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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 Form before preparing Form.
Please print or type.
1. Name and address of issuer:
American Odyssey Funds, Inc.
Two Tower Center
East Brunswick, NJ 08816
2. Name of each series or class of funds for which this notice is filed:
International Equity Fund, Emerging Opportunities Fund, Core Equity
Fund, Long-Term Bond Fund, Intermediate-Term Bond Fund, Short-Term Bond
Fund
3. Investment Company Act File Number: 811-7450
Securities Act File Number: 33-57536
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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
declaration: / /
N/A
6. Date of termination os issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
389,469.521 $5,186,684.60
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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:
389,469.521 $5,186,684.60
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):
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
year in reliance on rule 24f-2 (from item 10): $5,186,684.60
(ii) Aggregate price of shares issued in connection with
dividend reinvestments plans (from item 11, if
applicable): + 0
(iii) Aggregate price os shares redeemed or repurchased
during the fiscal year (if applicable): -2,397,743.42
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24f-2 (if appicable): + 0
(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): $2,788,941.18
(vi) Multiplier prescribed by Section 6(b) of the
Securities 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 845.13
Instruction: Issuers should complete this (ii), (iii), 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.
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 Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 26, 1997
SIGNATURES
This report has been signed below by the following persons on behalf other
issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Paul S. Feinberg
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Paul S. Feinberg, Senior Vice President and Secretary
Date February 27, 1997
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* Please print the name and title of the signing officer below the signature.
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SHEA & GARNER LETTERHEAD
February 24, 1997
American Odyssey Funds, Inc.
Two Tower Center
East Brunswick, New Jersey 08816
Re: Registration No. 33-87536
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Ladies and Gentlemen:
We have served as counsel to American Odyssey Funds Management, Inc. in
connection with the registration with the Securities and Exchange Commission of
an indefinite number of securities issued by American Odyssey Funds, Inc. (the
"Fund") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Fund is preparing to file a Form 24F-2 with the Commission
pursuant to which the registration of all securities issued during the year
ended December 31, 1996 is made definite. In addition to the securities
identified under Item 9 of the Form, the Fund also issued securities to
unmanaged separate accounts offering interests in those accounts that are
registered under the Securities Act of 1933 and on which a registration fee has
been or will be paid. Shares sold to such separate accounts are excluded from
Item 9 based on the Commission's position referenced in Instruction B.5. to the
Form.
Based on our examination of the relevant documents contained in the
Fund's registration statement, and in reliance upon certain exhibits to that
registration statement, and assuming that the securities were issued in
accordance with the terms described in that registration statement, that the
Fund received payment for the securities, and that any appropriate action was
taken to qualify the sale of the securities under applicable state laws, we are
of the opinion that the securities are valid, legal and binding obligations of
the Fund in accordance with their terms and are nonassessable.
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American Odyssey Funds, Inc.
February 24, 1997
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We consent to the filing of this opinion, in connection with Form
24F-2, with the Securities and Exchange Commission.
Yours truly,
SHEA & GARNER
By: /s/ CHRISTOPHER E. PALMER
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Christopher E. Palmer
CEP/dd
