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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
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Rule 14c-(d)(2))
[ ] Definitive Information Statement
American Odyssey Funds, Inc.
----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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AMERICAN ODYSSEY FUNDS, INC.
TWO TOWER CENTER
EAST BRUNSWICK, NEW JERSEY 08816
NOTICE OF NEW SUBADVISORY AGREEMENT
FOR THE EMERGING OPPORTUNITIES FUND
American Odyssey Funds, Inc. ("AOF") wants you to know about a change in
ownership involving Cowen & Co., one of the two subadvisers to the American
Odyssey Emerging Opportunities Fund.
Cowen & Co. was recently acquired by Societe Generale and is now known as
SG Cowen Securities Corporation ("SG Cowen"). Because of this change in
ownership, the federal securities laws require that the Emerging Opportunities
Fund's investment subadvisory agreement with Cowen & Co. end and that AOF enter
into a new subadvisory agreement with SG Cowen. Accordingly, the Board of
Directors of AOF (the "Board") has approved a new subadvisory agreement with SG
Cowen.
The new subadvisory agreement will not result in any significant changes
for the Emerging Opportunities Fund. In particular:
- American Odyssey Funds Management, Inc. (the "Manager") will
continue to allocate the Fund's assets between the SG Cowen and
Chartwell Investment Partners, the Fund's two subadvisers.
- The personnel and the nature of the services SG Cowen provides will
not change. SG Cowen, through its investment management division,
now known as SG Cowen Asset Management, will continue to provide the
same investment advisory services to the Emerging Opportunities Fund
as before.
- The new subadvisory agreement with SG Cowen is exactly the same as
the old agreement with Cowen & Co. except for the name of the
subadviser and the date. Advisory and subadvisory fees will not
change.
- SG Cowen will pay for the costs of entering into the new subadvisory
agreement, including the cost of sending you this notice. The Fund
will not pay for any of these costs.
WE ARE NOT ASKING YOU FOR VOTING INSTRUCTIONS, AND YOU ARE REQUESTED NOT TO
SEND US VOTING INSTRUCTIONS. In accordance with an order issued by the
Securities and Exchange Commission (the "SEC"), shareholders do not need to
approve the new subadvisory agreement, and we therefore have not scheduled a
special shareholders meeting. Instead, we are sending you this notice which
gives the same information you would have received if we had asked you to vote
on the agreement. We began distribution of this notice on August , 1998.
As you can see, we have included this notice with our semi-annual report
dated June 30, 1998. Upon request, we will send you a free copy of our most
recent annual report, which was dated December 31, 1997. If you would like a
copy, please write to American Odyssey Funds Management, Inc., Two Tower Center,
East Brunswick, New Jersey 08816, or call 1-800-242-7884.
The following pages contain additional information about SG Cowen and the
new subadvisory agreement. If you have any questions, please call us at
1-800-242-7884.
WHY THE OLD SUBADVISORY AGREEMENT ENDED
On July 1, 1998, a wholly-owned subsidiary of Societe Generale called
Societe Generale Securities Corporation acquired the business of Cowen & Co. and
became SG Cowen. Societe Generale is a leading
<PAGE> 3
international commercial and investment bank established in 1864. Societe
Generale is headquartered in France and has a global network of offices in over
eighty countries.
The federal securities laws require that when a mutual fund's investment
adviser or subadviser has a change in ownership, the fund's agreement with that
adviser or subadviser must end. If the mutual fund wants the adviser or
subadviser to continue to provide investment advisory services, the fund and the
adviser or subadviser must enter into a new agreement. Because of this rule, the
Emerging Opportunities Fund's subadvisory agreement with Cowen & Co. ended on
July 1.
WHY THE BOARD APPROVED THE NEW SUBADVISORY AGREEMENT
Cowen & Co. has served as a subadviser to the Emerging Opportunities Fund
since May 1, 1997. We wanted Cowen & Co. to continue to serve in this role,
regardless whether Societe Generale acquired it. For that reason, on May 28,
1998, the Board both re-approved the existing agreement with Cowen & Co. and
approved a new subadvisory agreement with SG Cowen to be executed when Societe
Generale completed the acquisition. (On July 1, 1998, Societe Generale did
complete the acquisition. On that day, Cowen & Co. became SG Cowen, the old
subadvisory agreement with Cowen & Co. ended, and the new agreement with SG
Cowen became effective.) Approving the new agreement was an easy decision for
the Board, because the new agreement simply maintains the status quo. We
summarize four key points below.
First, the new subadvisory agreement with SG Cowen is virtually identical
to the old subadvisory agreement with Cowen & Co. The old agreement with Cowen &
Co. became effective on May 1, 1998. (Between May 1, 1997 and April 30, 1998, a
very similar agreement was in effect.) Shareholders had approved the old
agreement on April 23, 1997. The new agreement with SG Cowen has two differences
from the old agreement: the new agreement says "SG Cowen Securities Corporation"
instead of "Cowen & Co.," and it is dated July 1 instead of May 1, 1998.
Otherwise, the terms of the two agreements are the same, including the
subadvisory fee the Emerging Opportunities Fund pays to the subadviser. While
re-approving the old agreement, the Board compared the subadvisory fee to the
fees other investment advisers receive. The Board concluded that the fee remains
reasonable and within the range of fees charged for similar services.
Second, SG Cowen will provide the Emerging Opportunities Fund with the same
services it provided before as Cowen & Co. The Board considered information
about Societe Generale's acquisition of Cowen & Co. Personnel at SG Cowen
providing investment advisory services to the Fund remain the same as before the
acquisition. In particular, William Church has had responsibility for the
day-to-day management of the portion of the Emerging Opportunities Fund managed
by Cowen & Co. since it became a subadviser to the Fund. Mr. Church continues in
that role for SG Cowen.
Third, the Fund does not have to pay for the costs of entering into the new
subadvisory agreement. SG Cowen is paying for these costs, including the cost of
sending you this notice.
Fourth, entering into the new agreement with SG Cowen permits the Manager
to continue its strategy of allocating the Emerging Opportunities Fund's assets
between the Fund's two subadvisers. SG Cowen follows primarily a "value"
approach to investing, while Chartwell Investment Partners, the Fund's other
subadviser takes a more "growth"-oriented approach. The Board believes that the
added diversification provided by dividing the Fund's assets between subadvisers
using contrasting investment styles benefits the Fund and you as an investor in
it.
WHY SHAREHOLDERS DO NOT HAVE TO APPROVE THE NEW AGREEMENT
AOF operates under a Manager/Subadviser structure for investment advisory
services. The Manager manages the investment operations of AOF, including the
Emerging Opportunities Fund. As part of its
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<PAGE> 4
responsibilities, the Manager monitors and oversees the performance of the
subadvisers, who make the day-to-day investment decisions for the Funds. The
Manager also recommends changes in subadvisers if warranted.
In part because it operates under the Manager/Subadviser structure, AOF has
received permission from the SEC for the Board to add or change subadvisers and
enter into new subadvisory agreements without shareholder approval. The Board
will only make these types of changes if it concludes that doing so is in the
Fund's best interest. The Board has concluded here that entering into the new
subadvisory agreement with SG Cowen on the same terms as the old agreement with
Cowen & Co. is in the Fund's best interest.
INFORMATION ABOUT THE NEW SUBADVISORY AGREEMENT
As we have explained, the new subadvisory agreement with SG Cowen is the
same as the old agreement with Cowen & Co., except for SG Cowen's name and the
date. We summarize here the key terms of the agreement. We have also included
the complete text of the new agreement as an appendix to this notice.
The agreement provides:
- That, subject to the supervision of the Manager and the Board, SG
Cowen will manage the investment operations of the assets of the
Emerging Opportunities Fund that the Manager allocates to it.
- That SG Cowen will comply with the Fund's investment objectives,
policies, and applicable law.
- That SG Cowen will keep certain of the Fund's books and records and
will furnish information to the Manager, the Board, and the Fund's
custodian.
- That, as required by the federal securities laws, the agreement can
continue indefinitely if the Board of Directors re-approves the
agreement annually after the agreement's second year.
- That AOF, the Manager, and SG Cowen each has the right to terminate
the agreement upon at least thirty days' notice.
- That if SG Cowen breaches its fiduciary duty, intentionally engages
in wrongdoing, or is grossly negligent or acts in reckless disregard
of its duties to the Fund, it will be liable for any resulting loss
to the Emerging Opportunities Fund. SG Cowen otherwise has no
liability to the Fund.
- And finally, that the Emerging Opportunities Fund will pay SG Cowen
a subadvisory fee at an annual rate equal to:
- 0.50% of the first $50 million of the Fund's assets allocated to
SG Cowen, plus
- 0.45% of the next $50 million of the Fund's assets allocated to
SG Cowen, plus
- 0.40% of the Fund's assets over $100 million allocated to SG
Cowen.
This is the same subadvisory fee that Cowen & Co. received under
the old agreement. (For the Emerging Opportunities Fund's assets
allocated to Chartwell Investment Partners, the Fund's other
subadviser, the Fund pays Chartwell a separate subadvisory fee at
a slightly higher rate. The Fund also pays a fee to the Manager
equal to an annual rate of 0.25% of the Fund's assets.)
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<PAGE> 5
ADDITIONAL INFORMATION ABOUT SG COWEN
The following chart provides information about the directors and officers
of SG Cowen.
<TABLE>
<CAPTION>
NAME POSITION WITH SG COWEN PRINCIPAL OCCUPATION
---- ---------------------- --------------------
<S> <C> <C>
Joseph M. Cohen.............. Director and Chairman of the Chairman of the Board of SG
Board Cowen
Curtis Welling............... Chief Executive Officer and Chief Executive Officer and
President President of SG Cowen
James Kelly.................. Chief Operating Officer Chief Operating Officer of SG
Cowen
Ray Moran.................... Senior Managing Director Senior Managing Director of
SG Cowen
James M. Walsh............... Director Head of the Private Client
and Industry Services Group
of SG Cowen
Jacques Bouhet............... Director Deputy Chief Executive
Officer, International &
Finance Division and Member
of the Management Committee
of Societe Generale
Jean-Bernard Guillebert...... Director Counselor to the President of
Societe Generale
Jean Huet.................... Director Chief Executive Officer of
Societe Generale Americas and
Member of the Management
Committee of Societe Generale
Alain Joyet.................. Director President of Societe Generale
(Canada) Montreal
Gerald Lacaze................ Director Deputy Director of Societe
Generale
Robert Le Roux............... Director Director of Societe Generale
Jean-Paul Oudot.............. Director Director of Societe Generale
and Member of the Management
Committee of Societe Generale
Yves Tuloup.................. Director Chief Executive Officer,
International & Finance
Division of Societe Generale
and Member of the Management
Committee of Societe Generale
</TABLE>
The address for Messrs. Cohen and Moran is Financial Square, 31st Floor,
New York, New York 10005. The address for Messrs. Welling, Kelly, Walsh, and
Huet is 1221 Avenue of the Americas, New York, New York 10020. The address for
the other individuals listed in the chart (and for Societe Generale as well) is
Tour Societe Generale, 17 Cours Valmy, 92972 Paris - La Defense, France.
SG Cowen serves as investment adviser to one other mutual fund that invests
primarily in small-capitalization stocks. That mutual fund is the SG Cowen
Opportunity Fund, which is a series of SG Cowen Funds, Inc. As of June 30, 1998,
the SG Cowen Opportunity Fund had approximately $86 million in assets. The Cowen
Opportunity Fund pays SG Cowen an advisory fee at an annual rate of 0.90% of net
assets.
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SG Cowen (and its predecessor) buys and sells securities for the Emerging
Opportunities Fund primarily through brokers that provide "soft dollar" credits,
which SG Cowen can use to obtain research services. SG Cowen may use these
brokers if SG Cowen determines that commissions paid to the brokers are
reasonable compared to the services the brokers provide. The Board monitors SG
Cowen's commission practices, including its use of soft dollars.
OTHER INFORMATION
American Odyssey Funds Management, Inc., the Manager, is located at Two
Tower Center, East Brunswick, New Jersey 08816. The Manager serves as the
overall investment adviser to each of the American Odyssey Funds, including the
Emerging Opportunities Fund. RogersCasey Sponsor Services ("RogersCasey"), 1
Parklands Drive, Darien, Connecticut 06820, assists the Manager in monitoring
the performance of the subadvisers and comparing that performance to that of
other investment managers. The Manager pays RogersCasey's fees. RogersCasey does
not receive a fee from the Emerging Opportunities Fund.
The Manager provides accounting services to and keeps the accounts and
records of the Emerging Opportunities Fund (other than those maintained by
Investors Bank and Trust Company). The Manager also serves as transfer agent and
dividend disbursing agent. Investors Bank and Trust Company, 200 Clarendon
Street, Boston, Massachusetts 02116, serves as the custodian of the assets and
is also the accounting services agent for the Fund. The Emerging Opportunities
Fund pays the fees for those services. Investors Bank and Trust Company also
assists the Manager in providing certain administrative services for the Fund.
The Manager, not the Fund, pays the fees for these administrative services.
CFBDS, Inc., 21 Mille Street, Boston, Massachusetts 02109, an indirect
wholly-owned subsidiary of Signature Financial Group, Inc., serves as the
principal underwriter of the Emerging Opportunities Fund. PricewaterhouseCoopers
L.L.P., One Post Office Square, Boston, Massachusetts 02109, serves as AOF's
independent accountants and provides audit services.
Like SG Cowen, Chartwell Investment Partners serves as a subadviser to the
Emerging Opportunities Fund. Chartwell is located at 1235 Westlakes Drive, Suite
330, Berwyn, Pennsylvania 19312.
In 1997, the Emerging Opportunities Fund paid a total of $1,405,303 in
advisory fees. Of this amount, Cowen & Co. received $290,218.
In 1997, the Emerging Opportunities Fund did not pay any commissions to any
brokers affiliated with the Emerging Opportunities Fund, its subadvisers, or the
Manager.
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APPENDIX
The full text of the new subadvisory agreement with SG Cowen Securities
Corporation appears below.
INVESTMENT SUBADVISORY AGREEMENT
Agreement made as of this 1st day of July, 1998, among American Odyssey
Funds, Inc., a Maryland corporation (the "Series Fund"), American Odyssey Funds
Management, Inc., a New Jersey corporation (the "Manager"), and SG Cowen
Securities Corporation, a New York corporation (the "Subadviser").
WHEREAS, American Odyssey Funds Management, Inc. has entered into a
management agreement (the "Management Agreement") with the Series Fund, a
diversified open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"), pursuant to which American
Odyssey Funds Management, Inc. will act as Manager of the Series Fund.
WHEREAS, the Series Fund is currently divided into six separate series or
Funds, each of which is established pursuant to a resolution of the Board of
Directors of the Series Fund, and the Series Fund may in the future add
additional Funds; and
WHEREAS, the Manager has the responsibility of evaluating, recommending,
and supervising investment advisers to each Fund and, in connection therewith,
desires to retain the Subadviser to provide investment advisory services to the
American Odyssey Emerging Opportunities Fund (the "Fund"), the Series Fund has
the responsibility of compensating the investment advisers to each Fund and
desires to retain the Subadviser to provide investment advisory services to the
Fund, and the Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties agree as follows:
1. (a) Subject to the supervision of the Manager and of the Board of
Directors of the Series Fund, the Subadviser shall manage the investment
operations of the assets of the Fund allocated by the Manager to the
Subadviser (such assets referred to as the "Allocated Assets"), including
the purchase, retention and disposition of portfolio investments, in
accordance with the Fund's investment objectives, policies and restrictions
as stated in the Prospectus (such Prospectus and Statement of Additional
Information as currently in effect and as amended or supplemented from time
to time, being herein called the "Prospectus") and subject to the following
understandings:
(i) The Subadviser shall consult periodically with the Manager and
they shall agree upon the current investment strategy for the Allocated
Assets in the light of anticipated cash flows.
(ii) The Subadviser shall provide supervision of the Allocated
Asset's investments and determine from time to time what securities,
options, futures contracts, and other investments included in the
Allocated Assets will be purchased, retained, sold, or loaned by the
Fund, and what portion of the Allocated Assets will be invested or held
uninvested as cash.
(iii) In the performance of its duties and obligations under this
Agreement, the Subadviser shall act in conformity with the Articles of
Incorporation, By-Laws, and Prospectus of the Series Fund and with the
instructions and directions of the Manager and of the Board of Directors
of the Series Fund and will conform to and comply with the requirements
of the 1940 Act, the Internal Revenue Code of 1986, and all other
applicable federal and state laws and regulations.
(iv) The Subadviser will place orders for the securities, options,
futures contracts, and other investments to be purchased or sold as part
of the Allocated Assets with or through such persons, brokers, dealers,
or futures commission merchants (including but not limited to persons
affiliated with the Manager) as the Subadviser may select in order to
carry out the policy with respect to brokerage set forth in the Series
Fund's Registration Statement and Prospectus or as the Board of
Directors may direct from time to time. In providing the Fund with
investment advice and management, the Subadviser will give primary
consideration to securing the most favorable price and efficient
execution. Within the framework of this policy, the Subadviser may
consider such factors as the price of the security, the rate of the
commission, the size and difficulty of the order, the reliability,
integrity, financial condition, general execution and operational
capabilities of competing broker-dealers and futures commission
merchants, and the brokerage and research services they provide to the
Subadviser or the Fund. The parties agree that it is desirable for the
Fund that the Subadviser have access to supplemental investment and
market research and security and economic analysis that certain brokers
or futures commission merchants are able to provide. The parties further
agree that brokers and futures commission merchants that provide such
research and analysis may execute brokerage transactions at a higher
cost to the Fund than would result if orders to execute such
transactions had been placed with other brokers on the sole basis of
ability to obtain the
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most favorable price and efficient execution. Therefore, notwithstanding
the second sentence of this paragraph 1(a)(iv), the Subadviser is
authorized to place orders for the purchase and sale of securities,
options, futures contracts, and other investments for the Fund with
brokers or futures commission merchants who provide the Subadviser with
such research and analysis, subject to review by the Manager and the
Series Fund's Board of Directors from time to time with respect to the
extent and continuation of this practice. The Series Fund and the
Manager acknowledge that the services provided by such brokers or
futures commission merchants may be useful to the Subadviser in
connection with the Subadviser's services to other clients.
When the Subadviser deems the purchase or sale of a security,
option, futures contract, or other investment to be in the best interest
of the Fund as well as other clients of the Subadviser, the Subadviser,
to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities, options,
futures contracts, or other investments to be sold or purchased in order
to obtain the most favorable price or lower brokerage commissions and
efficient execution and to allocate the shares purchased or sold among
the Series Fund and the Subadviser's other clients on a fair and
nondiscriminatory basis, in a manner consistent with the Subadviser's
fiduciary obligations to the Fund and to such other clients.
(v) The Subadviser shall maintain all books and records with
respect to the portfolio transactions of the Allocated Assets required
by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f)
of Rule 31a-1 under the 1940 Act and by Rule 17e-1(c)(2) under the 1940
Act and shall render to the Series Fund such periodic and special
reports as its Board of Directors or the Manager may reasonably request.
(vi) The Subadviser shall provide the Series Fund's custodian on
each business day with information relating to all transactions
concerning the Allocated Assets and shall provide the Manager with such
information upon request of the Manager.
(vii) The investment management services provided by the Subadviser
hereunder are not exclusive, and the Subadviser shall be free to render
similar services to others.
(b) Services to be furnished by the Subadviser under this Agreement
may be furnished through the medium of any directors, officers, or
employees of the Subadviser or its affiliates.
(c) The Subadviser shall keep the books and records with respect to
the Allocated Assets required to be maintained by the Subadviser
pursuant to paragraph 1(a)(v) hereof and shall timely furnish to the
Manager or the Series Fund's custodian all information relating to the
Subadviser's services hereunder needed to keep the other books and
records of the Fund required by Rules 17e-1(c)(2) and 31a-1 under the
1940 Act. The Subadviser agrees that all records which it maintains for
the Fund are the property of the Fund and the Subadviser will surrender
promptly to the Fund any of such records upon the Fund's request,
provided however that the Subadviser may retain a copy of such records.
The Subadviser further agrees to preserve for the periods prescribed by
Rules 17e-1(c)(2) and 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to paragraph 1(a)(v) hereof.
(d) The Subadviser agrees to maintain procedures adequate to ensure
its compliance with the 1940 Act, the Investment Advisers Act of 1940
(the "Advisers Act"), and other applicable state and federal laws and
regulations.
(e) The Subadviser shall furnish to the Manager, upon the Manager's
reasonable request, copies of all records prepared in connection with
(i) the performance of this Agreement and (ii) the maintenance of
compliance procedures pursuant to paragraph 1(d) hereof.
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(f) The Subadviser agrees to provide upon reasonable request of the
Manager or the Series Fund, information regarding the Subadviser,
including but not limited to background information about the Subadviser
and its personnel and performance data, for use in connection with
efforts to promote the Series Fund and the sale of its shares.
2. The Manager shall continue to have responsibility for all services
to be provided to the Fund pursuant to the Management Agreement and shall
oversee and review the Subadviser's performance of its duties under this
Agreement.
3. The Series Fund shall pay the Subadviser, for the services
provided and the expenses assumed pursuant to this Subadvisory Agreement, a
fee at an annual rate of 0.50% of the average daily Net Allocated Assets up
to and including $50 million, plus a fee at an annual rate of 0.45% of the
average daily Net Allocated Assets over $50 million and up to and including
$100 million, plus a fee at an annual rate of 0.40% of the average daily
Net Allocated Assets over $100 million. The term "Net Allocated Assets"
means the Allocated Assets less related liabilities as determined by the
Manager or its designee. This fee will be computed daily and paid monthly.
4. The Subadviser shall not be liable for any loss suffered by the
Series Fund or the Manager as a result of any negligent act or error of
judgment of the Subadviser in connection with the matters to which this
Agreement relates, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the 1940 Act) or loss resulting from willful
misfeasance, bad faith or gross negligence on the Subadviser's part in the
performance of its duties or from its reckless disregard of its obligations
and duties under this Agreement. The Series Fund shall indemnify the
Subadviser and hold it harmless from all loss, cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Subadviser
resulting from actions from which it is relieved of responsibility by this
paragraph. The Subadviser shall indemnify the Series Fund and the Manager
and hold them harmless from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the Series Fund and the
Manager resulting from actions from which the Subadviser is not relieved of
responsibility by this paragraph.
5. This Agreement shall continue in effect for a period of more than
two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act; provided, however, that this Agreement may be terminated
by the Fund at any time, without the payment of any penalty, by the Board
of Directors of the Series Fund or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund, or by the
Manager or the Subadviser at any time, without the payment of any penalty,
on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act) or upon the termination of the
Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any
of the Subadviser's directors, officers, or employees to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit the Subadviser's right to engage in any other
business or to render services of any kind to any other corporation, firm,
individual, or association, except as described in Paragraph 1(a)(vii)
above.
7. During the term of this Agreement, the Manager agrees to furnish
the Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Fund or the public, which refer to the
Subadviser in any way, prior to use thereof and not to use material if the
Subadviser reasonably objects in writing five business days (or such other
time as may be mutually agreed) after receipt thereof. Such materials may
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<PAGE> 10
be furnished to the Subadviser hereunder by first class mail, overnight
delivery service, facsimile transmission equipment, or hand delivery.
8. This Agreement may be amended by mutual consent, but the consent
of the Series Fund must be obtained in conformity with the requirements of
the 1940 Act.
9. Except as otherwise specifically provided in this Agreement, any
notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by certified or
registered mail, return receipt requested and postage prepaid, (1) to the
American Odyssey Funds, Inc. at Two Tower Center, East Brunswick, New
Jersey 08816, Attention: President; (2) to American Odyssey Funds
Management, Inc. at Two Tower Center, East Brunswick, New Jersey 08816,
Attention: Secretary; or (3) to SG Cowen Securities Corporation, at
Financial Square, New York, New York 10005, Attention: President.
10. This Agreement shall be governed by the laws of the State of New
Jersey.
11. This Agreement may be executed in two or more counterparts, which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
<TABLE>
<S> <C>
AMERICAN ODYSSEY FUNDS, INC.
- ----------------------------------------------------- By:
---------------------------------------------------
Witness
AMERICAN ODYSSEY FUNDS MANAGEMENT, INC.
- ----------------------------------------------------- By:
---------------------------------------------------
Witness
SG COWEN SECURITIES CORPORATION
- ----------------------------------------------------- By:
---------------------------------------------------
Witness
</TABLE>
9
