2 I---I
declaration: I I
I---I
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6. Date of termination of issuer's
declaration under rule 24f-2(a)(1),
if applicable (see Instruction
A.6): N/A
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7. Number and amount of securities of
the same class or series which had
been registered under the
Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior
fiscal year, but which remained
unsold at the beginning of the
fiscal year: 0
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8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: 0/$0
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9. Number and aggregate sale price of
securities sold during the fiscal
year: 10,157,265/$103,041,971
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10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration
pursuant to rule 24f-2: 10,157,265/$103,041,971
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11. Number and aggregate sale price of
securities issued during the fiscal
year in connection with dividend
reinvestment plans, if applicable
(see Instruction B.7): 9,956/$101,256
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12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the
fiscal year in reliance on
rule 24f-2 (from Item 10): $103,041,971
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 101,256
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 4,867,777
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(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to rule 24e-2 (if
applicable): + 0
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(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on rule 24f-2 [line
(i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): 98,275,450
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(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): X 1/3300
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 29,780.44
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INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE ISSUER'S FISCAL
YEAR. See instruction C.3.
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13. Check box if fees are being
remitted to the Commission's
lockbox depository as described in
section 3a of the Commission's
Rules of Informal and Other I---I
Procedures (17 CFR 202.3a). I X I
I---I
Date of mailing or wire transfer
of filing fees to Commission's
lockbox depository: 10/28/96
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Erik Olstein
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Erik Olstein, Secretary
Date: October 29, 1996
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* Please print the name and title of the signing officer below the
signature.
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
Direct Dial: (215) 564-8047
October 28, 1996
The Olstein Funds
4 Manhattanville Road
Purchase, NY 10577
Gentlemen:
You have informed us that, in accordance with
Rule 24f-2 under the Investment Company Act of 1940, as amended,
(the "1940 Act"), The Olstein Funds, a Delaware business trust
(the "Trust"), intends to file a Rule 24f-2 Notice with the U.S.
Securities and Exchange Commission (the "SEC"), setting forth,
among other things, that during the period beginning August 18,
1995 and ending August 31, 1996, from the Trust's effective date
through the Trust's most recently ended fiscal year, the Trust,
having elected to register an indefinite number of shares of
beneficial interest, sold shares of beneficial interest of The
Olstein Financial Alert Fund series with an aggregate public
offering price of $98,275,450 in reliance upon Rule 24f-2.
The purpose of filing the Trust's Rule 24f-2 Notice is
to make definite the amount of shares of beneficial interest
registered under the Securities Act of 1933 (the "1933 Act") for
such period. You have also informed us that all such shares and
fractions were issued and sold in accordance with the provisions
relating thereto in the registration statement then in effect
under the 1933 Act and the 1940 Act.
We have acted as legal counsel to the Trust during the
period of time referred to above and, as such, have reviewed the
Agreement and Declaration of Trust of the Trust, its Bylaws, the
registration statements that have been filed with the SEC under
the 1940 and 1933 Acts, and such minutes of the Trust's
proceedings and other documents as we deem material to our
opinion. Based on the foregoing, we are of the opinion that the
shares described in the first paragraph of this letter as having
been sold during the period beginning August 18, 1995 and ending
August 31, 1996 in reliance upon Rule 24f-2 were fully-paid, non-
assessable and legally issued shares of beneficial interest of
the Trust.
We hereby consent to the filing of this opinion with
the SEC as an exhibit or accompaniment to the aforementioned
Rule 24f-2 Notice, as an exhibit to the Trust's amendment to its
registration statement under the 1933 Act, and to any reference
to us in the prospectuses of each Series of the Trust as legal
counsel who have passed upon the legality of the offering of such
shares of beneficial interest. We also consent to the filing of
this opinion with the securities regulatory agencies of any
states or other jurisdictions in which the shares of beneficial
interest of the Trust are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: Joseph V. Del Raso
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Joseph V. Del Raso
JDR:cdj
185628.1
