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<PAGE> PAGE 11
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<PAGE> PAGE 20
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<PAGE> PAGE 21
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<PAGE> PAGE 22
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<PAGE> PAGE 23
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<PAGE> PAGE 24
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<PAGE> PAGE 25
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<PAGE> PAGE 26
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<PAGE> PAGE 27
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008 A000601 AMERICAN ODYSSEY FUNDS MANAGEMENT, INC.
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<PAGE> PAGE 28
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<PAGE> PAGE 29
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<PAGE> PAGE 30
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<PAGE> PAGE 31
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SIGNATURE PAUL S. FEINBERG
TITLE V.P. & SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> American Odyssey International Equity Fund
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 231,614,809
<INVESTMENTS-AT-VALUE> 308,885,455
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<PAYABLE-FOR-SECURITIES> 1,236,692
<SENIOR-LONG-TERM-DEBT> 0
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 235,819,921
<SHARES-COMMON-STOCK> 17,590,080
<SHARES-COMMON-PRIOR> 17,809,092
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 317,522,543
<DIVIDEND-INCOME> 2,909,366
<INTEREST-INCOME> 127,701
<OTHER-INCOME> 0
<EXPENSES-NET> 1,100,094
<NET-INVESTMENT-INCOME> 1,936,973
<REALIZED-GAINS-CURRENT> 7,488,378
<APPREC-INCREASE-CURRENT> 11,993,837
<NET-CHANGE-FROM-OPS> 21,419,188
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 897,487
<NUMBER-OF-SHARES-REDEEMED> 1,116,499
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> American Odyssey Emerging Opportunities Fu
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 290,989,522
<INVESTMENTS-AT-VALUE> 305,083,883
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<PAYABLE-FOR-SECURITIES> 4,933,347
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 220,356
<TOTAL-LIABILITIES> 5,153,703
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 291,106,025
<SHARES-COMMON-STOCK> 23,085,191
<SHARES-COMMON-PRIOR> 20,493,456
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 334,222
<ACCUMULATED-NET-GAINS> 10,770,007
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 14,094,361
<NET-ASSETS> 315,636,171
<DIVIDEND-INCOME> 559,384
<INTEREST-INCOME> 234,044
<OTHER-INCOME> 0
<EXPENSES-NET> 1,127,650
<NET-INVESTMENT-INCOME> (334,222)
<REALIZED-GAINS-CURRENT> 12,855,600
<APPREC-INCREASE-CURRENT> 26,012,178
<NET-CHANGE-FROM-OPS> 38,533,556
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 25,671,500
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,769,048
<NUMBER-OF-SHARES-REDEEMED> (1,080,315)
<SHARES-REINVESTED> 1,903,002
<NET-CHANGE-IN-ASSETS> 47,306,366
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 23,585,907
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,042,514
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,186,904
<AVERAGE-NET-ASSETS> 277,213,950
<PER-SHARE-NAV-BEGIN> 13.09
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.80
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 1.21
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.67
<EXPENSE-RATIO> 0.82
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 3
<NAME> American Odyssey Core Equity Fund
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 382,934,300
<INVESTMENTS-AT-VALUE> 497,413,681
<RECEIVABLES> 6,878,423
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 504,292,104
<PAYABLE-FOR-SECURITIES> 1,495,113
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 485,022
<TOTAL-LIABILITIES> 1,980,135
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 360,152,055
<SHARES-COMMON-STOCK> 26,311,660
<SHARES-COMMON-PRIOR> 22,953,325
<ACCUMULATED-NII-CURRENT> 2,865,320
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 24,815,213
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 114,479,381
<NET-ASSETS> 502,311,969
<DIVIDEND-INCOME> 4,306,783
<INTEREST-INCOME> 67,475
<OTHER-INCOME> 0
<EXPENSES-NET> 1,507,741
<NET-INVESTMENT-INCOME> 2,866,517
<REALIZED-GAINS-CURRENT> 25,304,517
<APPREC-INCREASE-CURRENT> 10,217,516
<NET-CHANGE-FROM-OPS> 38,388,550
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,078,603
<DISTRIBUTIONS-OF-GAINS> 65,203,555
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 790,440
<NUMBER-OF-SHARES-REDEEMED> 1,197,671
<SHARES-REINVESTED> 3,765,566
<NET-CHANGE-IN-ASSETS> 29,358,707
<ACCUMULATED-NII-PRIOR> 6,077,406
<ACCUMULATED-GAINS-PRIOR> 64,714,251
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,354,921
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,556,364
<AVERAGE-NET-ASSETS> 487,690,951
<PER-SHARE-NAV-BEGIN> 20.61
<PER-SHARE-NII> 0.11
<PER-SHARE-GAIN-APPREC> 1.53
<PER-SHARE-DIVIDEND> 0.27
<PER-SHARE-DISTRIBUTIONS> 2.89
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.09
<EXPENSE-RATIO> 0.62
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 4
<NAME> American Odyssey Long-Term Bond Fund
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 249,576,056
<INVESTMENTS-AT-VALUE> 242,977,866
<RECEIVABLES> 2,966,377
<ASSETS-OTHER> 1,867,532
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 247,811,775
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,966,996
<TOTAL-LIABILITIES> 4,966,996
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 246,383,952
<SHARES-COMMON-STOCK> 23,974,467
<SHARES-COMMON-PRIOR> 22,145,289
<ACCUMULATED-NII-CURRENT> 8,283,989
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 5,378,417
<ACCUM-APPREC-OR-DEPREC> (6,444,745)
<NET-ASSETS> 242,844,779
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 9,026,914
<OTHER-INCOME> 0
<EXPENSES-NET> 741,478
<NET-INVESTMENT-INCOME> 8,285,436
<REALIZED-GAINS-CURRENT> (5,762,527)
<APPREC-INCREASE-CURRENT> (10,588,703)
<NET-CHANGE-FROM-OPS> (8,065,794)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,567,381
<DISTRIBUTIONS-OF-GAINS> 6,872,189
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,026,367
<NUMBER-OF-SHARES-REDEEMED> 1,330,480
<SHARES-REINVESTED> 2,133,291
<NET-CHANGE-IN-ASSETS> (11,520,037)
<ACCUMULATED-NII-PRIOR> 14,565,934
<ACCUMULATED-GAINS-PRIOR> 7,256,299
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 618,727
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 741,478
<AVERAGE-NET-ASSETS> 249,918,240
<PER-SHARE-NAV-BEGIN> 11.49
<PER-SHARE-NII> 0.35
<PER-SHARE-GAIN-APPREC> (0.73)
<PER-SHARE-DIVIDEND> 0.67
<PER-SHARE-DISTRIBUTIONS> 0.31
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.13
<EXPENSE-RATIO> 0.60
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 5
<NAME> American Odyssey Intermediate-Term Bond Fu
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 130,656,900
<INVESTMENTS-AT-VALUE> 129,232,070
<RECEIVABLES> 1,869,531
<ASSETS-OTHER> 43,025
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 131,144,626
<PAYABLE-FOR-SECURITIES> 5,973,120
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79,764
<TOTAL-LIABILITIES> 6,052,884
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 124,663,059
<SHARES-COMMON-STOCK> 12,216,194
<SHARES-COMMON-PRIOR> 11,356,645
<ACCUMULATED-NII-CURRENT> 3,526,447
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1,672,934
<ACCUM-APPREC-OR-DEPREC> (1,424,830)
<NET-ASSETS> 125,091,742
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,897,320
<OTHER-INCOME> 0
<EXPENSES-NET> 370,840
<NET-INVESTMENT-INCOME> 3,526,480
<REALIZED-GAINS-CURRENT> (1,672,237)
<APPREC-INCREASE-CURRENT> (1,403,173)
<NET-CHANGE-FROM-OPS> 451,070
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,579,835
<DISTRIBUTIONS-OF-GAINS> 3,746,307
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 495,535
<NUMBER-OF-SHARES-REDEEMED> 648,353
<SHARES-REINVESTED> 1,012,367
<NET-CHANGE-IN-ASSETS> (1,266,781)
<ACCUMULATED-NII-PRIOR> 6,579,802
<ACCUMULATED-GAINS-PRIOR> 3,745,610
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 306,750
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 370,840
<AVERAGE-NET-ASSETS> 126,351,826
<PER-SHARE-NAV-BEGIN> 11.13
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> (0.27)
<PER-SHARE-DIVIDEND> 0.59
<PER-SHARE-DISTRIBUTIONS> 0.33
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.24
<EXPENSE-RATIO> 0.59
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from American Odyssey Funds, Inc.
form N-SAR for the period ended June 30, 1999
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
<NUMBER> 6
<NAME> American Odyssey Global High-Yield Bond Fu
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> 89,658,345
<INVESTMENTS-AT-VALUE> 86,360,952
<RECEIVABLES> 1,883,134
<ASSETS-OTHER> 242,766
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 88,486,852
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 92,638
<TOTAL-LIABILITIES> 92,638
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 92,690,167
<SHARES-COMMON-STOCK> 8,968,393
<SHARES-COMMON-PRIOR> 8,265,528
<ACCUMULATED-NII-CURRENT> 4,299,529
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 5,283,730
<ACCUM-APPREC-OR-DEPREC> (3,311,752)
<NET-ASSETS> 88,394,214
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,648,183
<OTHER-INCOME> 0
<EXPENSES-NET> 349,015
<NET-INVESTMENT-INCOME> 4,299,168
<REALIZED-GAINS-CURRENT> (166,470)
<APPREC-INCREASE-CURRENT> 773,270
<NET-CHANGE-FROM-OPS> 4,905,968
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,442,107
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 461,069
<NUMBER-OF-SHARES-REDEEMED> 312,955
<SHARES-REINVESTED> 554,751
<NET-CHANGE-IN-ASSETS> 6,386,142
<ACCUMULATED-NII-PRIOR> 5,442,468
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 5,117,260
<GROSS-ADVISORY-FEES> 287,669
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 349,015
<AVERAGE-NET-ASSETS> 85,941,444
<PER-SHARE-NAV-BEGIN> 9.92
<PER-SHARE-NII> 0.47
<PER-SHARE-GAIN-APPREC> 0.12
<PER-SHARE-DIVIDEND> 0.65
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.86
<EXPENSE-RATIO> 0.82
</TABLE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 1: Emerging Opportunities Fund, purchase of Covad Communications
Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Bear Stearns. Bear Stearns was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
4,400 Shares of Covad Communications, Inc., a company in continuous operation
for 3+ years, in an initial public offering at the offering price of $18.00 per
unit on January 21, 1999. The underwriting selling concession was 3.78%. The
percentage of the offering purchased by the Emerging Opportunities Fund was
0.0564% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 2: Emerging Opportunities Fund, purchase of Serena Software, Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Hambrecht & Quist. Hambrecht & Quist was not an affiliated underwriter of
the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
7,400 Shares of Serena Software, Inc., a company in continuous operation for 3+
years, in an initial public offering at the offering price of $13.00 per unit on
February 12, 1999. The underwriting selling concession was 4.23%. The percentage
of the offering purchased by the Emerging Opportunities Fund was 0.1233% of the
total offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 3: Emerging Opportunities Fund, purchase of Multex.com
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Robertson Stephens. Robertson Stephens was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
5,600 Shares of Multex.com, a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $14.00 per unit on March 17,
1999. The underwriting selling concession was 4.21%. The percentage of the
offering purchased by the Emerging Opportunities Fund was 0.1867% of the total
offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 4: Emerging Opportunities Fund, purchase of OneMain.com, Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Alex Brown. Alex Brown was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Robinson-Humphrey was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
3,600 Shares of OneMain.com, Inc., a company in continuous operation for 3+
years, in an initial public offering at the offering price of $22.00 per unit on
March 25, 1999. The underwriting selling concession was 3.86%. The percentage of
the offering purchased by the Emerging Opportunities Fund was 0.0424% of the
total offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 5: Emerging Opportunities Fund, purchase of Prodigy Communications
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Robertson Stephens. Robertson Stephens was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Robinson-Humphrey was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
2,000 Shares of Prodigy Communications, a company in continuous operation for 3+
years, in an initial public offering at the offering price of $15.00 per unit on
February 10, 1999. The underwriting selling concession was 4.07%. The percentage
of the offering purchased by the Emerging Opportunities Fund was 0.025% of the
total offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 6: Emerging Opportunities Fund, purchase of Vignette Corp.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley. Morgan Stanley was not an affiliated underwriter of the
Fund.
2. Identify the underwriting syndicate's members.
Robinson-Humphrey was the affiliated underwriter of the Fund and the syndicate
included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
3,500 Shares of Vignette Corp., a company in continuous operation for 3+ years,
in an initial public offering at the offering price of $19.00 per unit on
February 18, 1999. The underwriting selling concession was 4.32%. The percentage
of the offering purchased by the Emerging Opportunities Fund was 0.0875% of the
total offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 7: Long-Term Bond Fund, purchase of Pepsi Bottling Group, 7.00%,
due 03/01/29.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
First Boston. First Boston was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $970,000
principal face of Pepsi Bottling Group, a company in continuous operation for 3+
years, in an initial public offering at the offering price of $99.32 per unit on
March 3, 1999. The underwriting spread paid was 0.60%. The percentage of the
offering purchased by the Long-Term Bond Fund was 0.097% of the total offering.
The security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.60% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 8: Intermediate-Term Bond Fund, purchase of Ford Motor Credit,
5.80%, due 1/12/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Bear Stearns. Bear Stearns was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,400,000 principal face of Ford Motor Credit, a
company in continuous operation for 3+ years, in an initial public offering at
the offering price of $99.662 per unit on January 6, 1999. The underwriting
spread paid was 0.45%. The percentage of the offering purchased by the
Intermediate-Term Bond Fund was 0.2286% of the total offering. The security
purchased was part of an issue registered with the Securities and Exchange
Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.45% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 9: Intermediate-Term Bond Fund, purchase of AT&T Capital Corp.,
6.875%, due 1/16/01
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
CS First Boston. CS First Boston was not an affiliated underwriter of the
Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,400,000 principal face of AT&T Capital Corp., a
company in continuous operation for 3+ years, in an initial public offering at
the offering price of $99.898 per unit on January 11, 1999. The underwriting
spread paid was 0.30%. The percentage of the offering purchased by the
Intermediate-Term Bond Fund was 0.8533% of the total offering. The security
purchased was part of an issue registered with the Securities and Exchange
Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.30% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 10: Intermediate-Term Bond Fund, purchase of Bank America,
5.875%, due 2/15/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Nationsbank. Nationsbank was not an affiliated underwriter of
the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,300,000 principal face of Bank America, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.319 per unit on February 2, 1999. The underwriting spread paid was
0.65%. The percentage of the offering purchased by the Intermediate-Term Bond
Fund was 0.4200% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.65% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 11: Intermediate-Term Bond Fund, purchase of Merrill Lynch,
6.00%, due 2/17/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley. Morgan Stanley was not an affiliated
underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,300,000 principal face of Merrill Lynch, a company
in continuous operation for 3+ years, in an initial public offering at the
offering price of $99.488 per unit on February 9, 1999. The underwriting spread
paid was 0.45%. The percentage of the offering purchased by the
Intermediate-Term Bond Fund was 0.3150% of the total offering. The security
purchased was part of an issue registered with the Securities and Exchange
Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.45% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 12: Intermediate-Term Bond Fund, purchase of AT&T Corp., 6.00%,
due 3/15/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Merrill Lynch. Merrill Lynch was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,000,000 principal face of AT&T Corp., a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.765 per unit on March 23, 1999. The underwriting spread paid was
0.45%. The percentage of the offering purchased by the Intermediate-Term Bond
Fund was .2000% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled first quarter 1999 meeting as well as
information supporting the reasonableness of the 0.45% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
<PAGE>
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 13: Global High Yield Bond Fund, purchase of Charter
Communications - 144A, Discount, 9.92%, due 4/1/11
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $250,000 principal face of Charter Communications, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $61.394 per unit on March 12, 1999. The underwriting spread paid was
3.00%. The percentage of the offering purchased by the Global High Yield Bond
Fund was .0169% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 14: Global High Yield Bond Fund, purchase of Charter
Communications - 144A, 8.625%, due 4/1/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $250,000 principal face of Charter Communications, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.695 per unit on March 12, 1999. The underwriting spread paid was
3.00%. The percentage of the offering purchased by the Global High Yield Bond
Fund was .0167% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 15: Global High Yield Bond Fund, purchase of Hollywood Casino
- 144A, 11.25%, due 5/1/07
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Bear Stearns. Bear Stearns was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Credit Suisse First Boston was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $150,000 principal face of Hollywood Casino, a company in continuous
operation for 3+ years, in an initial public offering at the offering price of
$100.25 per unit on May 14, 1999. The underwriting spread paid was 3.00%. The
percentage of the offering purchased by the Global High Yield Bond Fund was
.0500% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 16: Global High Yield Bond Fund, purchase of Aztar Corp.
- 144A, 8.875%, due 5/15/07
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter of the
Fund.
2. Identify the underwriting syndicate's members.
Credit Suisse First Boston was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $250,000 principal face of Aztar Corp., a company in continuous
operation for 3+ years, in an initial public offering at the offering price of
$100.125 per unit on April 27, 1999. The underwriting spread paid was 3.00%. The
percentage of the offering purchased by the Global High Yield Bond Fund was
.1064% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 17: Global High Yield Bond Fund, purchase of Lyondell Chemical
- 144A, 9.875%, due 5/1/07
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Donaldson, Lufkin & Jenrette. Donaldson, Lufkin & Jenrette was not an
affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $200,000 principal face of Lyondell Chemical, a company in continuous
operation for 3+ years, in an initial public offering at the offering price of
$100.000 per unit on May 11, 1999. The underwriting spread paid was 3.00%. The
percentage of the offering purchased by the Global High Yield Bond Fund was
.0222% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 18: Global High Yield Bond Fund, purchase of Rythms NetConnections
- 144A, 12.75%, due 4/15/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Merrill Lynch. Merrill Lynch was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Global High Yield Bond Fund, managed by Credit Suisse Asset Management,
purchased $400,000 principal face of Rythms NetConnections, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $100.000 per unit on April 16, 1999. The underwriting spread paid was
3.00%. The percentage of the offering purchased by the Global High Yield Bond
Fund was .1231% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 19: Emerging Opportunities Fund, purchase of Rhythms
NetConnections, Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Thomas Weisel. Thomas Weisel was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
300 Shares of Rhythms NetConnections, Inc., a company in continuous operation
for 3+ years, in an initial public offering at the offering price of $21.00 per
unit on April 6, 1999. The underwriting selling concession was 3.95%. The
percentage of the offering purchased by the Emerging Opportunities Fund was
0.0032% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 20: Emerging Opportunities Fund, purchase of ValueAmerica Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Volpe Breswin Whalen. Volpe Breswin Whalen was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Robinson-Humphrey was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
500 Shares of ValueAmerica Inc., a company in continuous operation for 3+ years,
in an initial public offering at the offering price of $23.00 per unit on April
8, 1999. The underwriting selling concession was 4.22%. The percentage of the
offering purchased by the Emerging Opportunities Fund was 0.0090% of the total
offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 21: Emerging Opportunities Fund, purchase of Republic Services,
Inc.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Allen & Co. Allen & Co. was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
42,300 Shares of Republic Services, Inc., a company in continuous operation for
3+ years, in an initial public offering at the offering price of $16.875 per
unit on April 27, 1999. The underwriting selling concession was 1.84%. The
percentage of the offering purchased by the Emerging Opportunities Fund was
0.04229% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 22: Emerging Opportunities Fund, purchase of Northpoint
Communications
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
5,100 Shares of Northpoint Communications, Inc., a company in continuous
operation for 3+ years, in an initial public offering at the offering price of
$24.00 per unit on May 5, 1999. The underwriting selling concession was 4.17%.
The percentage of the offering purchased by the Emerging Opportunities Fund was
0.034% of the total offering. The security purchased was part of an issue
registered with the Securities and Exchange Commission and was part of a firm
commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 23: Emerging Opportunities Fund, purchase of ITC Deltacom
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley. Morgan Stanley was not an affiliated underwriter of the
Fund.
2. Identify the underwriting syndicate's members.
Robinson-Humphrey was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
7,800 Shares of ITC Deltacom, a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $21.00 per unit on May 6,
1999. The underwriting selling concession was 2.67%. The percentage of the
offering purchased by the Emerging Opportunities Fund was 0.1486% of the total
offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant
to Rule 10f-3
Transaction # 24: Emerging Opportunities Fund, purchase of Zany Brany
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley. Morgan Stanley was not an affiliated underwriter of the
Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Emerging Opportunities Fund, managed by Chartwell Investment Partners, purchased
7,700 Shares of Zany Brany, a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $10.00 per unit on June 3,
1999. The underwriting selling concession was 4.20%. The percentage of the
offering purchased by the Emerging Opportunities Fund was 0.1262% of the total
offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made. .
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the selling concession paid to
certify that the purchase was made in compliance with the Board adopted rule
10f-3 procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 25: Long-Term Bond Fund, purchase of RJR Reynolds Tobacco - 144A,
7.75%, due 05/15/06.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Merrill Lynch. Merrill Lynch was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $1,740,000
principal face of RJR Reynolds Tobacco, a company in continuous operation for 3+
years, in an initial public offering at the offering price of $99.454 per unit
on May 10, 1999. The underwriting spread paid was 3.75%. The percentage of the
offering purchased by the Long-Term Bond Fund was 0.348% of the total offering.
The security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.75% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 26: Long-Term Bond Fund, purchase of RJR Reynolds Tobacco - 144A,
7.875%, due 05/15/09.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Merrill Lynch. Merrill Lynch was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $1,740,000
principal face of RJR Reynolds Tobacco, a company in continuous operation for 3+
years, in an initial public offering at the offering price of $98.574 per unit
on May 10, 1999. The underwriting spread paid was 3.75%. The percentage of the
offering purchased by the Long-Term Bond Fund was 0.87% of the total offering.
The security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.75% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 27: Long-Term Bond Fund, purchase of Lyondell Chemical - 144A,
9.875%, due 05/01/07.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Donaldson, Lufkin & Jenrette. Donaldson, Lufkin & Jenrette was
not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $50,000
principal face of Lyondell Chemical, a company in continuous operation for 3+
years, in an initial public offering at the offering price of $100.00 per unit
on May 11, 1999. The underwriting spread paid was 2.10%. The percentage of the
offering purchased by the Long-Term Bond Fund was 0.005% of the total offering.
The security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 2.10% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 28: Long-Term Bond Fund, purchase of Crown Castle Discount Note -
144A, 9.000%, due 05/15/11.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $113,000
principal face of Crown Castle Discount Note, a company in continuous operation
for 3+ years, in an initial public offering at the offering price of $60.34 per
unit on May 12, 1999. The underwriting spread paid was 1.00%. The percentage of
the offering purchased by the Long-Term Bond Fund was 0.0226% of the total
offering. The security purchased was part of an issue registered with the
Securities and Exchange Commission and was part of a firm commitment
underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 1.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 29: Long-Term Bond Fund, purchase of Crown Castle - 144A, 10.375%,
due 05/15/11.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Goldman Sachs. Goldman Sachs was not an affiliated underwriter
of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $28,000
principal face of Crown Castle, a company in continuous operation for 3+ years,
in an initial public offering at the offering price of $100.00 per unit on May
12, 1999. The underwriting spread paid was 1.00%. The percentage of the offering
purchased by the Long-Term Bond Fund was 0.097% of the total offering. The
security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 1.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 30: Long-Term Bond Fund, purchase of Lear Corp. - 144A, 8.11%,
due 05/15/09.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley Dean Witter. Morgan Stanley Dean Witter was not
an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $1,000,000
principal face of Lear Corp., a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $100.00 per unit on May 13,
1999. The underwriting spread paid was 3.00%. The percentage of the offering
purchased by the Long-Term Bond Fund was 0.125% of the total offering. The
security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 31: Long-Term Bond Fund, purchase of Lear Corp. - 144A, 7.96%,
due 05/15/05.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley Dean Witter. Morgan Stanley Dean Witter was not
an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $360,000
principal face of Lear Corp., a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $100.00 per unit on May 13,
1999. The underwriting spread paid was 3.00%. The percentage of the offering
purchased by the Long-Term Bond Fund was 0.0600% of the total offering. The
security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 3.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 32: Long-Term Bond Fund, purchase of U.S. West - 144A, FRN, due
06/15/00.
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
J.P. Morgan. J.P. Morgan was not an affiliated underwriter of
the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Long-Term Bond Fund, managed by Western Asset Management, purchased $1,500,000
principal face of U.S. West, a company in continuous operation for 3+ years, in
an initial public offering at the offering price of $100.00 per unit on June 3,
1999. The underwriting spread paid was 1.00%. The percentage of the offering
purchased by the Long-Term Bond Fund was 0.1500% of the total offering. The
security purchased was part of an issue registered with the Securities and
Exchange Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 1.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 33: Intermediate-Term Bond Fund, purchase of Sprint Capital Corp.,
5.875%, due 5/04/04
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Warburg Dillon Read. Warburg Dillon Read was not an affiliated underwriter of
the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,000,000 principal face of Sprint Capital Corp., a
company in continuous operation for 3+ years, in an initial public offering at
the offering price of $99.503 per unit on April 29, 1999. The underwriting
spread paid was 0.40%. The percentage of the offering purchased by the
Intermediate-Term Bond Fund was .6000% of the total offering. The security
purchased was part of an issue registered with the Securities and Exchange
Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 0.40% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 34: Intermediate-Term Bond Fund, purchase of Paine Webber,
6.125% due 5/15/04
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Paine Webber. Paine Webber was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $3,000,000 principal face of Paine Webber, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.616 per unit on May 13, 1999. The underwriting spread paid was
0.45%. The percentage of the offering purchased by the Intermediate-Term Bond
Fund was .5714% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 0.45% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 35: Intermediate-Term Bond Fund, purchase of Appalachian Power,
6.60%, due 5/01/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Merrill Lynch. Merrill Lynch was not an affiliated underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $6,000,000 principal face of Appalachian Power, a
company in continuous operation for 3+ years, in an initial public offering at
the offering price of $100.000 per unit on May 13, 1999. The underwriting spread
paid was 0.65%. The percentage of the offering purchased by the
Intermediate-Term Bond Fund was 4.0000% of the total offering. The security
purchased was part of an issue registered with the Securities and Exchange
Commission and was part of a firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 0.65% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 36: Intermediate-Term Bond Fund, purchase of FHLMC, 6.45%,
due 4/29/09
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
J.P. Morgan Securities. J.P. Morgan Securities was not an affiliated
underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $3,000,000 principal face of FHLMC, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.942 per unit on April 23, 1999. The underwriting spread paid was
0.00%. The percentage of the offering purchased by the Intermediate-Term Bond
Fund was .1000% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 0.00% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
American Odyssey Funds, Inc.
Form: N-SAR June 30, 1999
Attachment - Item 77O
Transactions effected pursuant to Rule 10f-3
Transaction # 37: Intermediate-Term Bond Fund, purchase of GMAC, 6.85%,
due 6/17/04
If any such transactions were effected during the reporting period, the
following information should be furnished:
1. From whom were the securities acquired.
Morgan Stanley Dean Witter. Morgan Stanley Dean Witter was not an affiliated
underwriter of the Fund.
2. Identify the underwriting syndicate's members.
Salomon Smith Barney was the affiliated underwriter of the Fund and the
syndicate included various other underwriters.
3. Terms of the transaction.
Intermediate-Term Bond Fund, managed by Travelers Asset Management
International, purchased $3,000,000 principal face of GMAC, a company in
continuous operation for 3+ years, in an initial public offering at the offering
price of $99.971 per unit on June 10, 1999. The underwriting spread paid was
0.325%. The percentage of the offering purchased by the Intermediate-Term Bond
Fund was 2.000% of the total offering. The security purchased was part of an
issue registered with the Securities and Exchange Commission and was part of a
firm commitment underwriting.
4. Information or materials upon which the determination described in paragraph
(h)(3) of the rule 10f-3 was made.
The information described in item 1 through 3 above was provided to the Board of
Directors at its regularly scheduled second quarter 1999 meeting as well as
information supporting the reasonableness of the 0.325% spread paid to certify
that the purchase was made in compliance with the Board adopted rule 10f-3
procedures.
May 17, 1999
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
RE: American Odyssey Funds, Inc. ("Registrant")
N-SAR Exhibit to Item 77K
Ladies and Gentlemen:
In accordance with the requirements of Item 304(a)(3) of Regulation S-K, the
Registrant provided us with a copy of the disclosure it plans to include in the
attachment to Item 77K of Form N-SAR. Set forth below is the Registrant's
disclosure in response to this Item:
"For 1998 and for previous years, PricewaterhouseCoopers LLP and its predecessor
("PWC") served as independent public accountant for American Odyssey Funds, Inc.
("AOFI"). For 1999, AOFI's Board of Directors selected KPMG Peat Marwick LLP as
independent public accountant for AOFI. The Board's selection of KPMG Peat
Marwick LLP did not result from any dispute between AOFI and PWC, and PWC's
reports for the last two years did not contain any adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles. There was no disagreement between PWC and AOFI of a type
that an independent public accountant would refer to in its report."
PWC agrees with the statement set forth above and acknowledges that the
Registrant is filing this letter an exhibit to the N-SAR filing.
Very truly yours,
Peter Finnerty
