<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-2
American Odyssey Funds, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of Each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 3
THE TRAVELERS INSURANCE COMPANY
AMERICAN ODYSSEY FUNDS, INC.
Dear Contract Owner:
American Odyssey Funds, Inc. ("AOF") will hold a special meeting of
persons having voting rights with respect to its Funds on April 27, 2000, at
10:00 a.m. at the offices of The Copeland Companies, Two Tower Center, East
Brunswick, New Jersey 08816.
The attached Notice and Proxy Statement discusses the following four
issues to be considered at the meeting: (1) for all Funds, a proposal to enter
into a new management agreement with the Funds' current investment manager,
American Odyssey Funds Management LLC (the "Manager"), which is required because
of a change in ownership of the Manager; (2) for the Intermediate-Term Bond
Fund, a proposal to enter into a new subadvisory agreement with the current
subadviser for that Fund, which is required because of a change in ownership of
the Manager; (3) for the Emerging Opportunities Fund, a proposal to enter into a
subadvisory agreement with a new subadviser, State Street Global Advisors; and
(4) for the Core Equity Fund, a proposal to enter into a subadvisory agreement
with a new subadviser, State Street Global Advisors. The AOF Board of Directors
has considered each of the proposals and determined that approval is in the best
interest of contract owners with a beneficial interest in the Funds.
You, as the owner of a variable annuity or variable life insurance
contract with a beneficial interest in one or more of the Funds as of the record
date of February 25, 2000, are entitled to instruct The Travelers Insurance
Company how to vote the number of shares representing your beneficial interest
in the Funds as of the close of business on February 25, 2000.
YOU HAVE RECEIVED BETWEEN ONE AND SIX VOTING INSTRUCTION CARDS, ONE FOR
EACH OF THE FUNDS IN WHICH YOU HAVE A BENEFICIAL INTEREST. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE SPECIFY YOUR CHOICES AND SIGN, DATE AND
RETURN THE ENCLOSED VOTING INSTRUCTION CARD OR CARDS IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE. IN ORDER TO BE GIVEN EFFECT,
YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN APRIL 20, 2000.
If you have any questions about these materials, please contact AOF at
1-800-242-7884.
The Travelers Insurance Company
American Odyssey Funds, Inc.
March 24, 2000
<PAGE> 4
AMERICAN ODYSSEY FUNDS, INC.
Two Tower Center
East Brunswick, NJ 08816
NOTICE OF SPECIAL MEETING
OF PERSONS HAVING VOTING RIGHTS
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
AMERICAN ODYSSEY CORE EQUITY FUND
AMERICAN ODYSSEY LONG-TERM BOND FUND
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND
APRIL 27, 2000
You are hereby notified that a special meeting of persons having voting
rights with respect to the American Odyssey Global High-Yield Bond Fund, the
American Odyssey International Equity Fund, the American Odyssey Emerging
Opportunities Fund, the American Odyssey Core Equity Fund, the American Odyssey
Long-Term Bond Fund, and the American Odyssey Intermediate-Term Bond Fund
(collectively, the "Funds"), each a portfolio of American Odyssey Funds, Inc.
("AOF"), will take place on April 27, 2000, at 10:00 a.m. at the offices of The
Copeland Companies, Two Tower Center, East Brunswick, New Jersey 08816. The
purposes of this special meeting are:
1. FOR ALL FUNDS: To approve or disapprove a new Investment
Management Agreement with American Odyssey Funds Management
LLC that is identical to the current agreement, except for the
effective date and term of the agreement.
2. FOR THE INTERMEDIATE-TERM BOND FUND ONLY: To approve or
disapprove a new Investment Subadvisory Agreement with
Travelers Asset Management International Corporation that is
substantially similar to the current agreement.
3. FOR THE EMERGING OPPORTUNITIES FUND ONLY: To approve or
disapprove a new Investment Subadvisory Agreement to add State
Street Global Advisors as a new subadviser for the Emerging
Opportunities Fund.
4. FOR THE CORE EQUITY FUND ONLY: To approve or disapprove a new
Investment Subadvisory Agreement to add State Street Global
Advisors as a new subadviser for the Core
<PAGE> 5
Equity Fund.
5. To consider and transact such other business as may properly
be presented at the meeting.
In accordance with the AOF By-Laws, the number of votes entitled to be
cast was determined as of February 25, 2000. Only those persons who had voting
rights with respect to one or more Funds as of February 25, 2000 are entitled to
notice of, and to vote at, the meeting. If you plan to attend the meeting,
please call 1-800-242-7884.
By order of the Board of Directors.
March 24, 2000 Lori M. Renzulli
Secretary
<PAGE> 6
AMERICAN ODYSSEY FUNDS, INC.
SPECIAL MEETING
OF PERSONS HAVING VOTING RIGHTS
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
AMERICAN ODYSSEY CORE EQUITY FUND
AMERICAN ODYSSEY LONG-TERM BOND FUND
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND
APRIL 27, 2000
PROXY STATEMENT
The Board of Directors of American Odyssey Funds, Inc. ("AOF" or "we")
hereby solicits voting instructions for a special meeting of persons having
voting rights for the American Odyssey Global High-Yield Bond Fund, the American
Odyssey International Equity Fund, the American Odyssey Emerging Opportunities
Fund, the American Odyssey Core Equity Fund, the American Odyssey Long-Term Bond
Fund, and the American Odyssey Intermediate-Term Bond Fund (each, a "Fund," and
collectively, the "Funds"). We will hold the meeting on April 27, 2000, at 10:00
a.m. at the offices of The Copeland Companies, Two Tower Center, East Brunswick,
New Jersey 08816. We began sending this proxy statement and the voting
instruction cards on approximately March 24, 2000.
AOF uses a manager/subadviser structure to manage and advise the Funds.
American Odyssey Funds Management LLC (the "Manager") serves as the overall
investment adviser to the Funds as a whole. Each individual Fund has one or more
subadvisers who perform the actual day-to-day investment management of that
Fund. The Manager monitors the performance of the subadvisers and recommends
changes to the Funds if warranted. For those Funds with more than one
subadviser, the Manager also allocates the Fund's assets among the Fund's
subadvisers. Information about the Manager and about administration of the Funds
appears in Appendix A to this proxy statement.
This Proxy Statement provides information about the four proposals on
which we seek your vote. The first two proposals seek your approval to enter
into new advisory agreements with the Manager and an affiliated subadviser. The
federal securities laws require us to obtain your approval because of a new
ownership structure for the Manager. The other two proposals seek to add a new
subadviser for the Emerging Opportunities Fund and the Core Equity Fund. The
federal securities laws require us
<PAGE> 7
to obtain your approval to add this subadviser because it is affiliated with the
Manager. The Board of Directors has considered each of the proposals and
determined that approval is in the best interest of contract owners with a
beneficial interest in the Funds. We provide more detail about these proposals
below.
WE ENCOURAGE YOU TO SIGN AND RETURN YOUR VOTING INSTRUCTION CARD(s) AS
SOON AS POSSIBLE.
PERSONS HAVING VOTING RIGHTS
We determined the persons entitled to vote for purposes of this special
meeting ("persons having voting rights") as of the record date of February 25,
2000. Persons having voting rights with respect to a Fund are all persons with a
beneficial interest in that Fund on that date through a variable annuity or
variable life insurance contract. When we refer to "you" in this proxy
statement, we are referring to persons having voting rights.
PERSONS ELIGIBLE TO VOTE ON EACH PROPOSAL
Each of the Funds is a separate portfolio of AOF. Each portfolio issues
a separate class of capital stock representing an interest in that portfolio.
Therefore, you are entitled to vote only on proposals affecting the Funds in
which you have a beneficial interest.
Four proposals are to be considered at the special meeting:
- The first proposal ("Proposal 1") affects all the
Funds. You may vote on Proposal 1 for each Fund in which you
have voting rights.
- The second proposal ("Proposal 2") affects only the
Intermediate-Term Bond Fund. You may vote on Proposal 2 only
if you have voting rights with respect to the
Intermediate-Term Bond Fund.
- The third proposal ("Proposal 3") affects only the
Emerging Opportunities Fund. You may vote on Proposal 3 only
if you have voting rights with respect to the Emerging
Opportunities Fund.
- The fourth proposal ("Proposal 4") affects only the
Core Equity Fund. You may vote on Proposal 4 only if you have
voting rights with respect to the Core Equity Fund.
<PAGE> 8
The following table summarizes the four proposals and who is eligible
to vote on them.
<TABLE>
<CAPTION>
Global Emerging
High-Yield International Opportunities Core Equity Long-Term Intermediate-Term
Bond Fund Equity Fund Fund Fund Bond Fund Bond Fund
<S> <C> <C> <C> <C> <C> <C>
Proposal 1: To approve or X X X X X X
disapprove a new Investment
Management Agreement with
American Odyssey Funds Management
LLC (the "Manager") that is identical
to the current agreement, except
for the effective date and term of
the agreement
Proposal 2: To approve or X
disapprove a new Investment
Subadvisory Agreement with
Travelers Asset Management
International Company
LLC ("TAMIC") that substantially
similar to the current agreement.
Proposal 3: To approve or X
disapprove a new Investment
Subadvisory Agreement to add
State Street Global Advisors ("
SSgA") as a new subadviser for the
Emerging Opportunities
Fund.
Proposal 4: To approve or X
disapprove a new Investment
Subadvisory Agreement to add
State Street Global Advisors ("
SSgA") as a new subadviser for the
Core Equity Fund.
</TABLE>
SUBMISSION AND COUNTING OF VOTES
You are entitled to have the number of shares related to your
beneficial interest in a Fund voted in accordance with your instructions. Each
full share shall have one vote, and each fractional share shall have a
proportionate fractional vote. If you abstain, your vote will not be counted. If
you submit a properly executed voting instruction card but omit voting
instructions with respect to any proposal, your shares will be voted as if you
had given instructions to vote for approval of the proposal.
The Travelers Insurance Company ("Travelers") holds most AOF shares in
separate accounts that fund variable annuity and variable life insurance
contracts. Under the requirements of federal securities law, Travelers is
requesting voting instructions from its contract owners. When Travelers receives
the voting instructions from its contract owners, it will vote
<PAGE> 9
the Fund shares held in its accounts according to those instructions.
Specifically, if you, as a contract owner, submit properly executed voting
instructions, Travelers will vote the Fund shares allocated to your account
according to your instructions. Travelers will then vote any remaining Fund
shares for which it has not received voting instructions in proportion to the
aggregate voting instructions it did receive.
For your voting instructions to be effective, Travelers must receive
them prior to the close of business on April 20, 2000. You may revoke your
instructions, but to be effective, Travelers must receive written notice of your
revocation prior to the close of business on April 20, 2000. Alternatively, you
may attend the meeting and vote in person, in which case any prior instructions
you provided will be revoked.
REQUIRED VOTE
We will adopt each proposal if it is approved by the vote of a majority
of outstanding shares of the affected Fund or, with respect to Proposal 1, if it
is approved by the vote of a majority of outstanding shares of each Fund. The
federal securities laws define a majority of outstanding shares as the lesser of
(a) a vote of 67% or more of the Fund shares whose holders are present or
represented by proxy at the meeting if the holders of more than 50% of all
outstanding Fund shares are present in person or represented by proxy at the
meeting, or (b) a vote of more than 50% of all outstanding Fund shares.
OWNERSHIP OF SHARES
The chart below shows the number of Fund shares outstanding as of the
record date. No person or entity beneficially owns more than 5% of the
outstanding shares of any Fund.
<TABLE>
<CAPTION>
FUND SHARES OUTSTANDING
--- ------------------
<S> <C>
Global High-Yield Bond Fund
International Equity Fund
Emerging Opportunities Fund
Core Equity Fund
Long-Term Bond Fund
Intermediate-Term Bond Fund
</TABLE>
THIS SOLICITATION AND ITS COSTS
This solicitation is being made by mail, but it may also be made by
telephone, facsimile, or personal interview. The Manager will bear the costs of
this solicitation attributable to Proposals 1 and 2, the Emerging Opportunities
Fund will bear the costs attributable to Proposal 3, and the Core Equity Fund
will bear the costs attributable to Proposal 4.
<PAGE> 10
FUTURE PROPOSALS
For a proposal to be presented at a special meeting of persons having
voting rights, we must receive the proposal a reasonable time before the
solicitation of proxies is made. Usually, the proposal must arrive 120 days
before the mailing. We do not ordinarily hold annual meetings, so proposals are
presented only when special meetings are held. Therefore, we will retain all
proposals received from persons with voting rights. Those proposals will then be
eligible to be considered for distribution with the proxy materials for the next
special meeting.
OBTAINING A COPY OF THE ANNUAL REPORT
WE WILL FURNISH YOU A COPY OF OUR MOST RECENT ANNUAL REPORT ON REQUEST
AND WITHOUT CHARGE. IF YOU WISH TO OBTAIN A COPY OF THE ANNUAL REPORT, MAIL A
REQUEST TO AMERICAN ODYSSEY FUNDS MANAGEMENT LLC, TWO TOWER CENTER, EAST
BRUNSWICK, NEW JERSEY 08816, OR CALL 1-800-242-7884.
<PAGE> 11
PROPOSAL 1
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
AMERICAN ODYSSEY CORE EQUITY FUND
AMERICAN ODYSSEY LONG-TERM BOND FUND
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND
APPROVAL OF AN INVESTMENT MANAGEMENT AGREEMENT
WITH AMERICAN ODYSSEY FUNDS MANAGEMENT LLC
This proposal affects all the Funds, and you are therefore entitled to
vote on this proposal for each Fund with respect to which you have voting
rights.
The Board of Directors recommends you vote to approve a new investment
management agreement with American Odyssey Funds Management LLC (the "Manager").
The federal securities laws require that we obtain your approval because of a
new ownership structure for the Manager, which we describe below. If approved,
this new agreement will be identical to the current agreement, except that it
will have a new effective date and a new term during which it will be carried
out. In particular, the new agreement involves no change in fees, and the
Manager's duties and obligations will not change.
CHANGE IN OWNERSHIP STRUCTURE OF THE MANAGER
The Manager is currently an indirect wholly-owned subsidiary of
Citigroup Inc. ("Citigroup"), a publicly-owned diversified financial services
holding company. On December 8, 1999, Citigroup and State Street Corporation,
another publicly-owned diversified financial services holding company, announced
an agreement to form a new jointly owned company to be called CitiStreet LLC
("CitiStreet"). CitiStreet will be 50% indirectly owned by Citigroup and 50%
indirectly owned by State Street Corporation. The Copeland Companies, which
include the Manager, will be owned by CitiStreet. State Street Corporation will
contribute to CitiStreet certain retirement services and benefit administration
businesses. We currently expect that this change in ownership structure will
become effective on or about March 31, 2000. It is, of course, possible that the
effective date of this transaction may change.
THE NEED FOR YOUR APPROVAL
Because of a requirement of the federal securities laws, our current
advisory agreements with the Manager and subadvisers will automatically
terminate when this ownership restructuring
<PAGE> 12
becomes effective. Therefore, we must enter into a new agreement with the
Manager. THE NEW AGREEMENT WILL NOT RESULT IN ANY SUBSTANTIVE CHANGE TO THE
FUNDS OR TO YOU.
Under an order obtained from the Securities and Exchange Commission
(the "SEC"), our Board of Directors is permitted to adopt new subadvisory
agreements with advisers who are not affiliated with the Manager without
shareholder approval. In reliance on this order, the Board of Directors has
adopted new subadvisory agreements with our non-affiliated subadvisers. These
new subadvisory agreements are substantially similar to the current agreements.
In accordance with our order from the SEC, we are providing shareholders with a
separate notice describing those new agreements. That notice accompanies this
proxy statement.
The SEC order does not apply, however, to advisory agreements with the
Manager or its affiliates. Under the federal securities laws, these agreements
require approval from persons having voting rights. Accordingly, this first
proposal seeks approval of a new advisory agreement with the Manager.
To become effective, the new agreement with the Manager requires the
approval of persons having voting rights. As noted above, however, our current
agreement with the Manager will automatically terminate on the effective date of
the change in ownership structure of the Manager, and we expect that effective
date to occur before the shareholder meeting. Therefore, as permitted by the
federal securities laws, the Board of Directors approved an interim advisory
agreement that permits the Manager to continue to provide services to the Funds
for up to 150 days. This interim agreement will bridge the gap until the special
meeting to consider approval of the new agreement. This interim agreement is
identical to the current advisory agreement, except for certain differences
required by the federal securities laws. The fees under the interim agreement
are the same as the fees under the current agreement.
DIFFERENCES BETWEEN THE CURRENT AGREEMENT AND THE NEW AGREEMENT
The new agreement with the Manager will have substantially the same
terms as the current agreement with the Manager. The only differences are that,
if approved, the new agreement will take effect on May 1, 2000 and its initial
two year term will last from May 1, 2000 until May 1, 2002. The new agreement,
like the current agreement, will continue beyond its initial term as long as the
agreement is approved annually by the Board, including a majority of directors
who are not "interested persons" of AOF as that term is defined in the federal
securities laws ("independent directors").
The new agreement does not involve any change in fees.
<PAGE> 13
Both the current agreement and the new agreement set the Manager's fee at an
annual rate of 0.25% of each Fund's average daily net assets.
Both the current agreement and the new agreement require the Manager to
provide management and administrative services to us. These duties include:
- setting each Fund's overall investment strategies;
- evaluating, selecting, and recommending subadvisers to manage
all or part of a Fund's assets;
- allocating and, when appropriate, reallocating each Fund's
assets among subadvisers; $ monitoring and evaluating
subadviser performance;
- overseeing subadviser compliance with the applicable Fund's
investment objective, policies and restrictions; and
- reporting to our Board of Directors about each Fund and about
the subadvisers' investment performance.
The Manager also serves as our transfer agent and dividend disbursing
agent. We do not pay a separate fee for this service; rather, we reimburse the
Manager for reasonable out-of-pocket expenses incurred in connection with
providing the service. The Manager also provides accounting services to us and
keeps our accounts and records, other than those maintained by the custodian.
The Manager or an affiliated company pays the salaries and expenses of all of
its and our personnel except for fees and expenses of the non-interested
directors. It or an affiliated company provides necessary assistance to our
Board, and pays all expenses incurred in connection with managing the ordinary
course of our business, other than the fees and expenses that are paid directly
by us.
For the agreement to continue for more than two years, our Board of
Directors must re-approve the agreement annually. To be effective, this approval
must include the authorization of a majority of independent directors. We and
the Manager each have the right to terminate the agreement with not more than 60
days' nor less than 30 days' written notice.
Appendix A includes additional information about the Manager. Appendix
F includes the form of the agreement.
BOARD CONSIDERATION
On February 8, 2000, the full AOF Board of Directors, including all
independent directors, met in person to discuss the proposed change in the
Manager's ownership structure and the proposed new advisory agreement with the
Manager.
After receiving a presentation from the Manager, the Board
<PAGE> 14
unanimously determined that it would be in the best interests of contract owners
with a beneficial interest in the Funds for AOF to enter into a new management
agreement with the same terms as the current agreement so that the Funds can
continue to receive the services of the Manager. The Board determined that the
Manager had performed its duties well under the current agreement and that the
change in ownership structure should not have any adverse impact on the
Manager's abilities to perform its duties in the future. The Board also
considered that the new ownership structure provides the Manager with new
affiliated companies with substantial experience in the investment management
business. The Board also considered that the new agreement had the same fees and
other substantive terms as the current agreement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THIS PROPOSAL NO. 1
<PAGE> 15
PROPOSAL 2
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND
APPROVAL OF AN INVESTMENT SUBADVISORY AGREEMENT
WITH TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
This proposal affects, and will be voted upon by, only persons having
voting rights with respect to the Intermediate-Term Bond Fund.
The Board of Directors recommends you vote to approve a new investment
Subadvisory Agreement with Travelers Asset Management International Company LLC
("TAMIC"). The federal securities laws require that we obtain your approval
because of a new ownership structure for the Manager, which we described in
Proposal 1. If approved, this new agreement will be substantially similar to the
current agreement with TAMIC. In particular, the new agreement involves no
change in fees, and TAMIC's duties and obligations will not change.
THE NEED FOR YOUR APPROVAL
As explained in Proposal 1, under an exemptive order from the SEC, the
Board of Directors is able to approve subadvisory agreements under its own
authority, but this power is limited to agreements with non-affiliated
subadvisers. TAMIC is an affiliate of the Manager because Citigroup Inc. has an
ownership interest in both. Accordingly, this proposal presents a new
subadvisory agreement with TAMIC for your approval. This new agreement is
substantially similar to the current agreement. THE NEW AGREEMENT WILL NOT
RESULT IN ANY SUBSTANTIAL CHANGE TO THE INTERMEDIATE-TERM BOND FUND OR TO YOU.
DIFFERENCES BETWEEN PRIOR AGREEMENT AND NEW AGREEMENT
The new agreement will have substantially the same terms as the current
agreement. The only material differences are that, if approved, the new
agreement will take effect on May 1, 2000 and its two-year term will last from
May 1, 2000 until May 1, 2002. The new agreement will also have minor clarifying
changes.
The new agreement does not involve any change in fees. Under both the
current agreement and the new agreement TAMIC receives an annual fee equal to:
- 0.25% of the first $100 million in assets, plus
- 0.20% of the next $100 million in assets, plus
- 0.15% of the assets over $200 million.
<PAGE> 16
Appendix B includes additional information about the terms of the
subadvisory agreement. Appendix C includes additional information about TAMIC.
Appendix G includes the form of the subadvisory agreement.
BOARD CONSIDERATION
On February 8, 2000, the full AOF Board of Directors, including all
independent directors, met in person to discuss the proposed new subadvisory
agreement. The Board received presentations from the Manager, the Manager's
consultant, BARRA RogersCasey, and TAMIC, including information about TAMIC's
performance record managing the Intermediate-Term Bond Fund.
After those presentations, the Board unanimously determined that it
would be in the best interests of contract owners with a beneficial interest in
the Intermediate-Term Bond Fund for AOF to enter into a new subadvisory
agreement so that TAMIC can continue to perform the day-to-day investment
management of the Fund. The Board determined that TAMIC had performed its duties
well under the current agreement. The Board also determined that the change in
the ownership structure of the Manager does not relate to or affect TAMIC. The
Board also considered that the new subadvisory agreement had the same fees and
other substantive terms as the current subadvisory agreement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THIS PROPOSAL NO. 2.
<PAGE> 17
PROPOSAL 3
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
APPROVAL OF AN INVESTMENT SUBADVISORY AGREEMENT
ADDING STATE STREET GLOBAL ADVISORS AS A NEW SUBADVISER
This proposal affects, and will be voted upon by, only persons having
voting rights with respect to the Emerging Opportunities Fund.
The Board of Directors recommends approval of a subadvisory agreement
with State Street Global Advisors ("SSgA") as a new subadviser for the Fund.
SSgA, the asset management division of State Street Bank and Trust Company, will
be an affiliate of the Manager on the effective date of the change in ownership
described in Proposal 1. We are therefore required by the federal securities
laws to seek your approval of this new subadvisory agreement.
SSgA would serve as a third subadviser for the Fund, and it would
manage a portion of the Fund with an objective of matching the performance of
the Russell 2500 Index. The Russell 2500 Index is a
market-capitalization-weighted stock index that measures the performance of the
2500 smallest companies in the Russell 3000 Index, which itself measures the
performance of the 3000 largest U.S. companies. The Russell 2500 Index is used
as a measure of small-cap stock performance. "Russell 2500 Index" and "Russell
3000 Index" are trademarks of Frank Russell Company.
The current subadvisers for the Emerging Opportunities Fund are SG
Cowen Asset Management ("SG Cowen"), which is the investment management division
of SG Cowen Securities Corporation, and Chartwell Investment Partners
("Chartwell"). The Manager allocates the Fund's asset between the two
subadvisers. These two subadvisers provide the Funds with diversification
between different investment philosophies. SG Cowen utilizes a "value" approach,
which emphasizes, among other things, a focus on smaller companies that have
fallen out of favor with, or are not well covered by, Wall Street analysts.
Chartwell employs a "growth" approach, under which it focuses on small companies
it believes will experience significant growth in earnings over the long term.
Additional information about SG Cowen and Chartwell appears in Appendix E.
Based on recommendations by the Manager and the Manager's consultant,
BARRA Rogers Casey, the Board determined it would be appropriate to further
diversify the investment style of the Emerging Opportunities Fund by adding an
index component. The Manager and BARRA Rogers Casey recommended to the Board
that it
<PAGE> 18
hire SSgA to serve as the index subadviser based on SSgA's extensive index
experience and its proposed fee schedule.
<PAGE> 19
THE PROPOSED AGREEMENT
The proposed subadvisory agreement with SSgA is essentially the same as
the subadvisory agreements now in place with SG Cowen and Chartwell except that
the proposed agreement with SSgA provides for significantly lower fees. The only
other material differences are the names and addresses of the parties and the
effective date and term of the agreement. Other provisions, such as duties,
indemnification and termination, are the same. Appendix B includes additional
information about the terms of the subadvisory agreements. Appendix G includes
the form of the subadvisory agreement.
SSgA is a division of State Street Bank and Trust Company, which is a
wholly-owned subsidiary of State Street Corporation, a publicly-held bank
holding company. Information about directors and officers is included in
Appendix D.
FEES
The agreement between AOF and the Manager sets a maximum subadviser fee
rate for each of the Funds. Shareholder approval would be required before we
could enter into a subadvisory agreement with a higher fee. The maximum
subadvisory fee rate for the Emerging Opportunities Fund is 0.80%.
Set forth below are the current fee rates for SG Cowen and Chartwell
and the proposed fee rates for SSgA. Because SSgA's proposed fees are generally
lower than the fees charged by SG Cowen and Chartwell, Fund expenses should
decline to the extent the Manager allocates Fund assets to SSgA.
<TABLE>
<CAPTION>
SG COWEN
--------
<S> <C>
First $50 million in Assets 0.50%
Next $50 million in Assets 0.45%
Assets over $100 million 0.40%
</TABLE>
<TABLE>
<CAPTION>
CHARTWELL
---------
<S> <C>
First $50 million in Assets 0.70%
Next $50 million in Assets 0.50%
Assets over $100 million 0.45%
</TABLE>
SSGA*
<PAGE> 20
<TABLE>
<S> <C>
First $50 million in Assets 0.08%
Next $50 million in Assets 0.06%
Assets over $100 million 0.04%
</TABLE>
* Minimum SSgA fee of $50,000 on an annualized basis.
BOARD CONSIDERATION
On February 8, 2000, the full AOF Board of Directors, including all
independent directors, met in person to discuss the proposed subadvisory
agreement with SSgA. The Board received a variety of information about SSgA,
including information about the firm's ownership and key personnel, the firm's
investment experience, philosophy and process in the index investing area, and
past performance in managing other index funds and accounts. The Board also
received information about fees and expenses of index funds generally.
After presentations by the Manager, the Manager's consultant, BARRA
RogersCasey, and SSgA, the Board unanimously voted to approve the proposed
subadvisory agreement with SSgA. The Board determined that the proposed
agreement was in the best interests of contract owners with a beneficial
interest in the Fund. In making that determination, the Board considered a
variety of factors, including those discussed below.
Diversification. As noted above, the Manager recommended to the Board
that the Emerging Opportunities Fund diversify the investment styles of the Fund
by adding a subadviser to manage a portion of the Fund with the goal of tracking
the performance of the Russell 2500 Index. BARRA RogersCasey provided the Board
with materials analyzing the effect of adding an index component on overall risk
of the Fund compared with the Russell 2500 Index.
Nature and Quality of SSgA's Services. The Board considered SSgA's
personnel, investment approach and experience. SSgA has been managing funds with
index strategies since 1978 and today is one of the world's leading index fund
managers. SSgA has substantial experience managing funds against Russell
indexes, and its portfolio managers have an average of 11 years of management
experience. SSgA explained to the Board its trading and implementation
strategies that are designed to reduce costs for the index funds it manages.
SSgA's Historical Performance. The Board considered materials showing
that investment performance of SSgA's index funds has closely tracked the
performance of the target index over both the long-term and the short-term.
Fees. The Board considered the proposed fees. The
<PAGE> 21
proposed SSgA fee rates are less than the fee rates that AOF pays to its other
subadvisers, which is consistent with lower industry averages for index fund
managers than for active managers. The Board also compared the proposed SSgA
fees with information provided by BARRA RogersCasey about fees charged by other
index advisers to mutual funds or other clients. The Board agreed with the
conclusion of the Manager and BARRA RogersCasey that the proposed fee is both
reasonable and within the range of fees charged by similar advisers for similar
services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THIS PROPOSAL NO. 3.
<PAGE> 22
PROPOSAL 4
AMERICAN ODYSSEY CORE EQUITY FUND
APPROVAL OF AN INVESTMENT SUBADVISORY AGREEMENT
ADDING STATE STREET GLOBAL ADVISORS AS A NEW SUBADVISER
This proposal affects, and will be voted upon by, only persons having
voting rights with respect to the Core Equity Fund.
The Board of Directors recommends approval of a subadvisory agreement
with State Street Global Advisors ("SSgA") as a new subadviser for the Core
Equity Fund. SSGA, the asset management division of State Street Bank and Trust
Company, will be an affiliate of the Manager on the effective date of the change
in ownership described in Proposal 1. We are therefore required by the federal
securities laws to seek your approval of this new subadvisory agreement.
SSgA would serve as a third subadviser for the Fund, and it would
manage a portion of the Fund with an objective of matching the performance of
the S&P 500 Index. The S&P 500 Index is a market-capitalization-weighted index
of 500 large U.S. companies, representing approximately 70% of the broad U.S.
equity market.
The current subadviser for this fund is Equinox Capital Management LLC
("Equinox"). In addition, our Board of Directors has recently approved a new
Investment Subadvisory Agreement adding Putnam Investment Management, Inc
("Putnam") as a new subadviser. Equinox has a "value"-oriented approach to
investing. It focuses on stocks that it believes are undervalued by the market.
Putnam, in contrast, will use a "growth" investment style. It will focus on
stocks of companies that it expects to have above-average earnings growth.
Additional information about Equinox appears in Appendix E. Additional
information about Putnam appears in the Notice that accompanies this Proxy
Statement.
Based on recommendations by the Manager and the Manager's consultant,
BARRA Rogers Casey, the Board determined it would be appropriate to further
diversify the investment style of the Core Equity Fund by adding an index
component. The Manager and BARRA Rogers Casey recommended to the Board that it
hire SSgA to serve as the index subadviser based on SSgA's extensive index
experience and its proposed fee schedule.
THE PROPOSED AGREEMENT
The proposed subadvisory agreement with SSgA is
<PAGE> 23
essentially the same as the subadvisory agreements for Equinox and Putnam except
that the proposed agreement with SSgA provides for significantly lower fees. The
only other material differences are the names and addresses of the parties and
the effective date and term of the agreement. Other provisions, such as duties,
indemnification and termination, are the same. Appendix B includes additional
information about the terms of the subadvisory agreements. Appendix G includes
the form of the subadvisory agreement.
SSgA is a division of State Street Bank and Trust Company, which is a
wholly-owned subsidiary of State Street Corporation, a publicly-held bank
holding company. Information about directors and officers is included in
Appendix D.
SSgA provides investment advice for the following registered investment
companies with an objective of matching the performance of the S&P 500 Index:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY ASSET SIZE ADVISORY FEE RATE *
- ------------------ ---------- -------------------
<S> <C> <C>
GE S&P Index $631,440,452 0.05% up to $100 million, plus
(as of 1/17/2000) 0.04% $200 million - $300 million;
plus 0.03% after $300 million
GE S&P Index Institutional $29,552,130 0.05% up to $100 million, plus
(as of 1/17/2000) 0.04% $200 million - $300 million,
plus 0.03% after $300 million
Franklin Templeton $18,450,978 0.05% up to $50 million, plus 0.04%
(as of 01/17/2000) $50 million - $100 million, plus
0.02% after $100 million
Delaware Investments $11,831,443 Minimum $50,000
(as of 01/15/2000) 0.05% up to $50 million, plus 0.04%
$50 million - $100 million, plus
0.02% after $100 million
Hancock $430,257,254 0.07% up to $75 million, plus 0.06%
(as of 01/17/2000) on next $50 million, plus 0.05%
over $125 million
Sage $5,749,224 0.05% up to $50 million, plus 0.04%
(as of 01/17/2000) $50 million - $100 million, plus
0.02% after $100 million
</TABLE>
<PAGE> 24
<TABLE>
<S> <C> <C>
Provident Mutual $371,580,625 0.027%
(as of 02/07/2000)
Ameritas $199,568,878 0.05%
(as of 01/17/2000)
SPDRs ** $15,833,248,598 0.02% on first $2.5 billion, plus
(as of 02/29/2000) 0.012% thereafter
SSgA S&P 500 Index $2,929,000,000 0.10% (0% after fee waiver/ expense
(as of 03/07/2000) reimbursement)
</TABLE>
* All of the above fees are for management services only. They
do not include custody or administrative fees.
** The SPDRs Fund (S&P Depository Receipts) is not a typical
registered fund but an exchange traded product.
FEES
The agreement between AOF and the Manager sets a maximum subadviser fee
rate for each of the Funds. Shareholder approval would be required before we
could enter into a subadvisory agreement with a higher fee. The maximum
subadvisory fee rate for the Core Equity Fund is 0.45%.
Set forth below are the current fee rates for Equinox and Putnam the
proposed fee rates for SsgA. Because SSgA's proposed fees are generally lower
than the fees charged by Equinox and Putnam, Fund expenses should decline to the
extent the Manager allocates Fund assets to SSgA.
<TABLE>
<CAPTION>
EQUINOX
-------
<S> <C>
First $100 million in Assets 0.35%
Assets over $100 million 0.30%
</TABLE>
<TABLE>
<CAPTION>
PUTNAM
------
<S> <C>
All Assets 0.45%
</TABLE>
<TABLE>
<CAPTION>
SSGA*
-----
<S> <C>
First $50 million in Assets 0.05%
Next $50 million in Assets 0.04%
Assets over $100 million 0.03%
</TABLE>
* Minimum SSgA fee of $50,000 on an annualized basis
BOARD CONSIDERATION
<PAGE> 25
On February 8, 2000, the full AOF Board of Directors, including all
independent directors, met in person to discuss the proposed subadvisory
agreement with SSgA. The Board received a variety of information about SSgA,
including information about the firm's ownership and key personnel, the firm's
investment experience, philosophy and process in the index area, and past
performance in managing other index funds and accounts. The Board also received
information about fees and expenses of index funds generally.
After presentations by the Manager, the Manager's consultant, BARRA
RogersCasey, and SSgA, the Board unanimously voted to approve the proposed
subadvisory agreement with SSgA. The Board determined that the proposed
agreement was in the best interests of contract owners with a beneficial
interest in the Fund. In making that determination, the Board considered a
variety of factors, including those discussed below.
Diversification. As noted above, the Manager recommended to the Board
that the Fund diversify the investment styles of the Fund by adding a subadviser
to manage a portion of the Fund with the goal of tracking the performance of the
S&P 500 Index. BARRA RogersCasey provided the Board with materials analyzing the
effect of adding an index component on overall risk of the Fund compared with
the S&P Index.
Nature and Quality of SSgA's Services. The Board considered SSgA's
personnel, investment approach and experience. SSgA has been managing funds with
index strategies since 1978 and today is one of the world's leading index fund
managers. SSgA's portfolio managers have an average of 11 years of management
experience. SSgA explained to the Board its trading and implementation
strategies that are designed to reduce costs for the index funds it manages.
SSgA's Historical Performance. The Board considered materials showing
that investment performance of SSgA's index funds has closely tracked the
performance of the target index over both the long-term and the short-term.
Fees. The Board considered the proposed fees. The proposed SSgA fee
rates are less than the fee rates that AOF pays to its other subadvisers, which
is consistent with lower industry averages for index fund managers than for
active managers. The Board also compared the proposed SSgA fees with information
provided by BARRA RogersCasey about fees charged by other index advisers to
mutual funds or other clients. The Board agreed with the conclusion of the
Manager and BARRA RogersCasey that the proposed fee is within the range of fees
charged by similar advisers for similar services and that the fee is reasonable.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
<PAGE> 26
"FOR" THIS PROPOSAL NO. 4.
<PAGE> 27
APPENDIX A
ADDITIONAL INFORMATION ABOUT THE MANAGER AND ABOUT
ADMINISTRATION OF THE FUNDS
American Odyssey Funds Management LLC (the "Manager") is located at Two
Tower Center, East Brunswick, New Jersey 08816. BARRA Rogers Casey, 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 BARRA RogersCasey's fees; BARRA
RogersCasey does not receive a fee from the Funds.
The Manager provides accounting services to the Funds and keeps the
Funds' accounts and records (other than those maintained by the Investors Bank
and Trust Company). The Manager also serves as transfer agent and dividend
disbursing agent of the Fund. Investors Bank and Trust Company, 200 Clarendon
Street, Boston, Massachusetts 02116, serves as the custodian of our assets and
is also the accounting services agent for each Fund. The Funds pay the fees for
those services. Investors Bank and Trust Company also assists the Manager in
providing certain administrative services, and the Manager pays the fees for
these administrative services. CFBDS, Inc., 21 Milk Street, Boston, MA 02109,
serves as our principal underwriter. KPMG Peat Marwick LLP, 99 High Street,
Boston, Massachusetts, 02110-2371, serves as our independent accountant,
providing audit services.
The current management agreement was approved on April 24, 1998, by
persons having voting rights, and it had an effective date of May 1, 1998. The
Board of Directors most recently approved the agreement on May 12, 1999.
Until the change of ownership structure described under Proposal 1, the
Manager is a wholly-owned subsidiary of Copeland Holdings LLC, Two Tower Center,
East Brunswick, NJ 08816, which is a wholly-owned subsidiary of Plaza LLC, One
Tower, Square Hartford, Connecticut 06183, which is a wholly-owned subsidiary of
The Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183,
which is a wholly-owned subsidiary of The Travelers Insurance Group Inc., One
Tower Square, Hartford, Connecticut 06183, which is a wholly-owned subsidiary of
PFS Services, Inc., 388 Greenwich Street, New York, New York 10013, which is a
wholly-owned subsidiary of Associated Madison Companies, Inc., 388 Greenwich
Street, New York, New York 10013, which is a wholly-owned subsidiary of
Citigroup Inc., 153 East 53rd Street, New York, NY 10043, a publicly-owned
corporation.
After the change in ownership structure described under
<PAGE> 28
Proposal 1, the Manager will remain a wholly-owned subsidiary of Copeland
Holdings LLC. Copeland Holdings LLC, however, will become a wholly-owned
subsidiary of CitiStreet LLC, Batterymarch Park III, 3 Pine Hill Drive, Quincy,
MA 02169, which will be jointly owned, 50% by Citigroup Inc. and 50% by State
Street Bank and Trust Company. State Street Bank and Trust Company is a
wholly-owned subsidiary of State Street Corporation, and both companies are
located at One International Place, Boston, MA 02110.
Each Fund pays the Manager a fee set at an annual rate of 0.25% of the
Fund's average daily net assets. In 1999, the Funds paid the Manager an
aggregate fee of $3,916,299.
The Emerging Opportunities Fund paid commissions of $558 to SG Cowen
Securities, an affiliate of one of the Fund's subadvisers. This amount
represented 0.06% of the aggregate commissions paid to brokers by the Fund in
1999. The Core Equity Fund paid commissions of $4,675 to Salomon Smith Barney,
an affiliate of the Manager. This amount represented 0.70% of the aggregate
commissions paid to brokers by the Fund in 1999. None of the other Funds paid
commissions to affiliated brokers in 1999.
The following chart lists the name and principal occupation of the
Manager's directors and principal executive officer. The address for each person
is Two Tower Center, East Brunswick, NJ 08816.
<TABLE>
<CAPTION>
NAME POSITION WITH MANAGER PRINCIPAL OCCUPATION
- ---- --------------------- --------------------
<S> <C> <C>
Robert C. Dughi Chairman of the Board and President Board of Directors and Chief
Executive Officer, Copeland
Holdings LLC and various affiliates
Mark M. Skinner Director and Executive Vice Executive Vice President and Chief
President Marketing Officer, Copeland
Holdings LLC; President, Copeland
Equities LLC.; Executive Vice
President, Copeland Financial
Services LLC ("CFS")
</TABLE>
<PAGE> 29
<TABLE>
<S> <C> <C>
Paul S. Feinberg Director, Senior Vice President, Senior Vice President and General
and General Counsel Counsel, Copeland Holdings LLC.
Also: Senior Vice President and
General Counsel of CFS and Copeland
Equities LLC
William A. Arnold Director, Senior Vice President, Senior Vice President, Finance,
Chief Financial Officer, and Chief Financial Officer, and
Treasurer Treasurer, Copeland Holdings LLC
Also: Senior Vice President, Chief
Financial Officer, and Treasurer of
CFS and Copeland Equities LLC
</TABLE>
The following chart provides information about our directors and
officers who are also directors, officers, employees, shareholders or general
partners of the Manager.
<TABLE>
<CAPTION>
NAME POSITION WITH MANAGER POSITION WITH AOF
- ---- --------------------- -----------------
<S> <C> <C>
Robert C. Dughi Chairman of the Board and President Chairman of the Board
Paul S. Feinberg Director, Senior Vice President, President
General Counsel and Secretary
William A. Arnold Director, Senior Vice President, Senior Vice President
Finance, Chief Financial Officer and Treasurer
and Treasurer
</TABLE>
<PAGE> 30
APPENDIX B
ADDITIONAL INFORMATION ABOUT
SUBADVISORY AGREEMENTS
The current subadvisory agreements with each of our current subadvisers
are substantially the same except for the names and addresses of the parties,
the fees, and the effective date and term during which each agreement will be
carried out. This section describes the terms and conditions that do not vary
among the subadvisory agreements. This information is relevant to Proposals 2,
3, and 4, which propose new subadvisory agreements with TAMIC and State Street
Global Advisors.
Each subadviser's responsibilities for its respective Fund include:
- managing the Fund's investment operations in accord with the
Fund's investment objectives;
- consulting with the Manager to set investment strategies;
- supervising investments;
- placing orders to purchase and sell investments;
- maintaining books and records on portfolio transactions;
- providing transactional information to the Fund's custodian;
- and providing records and other information to the Manager as
necessary.
The subadvisory agreements also delineate the subadvisers' liability
for losses by the Fund or the Manager, and the obligations of the Manager toward
the subadvisers. The agreements permit the subadvisers' directors, officers and
employees to engage in other business and management.
The subadvisory agreements may be amended by mutual consent. The
subadvisory agreements may continue for more than two years only if they are
annually re-approved by our Board of Directors. The Manager, the subadvisers, or
the Board of Directors may each terminate the subadvisory agreements on 30 to 60
days' notice.
The current subadvisory agreement with each current subadviser was
approved on April 24, 1998 by persons having voting rights and had an effective
date on May 1, 1998. The Board of Directors most recently approved the
agreements on May 12, 1999.
<PAGE> 31
APPENDIX C
ADDITIONAL INFORMATION ABOUT
TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
Travelers Asset Management International Company LLC ("TAMIC"), One
Tower Square, Hartford, Connecticut 06183, is a wholly-owned subsidiary of Plaza
LLC, One Tower, Square Hartford, Connecticut 06183, which is a wholly-owned
subsidiary of The Travelers Insurance Company, One Tower Square, Hartford,
Connecticut 06183, which is a wholly-owned subsidiary of The Travelers Insurance
Group Inc., One Tower Square, Hartford, Connecticut 06183, which is a
wholly-owned subsidiary of PFS Services, Inc., 388 Greenwich Street, New York,
New York 10013, which is a wholly-owned subsidiary of Associated Madison
Companies, Inc., 388 Greenwich Street, New York, New York 10013, which is a
wholly-owned subsidiary of Citigroup Inc., 153 East 53rd Street, New York, NY
10043, a publicly-owned corporation.
The current subadvisory agreement was approved on April 24, 1998 by
persons having voting rights and had an effective date of May 1, 1998. The Board
of Directors most recently approved the agreement on May 12, 1999. In 1999, the
Intermediate-Term Bond Fund paid total fees of $303,751 to TAMIC.
The following chart lists the name and principal occupation of TAMIC's
directors and principal executive officer. The address for each person is One
Tower Square, Hartford, CT 06183.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
Marc P. Well Chairman of the Board of Directors Chief Investment Officer, The
Travelers Group
David A. Tyson Director, President and Chief Senior Vice President, The
Investment Officer Travelers Group
John R. Britt Director and Secretary Counsel, The Travelers Group
Joseph E. Rueli Director, Vice President and Chief Vice President, The Travelers Group
Financial Officer
F. Denney Voss Director, Senior Vice President Senior Vice President, The
Travelers Group
</TABLE>
<PAGE> 32
TAMIC also provides investment advice for the following registered
investment companies with an objective similar to the Intermediate-Term Bond
Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
Travelers Quality Bond Account for $_____ million 0.3233% of assets
Variable Annuities
Travelers Quality Bond Portfolio $_____ million 0.3233% of assets
</TABLE>
<PAGE> 33
APPENDIX D
ADDITIONAL INFORMATION ABOUT
STATE STREET GLOBAL ADVISORS
The following chart lists the name and principal occupation of the
principal executive officer and directors of State Street Bank and Trust
Company.
<TABLE>
<CAPTION>
NAME POSITION WITH SSGA PRINCIPAL OCCUPATION
- ---- ------------------ --------------------
<S> <C> <C>
Tenley E. Albright, MD Director Chairman,
Western Resources, Inc.
Two Commonwealth Avenue
Boston, MA 02116-3134
Joseph A. Baute Director Former Chairman and CEO,
Markem Corporation
515 East Surry Road
Surry, NH 03431
I. MacAlister Booth Director Retired Chairman,
President and CEO,
Polaroid Corporation
P.O. Box 428
68 Barnes Hill Road
Concord, MA 01742
Marshall N. Carter Chairman and Chief Chairman and Chief Executive Officer
Executive Officer State Street Bank and Trust Company
225 Franklin Street
P.O. Box 351
Boston, MA 02110
James I. Cash, Jr. Director The James E. Robison Professor of
Business Administration,
Harvard Business School
(on sabbatical)
c/o Stanford Graduate School of
Business
518 Memorial Way
Stanford University
Stanford, CA 94305-5015
</TABLE>
<PAGE> 34
<TABLE>
<S> <C> <C>
Truman S. Casner Director Partner, Ropes & Gray
One International Place
37th Floor
Boston, MA 02110
Nader F. Darehshori Director Chairman, President and CEO,
Houghton Mifflin Company
222 Berkeley - 5th Floor
Boston, MA 02116-3764
Arthur L. Goldstein Director Chairman and CEO,
Ionics, Inc.
65 Grove Street
P.O. Box 9131
Watertown, MA 02272-9131
David P. Gruber Director President and CEO
Wyman-Gordon Company
244 Worchester Street
N. Grafton, MA 01536-8001
Charles F. Kaye Director President,
Transportation Investments,
Inc.
101 Federal Street
Suite 1900
Boston, MA 02110
John M. Kucharski Director Chairman and CEO
EG&G, Inc.
45 William Street
Wellesley, MA 02181
Charles R. LaMantia Director President and CEO
Arthur D. Little, Inc.
25 Acorn Park
Cambridge, MA 02140
David B. Perini Director Chairman and President,
Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701
Dennis J. Picard Director Chairman and CEO
Raytheon Company
141 Spring Street
Lexington, MA 02173
</TABLE>
<PAGE> 35
<TABLE>
<S> <C> <C>
Alfred Poe Director Former President
Meal Enhancement Group
Campbell Soup Company
Nine Hickory Drive
Chester, NJ 07930
Bernard W. Reznicek Director President, Premier Group
Retired Chairman and CEO
Boston Edison Company
1212 N. 96th Street
Omaha, NE 68114-2274
David A. Spina President and Chief President and Chief Operating
Operating Officer Officer
State Street Corporation
225 Franklin Street
P.O. Box 351
Boston, MA 02110
Diana Chapman Walsh Director President, Wellesley College
106 Central Street
Wellesley, MA 02181
Robert E. Weissman Director Chairman and CEO
Cognizant Corporation
200 Nyala Farms Road
Westport, CT 06880
</TABLE>
<PAGE> 36
APPENDIX E
ADDITIONAL INFORMATION ABOUT THE CURRENT SUBADVISERS
CHARTWELL INVESTMENT PARTNERS ("CHARTWELL")
EMERGING OPPORTUNITIES FUND
Chartwell is a limited partnership organized under the laws of the
state of Pennsylvania. Winthrop S. Jessup serves as Chartwell's principal
executive officer. Chartwell has one general partner, Chartwell G.P., Inc. The
address for Chartwell, for Chartwell G.P., Inc. and for Mr. Jessup is 1235
Westlakes Drive, Suite 330, Berwyn, Pennsylvania 19312. The Emerging
Opportunities Fund paid Chartwell $868,151 for advisory services in 1999.
Chartwell provides investment advice for the following registered
investment companies with an objective similar to the Emerging Opportunities
Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
Vanguard Explorer Fund $__ billion, of which 0.40% of first $250 million managed by
Chartwell manages Chartwell, plus 0.30% of the next $250
$___ million million managed by Chartwell, plus 0.20% of
assets over $500 million managed by
Chartwell *
</TABLE>
* Chartwell's advisory fee may be increased or decreased by up to
20% of its base fee depending upon its performance compared to
the Small Company Growth Fund Stock Index, an index of small
capitalization stocks.
SG COWEN ASSET MANAGEMENT ("SG COWEN")
EMERGING OPPORTUNITIES FUND
SG Cowen is a wholly-owned subsidiary of Societe Generale, an
international commercial and investment bank headquartered in France. The
Emerging Opportunities Fund Fund paid SG Cowen $619,797 for advisory services in
1999.
The chart below sets forth the name and principal occupation of the
principal executive officer and directors of SG Cowen. The address for SG Cowen
and for Messrs. Welling, Kelly,
<PAGE> 37
Walsh, and Huet is 1221 Avenue of the Americas, New York, NY 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 Parish - La Defense, France.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
Joseph M. Cohen Director and Chairman of Chairman of the Board, SG Cowen
the Board
Curtis Welling Chief Executive Officer and Chief Executive Officer and
President President, SG Cowen
James Kelly Chief Operating Officer Chief Operating Officer, SG Cowen
Ray Moran Senior Managing Director Senior Managing Director, SG Cowen
James M. Walsh Director Head of the Private Client and
Industry Services Group, SG Cowen
Jacques Bouhet Director Deputy Chief Executive Officer,
International and Finance Division
and Member of the Management
Committee, Societe Generale
Jean-Bernard Guillebert Director Counselor to the President, Societe
Generale
Jean Huet Director Chief Executive Officer of Societe
Generale Americas Member of the
Management Committee, Societe
Generale
Alain Joyet Director President, Societe Generale
(Canada) Montreal
Gerald Lacaze Director Deputy Director, Societe Generale
Robert Le Roux Director Director, Societe Generale
Jean-Paul Oudot Director Director, Societe Generale and
Member of the Management Committee,
Societe Generale
</TABLE>
<PAGE> 38
<TABLE>
<S> <C> <C>
Yves Tuloup Director Chief Executive Officer,
International and Finance Division,
Societe Generale and Member of the
Management Committee, Societe
Generale
</TABLE>
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 December
31, 1999, the SG Cowen Opportunity Fund had approximately $____ million in
assets. The Cowen Opportunity Fund pays SG Cowen an advisory fee at an annual
rate of 0.90% of net assets.
EQUINOX CAPITAL MANAGEMENT LLC ("EQUINOX")
CORE EQUITY FUND
Equinox is a limited liability company. The Core Equity Fund paid
Equinox $1,493,126 for advisory services in 1999.
The chart below sets forth the name and principal occupation of the
principal executive officer and directors of Equinox. The address for Equinox
and for each person listed below is 590 Madison Ave., New York, NY 10022.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
Ronald J. Ulrich Director and President President, Equinox
Wendy D. Lee Managing Director Director of Research, Equinox
David E. Walker Principal Research Analyst, Equinox
Laura Starr Vice President Research Analyst, Equinox
Jacqueline A. Williams Vice President Research Analyst, Equinox
Mark W. Watson Vice President Research Analyst, Equinox
Kenneth S. Doerr Vice President Quantitative Research Analyst,
Equinox
</TABLE>
In addition, the following persons not listed above own 10% or more of
Equinox: Benner Ulrich, Adrian Ulrich, and Collier Ulrich. The address of each
of these individuals is 329 Dans Highway, New Canaan, CT 06840.
Equinox provides investment advice for the following
<PAGE> 39
registered investment companies with an objective similar to the Core Equity
Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
EAI Select Managers $_____ million 0.375% of assets
Equity Fund
</TABLE>
CREDIT SUISSE ASSET MANAGEMENT ("CSAM")
GLOBAL HIGH-YIELD BOND FUND
CSAM is a wholly-owned subsidiary of Credit Suisse Capital Corp., which
is a wholly-owned subsidiary of Credit Suisse Investment Corp., which is a
wholly owned subsidiary of Credit Suisse Group, a publicly-traded Swiss
corporation. The Global High-Yield Bond Fund paid CSAM $375,947 for advisory
services in 1999.
The chart below sets forth the name and principal occupation of the
principal executive officer and directors of CSAM. The address CSAM and for each
person listed below is One Citicorp Center, 153 East 53rd Street, New York, NY
10022.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
</TABLE>
CSAM provides investment advice for the following registered investment
companies with an objective similar to the Global High-Yield Bond Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
</TABLE>
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED ("BIAM")
INTERNATIONAL EQUITY FUND
BIAM is a wholly-owned subsidiary of Bank of Ireland Asset Management
Limited, which is a wholly-owned subsidiary of Investment Bank of Ireland
Limited, which is a wholly owned subsidiary of Bank of Ireland Group. The
International Equity Fund paid BIAM $1,097,117 for advisory services in 1999.
<PAGE> 40
The chart below sets forth the name and principal occupation of the
principal executive officer and directors of BIAM. The address for BIAM and for
each person listed below is 26 Fitzwilliam Place, Dublin 2, Ireland.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
William R. Cotter Chief Executive Chief Executive Officer, BIAM
Officer and Director
Denis Donovan Director Chief Operating Officer, BIAM
Christopher Reilly Director Chief Investment Officer, BIAM
Dennis Curran President and Director President, BIAM
Gerald Colleary Director Senior Vice President Client
Servicing, BIAM
Thomas Finlay Director Chief Operating Officer, Bank of
Ireland Asset Management Limited
</TABLE>
BIAM provides investment advice for the following registered investment
companies with an objective similar to the International Equity Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
SAFECO International Equity Fund $_____ million 0.60% for first $50 million in assets, plus
0.50% for next $50 million in assets, plus
0.40% for assets over $100 million
Allmerica International Equity Fund $_____ million 0.45% for first $50 million in assets, plus
0.40% for next $50 million in assets, plus
0.30% for assets over $100 million
Berger/BIAM International Fund $_____ million 0.45% of assets
</TABLE>
WESTERN ASSET MANAGEMENT COMPANY ("WESTERN")
LONG-TERM BOND FUND
<PAGE> 41
Western is a wholly-owned subsidiary of Legg Mason, Inc.. The Long-Term
Bond Fund paid Western $621,922 for advisory services in 1999.
The chart below sets forth the name and principal occupation of the
principal executive officer and directors of Western. The address for Western
and for each person listed below is 117 East Colorado Boulevard, Pasadena, CA
91105.
<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER PRINCIPAL OCCUPATION
---- ------------------------ --------------------
<S> <C> <C>
W. Curtis Livingston Chairman of the Board Chief Executive Officer, Western
Kent S. Engel Director Chief Investment Officer, Western
Raymond A. Mason Director Chairman, President, and Chief
Executive Officer, Legg Mason, Inc.
Edward A. Taber Director Senior Executive Vice President,
Legg Mason, Inc.
Elisabeth A. Spector Director Senior Vice President, Legg Mason, Inc.
</TABLE>
<PAGE> 42
Western provides investment advice for the following registered
investment companies with an objective similar to the Long-Term Bond Fund:
<TABLE>
<CAPTION>
NAME OF REGISTERED
INVESTMENT COMPANY SIZE AS OF 12/31/99 ADVISORY FEE RATE
------------------ ------------------- -----------------
<S> <C> <C>
</TABLE>
<PAGE> 43
APPENDIX F
The following proposed Investment Management Agreement relates to Proposal 1.
INVESTMENT MANAGEMENT AGREEMENT
Agreement, made this 1st day of May, 2000, between American Odyssey
Funds, Inc., a Maryland corporation (the "Series Fund"), and American Odyssey
Funds Management LLC, a New Jersey limited liability company (the "Manager").
WHEREAS, the Series Fund is a diversified, open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Series Fund is currently divided into six separate series
(each a "Fund"), 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 Series Fund desires to retain the Manager to render, or
contract to obtain as hereinafter provided, investment advisory services to the
Series Fund and also to avail itself of the facilities available to the Manager
with respect to the administration of the Series Fund's day to day business
affairs; and
WHEREAS, the Manager is willing to render such investment advisory and
administrative services;
NOW, THEREFORE, the parties agree as follows:
1. The Series Fund hereby appoints the Manager to act as manager of
the Series Fund and administrator of its business affairs for the period and on
the terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services described below for the compensation provided in
paragraph 9. The Manager is authorized to enter into Subadvisory agreements for
investment advisory services in connection with the management of each of the
Funds of the Series Fund (the "Subadvisory agreements"), provided that no such
contract shall be made until it has been approved by the Board of Directors of
the Series Fund. The Series Fund shall be a party to each such agreement. Any
such agreement may be entered into by the Manager on such terms and in such
manner as may be permitted by paragraph 9(b) and by the 1940 Act and the rules
thereunder (subject to any applicable exemptions). The Manager will continue to
have supervisory responsibility for all investment advisory services furnished
pursuant to any such Subadvisory agreements. The Manager will review the
performance of all Subadvisers, determine the allocation of assets among the
Subadvisers, and make recommendations to the Board of Directors with respect to
the retention and renewal of such Subadvisory agreements.
2. Subject to the supervision of the Board of Directors and,
subject to paragraph 1 hereof, the Manager shall manage the operations of the
Series Fund and each Fund thereof.
<PAGE> 44
More particularly:
(a) The Manager, in the performance of its duties and
obligations under this Agreement, shall act in conformity with the
Articles of Incorporation, By-Laws, Prospectus, and Statement of
Additional Information of the Series Fund and with the instructions and
directions of the Board of Directors of the Series Fund and will
conform to and comply with the requirements of the 1940 Act and all
other applicable federal and state laws and regulations.
(b) The Manager will monitor the performance of each of the
Subadvisers and will be generally responsible for their activities. The
Manager shall meet periodically with each Subadviser to review and
agree upon its current investment strategies and programs in the light
of anticipated cash flows. The Manager shall periodically provide the
Board of Directors with evaluations of the performance of the
Subadvisers and shall make recommendations concerning the renewal or
termination of the Subadvisory contracts.
(c) For any Fund with more than one Subadviser, the Manager is
authorized to determine the allocation of Fund assets among the
Subadvisers.
(d) The Manager shall provide the Board of Directors of the
Series Fund such periodic and special reports as the Board may
reasonably request.
(e) The Manager shall be responsible for the financial and
accounting records maintained by the Series Fund, other than those
being maintained by the Series Fund's custodian or accounting services
agent.
(f) The Manager shall provide, or cause to be provided, to the
Series Fund's custodian on each business day all information relating
to the transactions in the securities owned, purchased, or sold by each
Fund.
(g) The Manager shall provide such staff assistance as the
Board of Directors of the Series Fund shall reasonably request in
connection with the conduct of meetings of the Board and otherwise.
(h) The investment management services of the Manager to the
Series Fund under this Agreement are not to be deemed exclusive, and
the Manager shall be free to render investment advisory services to
others.
3. The Series Fund has delivered to the Manager copies of each of
the following documents and will deliver to it all future amendments and
supplements, if any:
(a) The Articles of Incorporation of the Series Fund, as filed
with the Secretary of State of Maryland;
(b) The By-Laws of the Series Fund;
<PAGE> 45
(c) Certified resolutions of the Board of Directors of the
Series Fund authorizing the appointment of the Manager and approving
the form of this Agreement;
(d) The Notification of Registration of the Series Fund under
the 1940 Act on Form N-8A as filed with the Securities and Exchange
Commission (the "Commission");
(e) The Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A (the "Registration
Statement"), as filed with the Commission relating to the Series Fund
and shares of the Series Fund and all amendments thereto; and
(f) The Prospectus and Statement of Additional Information of
the Series Fund as currently in effect and as amended or supplemented
from time to time.
4. The Manager shall authorize and permit any of its directors,
officers, and employees who may be elected as members of the Board of Directors
or officers of the Series Fund to serve in the capacities in which they are
elected. All services to be furnished by the Manager under this Agreement may be
furnished through the medium of any such directors, officers, or employees of
the Manager.
5. The Manager shall keep the Series Fund's books and records
required to be maintained by it pursuant to paragraph 2 hereof. The Manager
agrees that all records which it maintains for the Series Fund are the property
of the Series Fund and it will surrender promptly to the Series Fund any such
records upon the Series Fund's request, provided however that the Manager may
retain a copy of such records. The Manager further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act (or any successor provision)
any such records as are required to be maintained by the Manager pursuant to
paragraph 2 hereof.
6. During the term of this Agreement, the Manager shall pay the
following expenses:
(i) the salaries and expenses of all personnel of the Series
Fund and the Manager except the fees and expenses of members of the
Board of Directors who are not interested persons of the Series Fund,
as that term is defined in the 1940 Act;
(ii) all expenses incurred by the Manager or by the Series
Fund in connection with managing the ordinary course of the Series
Fund's business, other than those stated below that will be paid by the
Series Fund; and
(iii) expenses incurred in connection with meetings of the
Board of Directors of the Series Fund, including such staff assistance
as the Board shall reasonably request, but not including the fees and
expenses of directors of the Series Fund who are not interested persons
of the Series Fund, as that term is defined in the 1940 Act.
7. The Series Fund will pay the expenses described below:
<PAGE> 46
(a) the fees and expenses incurred by the Series Fund in
connection with the management of the investment and reinvestment of
each Fund's assets, including the fees described in paragraph 9;
(b) brokers' commissions and any issue or transfer taxes
chargeable to the Series Fund in connection with its securities,
options, and futures transactions;
(c) the fees and expenses of directors of the Series Fund who
are not interested persons of the Series Fund, as that term is defined
in the 1940 Act;
(d) the fees and expenses of the Series Fund's custodian(s) or
accounting services agent(s) that relate to (i) the custodial function
and the recordkeeping connected therewith, (ii) preparing and
maintaining the general accounting records of the Series Fund (other
than those relating to the shares and shareholder accounts of the
Series Fund) and the providing of any such records to the Manager
useful to the Manager in connection with the Manager's responsibility
for the accounting records of the Series Fund pursuant to Section 31 of
the 1940 Act and the rules promulgated thereunder, and (iii) the
pricing of the shares of the Series Fund, including the cost of any
pricing service or services which may be retained pursuant to the
authorization of the directors of the Series Fund;
(e) the charges and expenses of legal counsel and independent
accountants for the Series Fund;
(f) all taxes and corporate fees payable by the Series Fund to
federal, state, and other governmental agencies;
(g) the fees of any trade associations of which the Series
Fund may be a member;
(h) the cost of fidelity, directors and officers, and errors
and omissions insurance;
(i) the fees and expenses involved in registering and
maintaining registration of the Series Fund and of its shares with the
Commission, and qualifying its shares, to the extent required, under
state securities laws, including the preparation and printing of the
Series Fund's registration statements, prospectuses and statements of
additional information for filing under federal and state securities
laws;
(j) communications expenses with respect to investor services
and expenses of preparing, printing, and mailing reports to
shareholders in the amount necessary for distribution to the
shareholders;
(k) all expenses incurred in connection with the holding of
shareholder
<PAGE> 47
meetings; and
(l) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Series Fund's business.
8. In the event the expenses of the Series Fund for any fiscal year
(including the fees payable to the Manager but excluding interest, taxes,
brokerage commissions and litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the Series Fund's
business) exceed the lowest applicable annual expense limitation established and
enforced pursuant to the statute or regulations of any jurisdictions in which
shares of the Series Fund are then qualified for offer and sale, the
compensation due the Manager will be reduced by the amount of such excess, and,
if such reduction exceeds the compensation payable to the Manager, the Manager
will pay to the Series Fund the amount of such reduction which exceeds the
amount of such compensation.
9. (a) For the services provided and the expenses assumed pursuant
to this Agreement, the Series Fund shall pay to the Manager as full compensation
therefor a fee at an annual rate of 0.25% of each Fund's average daily net
assets. The fee shall be computed daily and shall be paid to the Manager monthly
as of the first business day of the next succeeding calendar month. Any
reduction in the fee payable and any payment by the Manager to the Fund pursuant
to paragraph 8 shall be made monthly. Any such reductions or payments are
subject to readjustment during the year. The Series Fund shall pay the fee
described in this subparagraph (a) in addition to the subadvisory fees the
Series Fund pays pursuant to subparagraph (b).
(b) The Series Fund shall pay to each subadviser the fee set
forth in the respective subadvisory agreement, which shall specify a fee rate or
rates based upon the average daily net assets allocated to that subadviser;
provided, however, that the annual fee rate for a subadviser shall not exceed
the maximum annual fee rates specified below:
<TABLE>
<CAPTION>
Maximum annual subadviser
fee rate as a percentage of
average daily net assets
Fund allocated to the subadviser
- ---- ---------------------------
<S> <C>
American Odyssey Core Equity Fund 0.45%
American Odyssey Emerging 0.80%
Opportunities Fund
American Odyssey International 0.55%
Equity Fund
</TABLE>
<PAGE> 48
<TABLE>
<S> <C>
American Odyssey Global 0.525%
High-Yield Bond Fund
American Odyssey Long-Term Bond 0.35%
Fund
American Odyssey 0.35%
Intermediate-Term Bond Fund
</TABLE>
10. The Manager shall not be liable for any loss suffered by the
Series Fund as the result of any negligent act or error of judgment of the
Manager 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 its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. The Series Fund shall indemnify the
Manager and hold it harmless from all cost, damage and expense, including
reasonable expenses for legal counsel, incurred by the Manager resulting from
actions for which it is relieved of responsibility by this paragraph. The
Manager shall indemnify the Series Fund and hold it harmless from all cost,
damage and expense, including reasonable expenses for legal counsel, incurred by
the Series Fund resulting from actions for which the Manager is not relieved of
responsibility by this paragraph.
11. The words "American Odyssey" and the design set forth in Appendix
A hereto (the "Design") are service marks of the Manager. The Manager hereby
grants to the Series Fund a license to use the words "American Odyssey" in the
Series Fund's corporate name, "American Odyssey Funds, Inc.," and a license to
use the words "American Odyssey" and the Design in connection with the Series
Fund's operations as an investment company. This license is granted on a
royalty-free basis. The Manager retains the right to use, or license the use of,
the words "American Odyssey" and any derivative thereof, as well as the Design,
in connection with any other business enterprise. If the holders of the
outstanding voting securities of any Fund fail to approve this Agreement, or if
at any time after such approval the Manager ceases to be investment manager of
any Fund, the Manager shall have the absolute right to terminate the license
herein granted forthwith upon written notice to the Series Fund. Upon
termination of the license herein granted, the Series Fund shall immediately
change its corporate name to one which does not include the words "American
Odyssey" or any derivative thereof, and will discontinue all use by it of the
words "American Odyssey," the Design or anything resembling the Design, in
connection with its business. The terms of the license herein granted shall
inure to the benefit of and be binding upon any successors or assigns of the
Series Fund or the Manager.
12. 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 Series Fund
without the payment of any penalty, by the Board of Directors
<PAGE> 49
of the Series Fund or by vote of a majority of the Series Fund's outstanding
voting securities (as defined in the 1940 Act), or by the Manager 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).
13. Nothing in this Agreement shall limit or restrict the right of
any director, officer, or employee of the Manager who may also be a director,
officer, or employee of the Series Fund 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 or
restrict the right of the Manager to engage in any other business or to render
services of any kind to any other corporation, firm, individual, or association.
14. Except as otherwise provided herein or authorized by the Board of
Directors of the Series Fund from time to time, the Manager shall for all
purposes herein be deemed to be an independent contractor and shall have no
authority to act for or represent the Series Fund in any way or otherwise be
deemed an agent of the Series Fund.
15. During the term of this Agreement, the Series Fund agrees to
furnish the Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of the Series Fund or the public, which refer in
any way to the Manager, prior to use thereof and not to use such material if the
Manager reasonably objects in writing within five business days (or such other
time as may be mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Series Fund will continue to furnish to the
Manager copies of any of the above mentioned materials which refer in any way to
the Manager. Sales literature may be furnished to the Manager hereunder by first
class mail, overnight delivery service, facsimile transmission equipment, or
hand delivery. The Series Fund shall furnish or otherwise make available to the
Manager such other information relating to the business affairs of the Series
Fund as the Manager at any time, or from time to time, reasonably requests in
order to discharge its obligations hereunder.
16. 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.
17. 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
American Odyssey Funds Management, LLC at Two Tower Center, East Brunswick, NJ
08816, Attention: Secretary; or (2) to American Odyssey Funds, Inc. at Two Tower
Center, East Brunswick, NJ 08816, Attention: President.
18. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey.
19. This Agreement may be executed in two or more counterparts, which
taken together shall constitute one and the same instrument.
<PAGE> 50
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.
AMERICAN ODYSSEY FUNDS, INC.
By:
- -------------------------- ------------------------------
Witness
AMERICAN ODYSSEY FUNDS
MANAGEMENT LLC
By:
- -------------------------- ------------------------------
Witness
<PAGE> 51
APPENDIX G
The following form of Investment Subadvisory Agreement relates to Proposals 2-4.
Proposal 2 relates to an agreement with Travelers Asset Management Investment
Corporation ("TAMIC"). Proposals 3 and 4 relate to agreements with State Street
Global Advisors ("SSgA"), one agreement for the Emerging Opportunities Fund and
the other for the Core Equity Fund. The form below omits certain identifying
information for each of the proposed subadvisers, and it shows in brackets the
other provisions that differ among the three agreements.
INVESTMENT SUBADVISORY AGREEMENT
Agreement made as of this 1st day of May, 2000, among American
Odyssey Funds, Inc., a Maryland corporation (the "Series Fund"), American
Odyssey Funds Management LLC, a New Jersey limited liability company (the
"Manager"), and ____________________, a _______________ (the "Subadviser").
WHEREAS, American Odyssey Funds Management LLC 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 LLC 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 _________ 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
<PAGE> 52
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 Assets' 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 or
Subadviser) 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 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
<PAGE> 53
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) [SSgA: The investment management services
provided by the Subadviser hereunder are not exclusive,
and the Subadviser shall be free to render similar services
to others.] [TAMIC: The investment management services
provided by the Subadviser hereunder are not exclusive, and
the Subadviser shall be free to render similar services to
others: provided, however, that the Subadviser agrees that
it shall not serve or accept retention as investment
adviser, investment manager, or similar service provider
during the term of this Agreement and, if this Agreement is
terminated by the Subadviser, for the period of one year
after the termination of this Agreement, with or for the
benefit of any investment company registered under the 1940
Act that seeks as a primary purchaser of its shares,
directly or indirectly through sales of variable contracts,
persons who are eligible to participate in an investment
advisory asset allocation program similar in nature to that
offered by the Manager's affiliated company, Copeland
Financial Services, it being understood and agreed that the
foregoing restriction shall not apply to any services
provided to the Financial Services Department, or any other
unit of The Travelers Insurance Company, it being further
understood and agreed that an
<PAGE> 54
investment company with asset allocation as its own
investment objective (commonly called a balanced fund)
shall not be subject to the foregoing restriction.]
(viii) Absent specific instructions to the
contrary provided to it by the Manager, and subject to the
Subadviser's receipt of all necessary voting materials,
the Subadviser shall vote all proxies with respect to
investments of the allocated assets in accordance with the
Subadviser's proxy voting policy as most recently provided
to the Manager.
(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, [TAMIC 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.
(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.
<PAGE> 55
3. [SSgA Emerging Opportunities Fund: 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 0.08% of the average daily
Net Allocated Assets up to and including $50 million, plus a fee at an annual
rate of 0.06% 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 0.04% of the
average daily Net Allocated Assets over $100 million; provided, however, that
the fee shall not be less than $50,000 on an annualized basis. 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.] [SSgA Core Equity Fund: 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 0.05% of the average daily Net Allocated
Assets up to and including $50 million, plus a fee at an annual rate of 0.04%
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 0.02% of the average
daily Net Allocated Assets over $100 million; provided, however, that the fee
shall not be less than $50,000 on an annualized basis. 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.]
[TAMIC: 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 0.25% of the average daily Net Allocated Assets up to and including
$100 million, plus a fee at an annual rate of 0.20% of the average daily Net
Allocated Assets over $100 million and up to and including $200 million, plus a
fee at an annual rate of 0.15% of the average daily Net Allocated Assets over
$200 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
<PAGE> 56
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 [TAMIC: , 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 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, LLC at Two Tower Center,
East Brunswick, New Jersey 08816, Attention: Secretary; or (3) to
_________________, at ____________________________________, Attention:
_________.
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.
AMERICAN ODYSSEY FUNDS, INC.
<PAGE> 57
___________________________ By: ____________________________
Witness
AMERICAN ODYSSEY FUNDS
MANAGEMENT LLC
____________________________ By: ____________________________
Witness
[SUBADVISER]
____________________________ By: ____________________________
Witness
<PAGE> 58
[front]
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey Global High-Yield Bond
Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Global High-Yield Bond Fund,
you are entitled to provide Travelers with instructions on how to vote the
shares representing your interest in the Fund. The Proxy Statement that
accompanies this voting instruction card describes four proposals. You may
provide Travelers with voting instructions for Proposal 1.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left of
this proxy card.)
<PAGE> 59
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey Global High-Yield Bond Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" PROPOSAL 1.
<PAGE> 60
[front]
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey International Equity
Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the International Equity Fund,
you are entitled to provide Travelers with instructions on how to vote the
shares representing your interest in the Fund. The Proxy Statement that
accompanies this voting instruction card describes four proposals. You may
provide Travelers with voting instructions for Proposal 1.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left of
this proxy card.)
<PAGE> 61
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey International Equity Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" PROPOSAL 1.
<PAGE> 62
[front]
AMERICAN ODYSSEY LONG-TERM BOND FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey Long-Term Bond Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Long-Term Bond Fund, you are
entitled to provide Travelers with instructions on how to vote the shares
representing your interest in the Fund. The Proxy Statement that accompanies
this voting instruction card describes four proposals. You may provide Travelers
with voting instructions for Proposal 1.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left of
this proxy card.)
<PAGE> 63
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey Long-Term Bond Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" PROPOSAL 1.
<PAGE> 64
[front]
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey Intermediate-Term Bond
Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Intermediate-Term Bond Fund,
you are entitled to provide Travelers with instructions on how to vote the
shares representing your interest in the Fund. The Proxy Statement that
accompanies this voting instruction card describes four proposals. You may
provide Travelers with voting instructions for Proposals 1 and 2.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left
of this proxy card.)
<PAGE> 65
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey Intermediate-Term Bond Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
PROPOSAL 2: To approve a new Investment
Subadvisory Agreement with Travelers
Asset Management International Company LLC
("TAMIC") that is substantially
similar to the current agreement.
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" ANY PROPOSAL FOR WHICH YOU DID
NOT PROVIDE INSTRUCTIONS.
<PAGE> 66
[front]
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey Emerging Opportunities
Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Emerging Opportunities Fund,
you are entitled to provide Travelers with instructions on how to vote the
shares representing your interest in the Fund. The Proxy Statement that
accompanies this voting instruction card describes four proposals. You may
provide Travelers with voting instructions for Proposals 1 and 3.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left of
this proxy card.)
<PAGE> 67
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey Emerging Opportunities Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
PROPOSAL 3: To approve a new Investment
Subadvisory Agreement to add State Street
Global Advisors ("SSGA") as a
new subadviser for the Emerging Opportunities
Fund.
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" ANY PROPOSAL FOR WHICH YOU DID
NOT PROVIDE INSTRUCTIONS.
<PAGE> 68
[front]
AMERICAN ODYSSEY CORE EQUITY FUND
THIS REQUEST FOR VOTING INSTRUCTIONS IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF AMERICAN ODYSSEY FUNDS, INC. ("AOF") AND THE TRAVELERS INSURANCE
COMPANY ("TRAVELERS").
To persons having voting rights in the American Odyssey Core Equity Fund:
Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Core Equity Fund, you are
entitled to provide Travelers with instructions on how to vote the shares
representing your interest in the Fund. The Proxy Statement that accompanies
this voting instruction card describes four proposals. You may provide Travelers
with voting instructions for Proposals 1 and 4.
For your voting instructions to be effective, Travelers must receive them prior
to the close of business on April 20, 2000. Travelers will vote the shares in
accordance with your instructions at AOF's special meeting of persons having
voting rights on April 27, 2000 at 10:00 a.m., in the offices of The Copeland
Companies, Two Tower Center, East Brunswick, New Jersey. If you wish to revoke
your instructions and provide new instructions, you must either provide
Travelers with written notice of your revocation prior to the close of business
on April 20, 2000 or attend the special meeting on April 27, 2000.
Date:__________________, 2000
PLEASE SIGN IN BOX BELOW
SIGNATURE(S)
(Please sign exactly as your
name appears at the left of
this proxy card.)
<PAGE> 69
[back]
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below; (2) sign and date the opposite side of this card; and (3) mail the
completed card and any other voting instruction cards you have received as soon
as possible.
Travelers has sent you a separate voting instruction card for each AOF Fund in
which you have voting rights. This card provides voting instructions for your
interest in the American Odyssey Core Equity Fund.
Please vote by filling in the appropriate box below and signing and dating the
other side of this card. Please use blue or black ink or dark pencil. Do not
use red ink.
FOR AGAINST ABSTAIN
PROPOSAL 1: To approve a new Investment
Management Agreement with American
Odyssey Funds Management LLC (the
"Manager") that is identical to the current
agreement, except for the effective date and
term of the agreement
PROPOSAL 4: To approve a new
Investment Subadvisory Agreement to add State
Street Global Advisors ("SSGA") as a new
subadviser for the Core Equity Fund.
IF YOU SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD BUT DO NOT FILL IN A
BOX ABOVE, TRAVELERS WILL VOTE YOUR SHARES "FOR" ANY PROPOSAL FOR WHICH YOU DID
NOT PROVIDE INSTRUCTIONS.
