AMERICAN ODYSSEY FUNDS INC /MD/, DEFS14A, 2000-03-29

AMERICAN ODYSSEY FUNDS INC /MD/
DEFS14A, 2000-03-29

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<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:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-2

American Odyssey Funds, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------------------------------------------------
(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:

---------------------------------------

2) Aggregate number of securities to which transaction applies:

---------------------------------------

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:

---------------------------------------

5) Total fee paid:

---------------------------------------

[ ] 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:

---------------------------------------

2) Form, Schedule or Registration Statement No.:

---------------------------------------

3) Filing Party:

---------------------------------------

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 enclosed 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 investors 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.

March 24, 2000 The Travelers Insurance Company

American Odyssey Funds, Inc.
<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 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
<PAGE> 5

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.

Lori M. Renzulli
Secretary

March 24, 2000
<PAGE> 6

AMERICAN ODYSSEY FUNDS, INC.

SPECIAL MEETING OF PERSONS HAVING VOTING RIGHTS

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 27, 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 one of the current subadvisers. The
federal securities laws require us to obtain your approval because of a new
ownership structure for the Manager and, with respect to the second proposal,
because the subadviser is affiliated with the Manager. The other two proposals
seek to add a new subadviser for the Emerging Opportunities Fund and the Core
Equity Fund. The federal

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securities laws require us 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
investors 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
contract, a variable life insurance contract, or a qualified plan. 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.

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<PAGE> 8

The following table summarizes the four proposals and who is eligible to
vote on them.

<TABLE>
<CAPTION>
GLOBAL EMERGING INTERMEDIATE-
HIGH-YIELD INTERNATIONAL OPPORTUNITIES CORE EQUITY LONG-TERM TERM
BOND FUND EQUITY FUND FUND FUND BOND FUND BOND FUND
---------- ------------- ------------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Proposal 1: To approve
or 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. ............. X X X X X X
Proposal 2: To approve
or disapprove a new
Investment Subadvisory
Agreement with Travelers
Asset Management
International Company
LLC ("TAMIC") that
substantially similar to
the current
agreement. ............. X
Proposal 3: To approve
or disapprove a new
Investment Subadvisory
Agreement to add State
Street Global Advisors
("SSgA") as a new
subadviser for the
Emerging Opportunities
Fund. .................. X
Proposal 4: To approve
or disapprove a new
Investment Subadvisory
Agreement to add State
Street Global Advisors
("SSgA") as a new
subadviser for the Core
Equity Fund. ........... X
</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 effectively be a vote against
the proposal. 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,

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Travelers is requesting voting instructions from its contract owners. When
Travelers receives the voting instructions from its contract owners, it will
vote 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. With respect to Fund shares held
by qualified plans, AOF will distribute proxy materials to shareholders of
record and will vote the shares in accordance with any instructions received
from them.

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. If any
Fund does not approve Proposal 1, then each such Fund will no longer receive
investment advisory services from the Manager as of May 1, 2000, and the Board
of Directors will meet to consider appropriate action with regard to that Fund.

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<PAGE> 10

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>
SHARES
FUND OUTSTANDING
---- ---------------
<S> <C>
Global High-Yield Bond Fund........................... 9,434,177.0765
International Equity Fund............................. 17,064,531.3573
Emerging Opportunities Fund........................... 22,189,600.8963
Core Equity Fund...................................... 26,902,322.3340
Long-Term Bond Fund................................... 25,040,026.7004
Intermediate-Term Bond Fund........................... 12,586,041.8844
</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.

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.

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<PAGE> 11

PROPOSAL 1

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.

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<PAGE> 12

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 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, such as the requirement that fees be
held in escrow until the approval of the new agreement. 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

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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. 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 these services; rather, we reimburse the
Manager for reasonable out-of-pocket expenses incurred in connection with
providing these services. 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

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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 new 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 unanimously
determined that it would be in the best interests of investors 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 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.

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<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 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 CURRENT 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.

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<PAGE> 16

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.

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 new subadvisory agreement.

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 SIZE AS OF
INVESTMENT COMPANY DECEMBER 31, 1999 ADVISORY FEE RATE
------------------ ----------------- -----------------
<S> <C> <C>
Travelers Quality Bond Account for
Variable Annuities.................. $136.5 million 0.3233% of assets
Travelers Quality Bond Portfolio...... $ 58.4 million 0.3233% of assets
Travelers Managed Income Portfolio.... $116.7 million 0.65% of assets
</TABLE>

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 as subadviser to the Intermediate-Term Bond Fund.

After those presentations, the Board unanimously determined that it would
be in the best interests of investors 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.

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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

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Opportunities 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 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-owned
diversified financial services holding company. Information about directors and
officers is included in Appendix D.

SSgA provides investment advice for numerous investment accounts that have
an objective of matching an index, including various small capitalization
indices and various Russell indices (but not the Russell 2500). Many of these
accounts are exempt from registration as investment companies, such as bank
collective trusts. SSgA does not currently provide investment advice for any
registered investment company with the objective of matching a small
capitalization stock index.

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

13
<PAGE> 19

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%
<CAPTION>
CHARTWELL
---------
<S> <C>
First $50 million in Assets................................. 0.70%
Next $50 million in Assets.................................. 0.50%
Assets over $100 million.................................... 0.45%
<CAPTION>
SSGA*
---------
<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 investors 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

14
<PAGE> 20

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. Its portfolio managers have an average of 11 years of management
experience. SSgA has substantial experience managing funds against various
Russell indices. Although SSgA does not currently manage a Russell 2500 fund,
the Board considered that the mechanics of managing a fund against any Russell
index are substantially similar. 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 the Fund pays to its two current 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.

15
<PAGE> 21

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.

16
<PAGE> 22

THE PROPOSED AGREEMENT

The proposed subadvisory agreement with SSgA is 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 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 (as 0.05% up to $100 million, plus 0.04%
of 1/17/2000) $200 million - $300 million; plus
0.03% after $300 million
GE S&P Index $29,552,130 (as of 0.05% up to $100 million, plus 0.04%
Institutional 1/17/2000) $200 million - $300 million, plus
0.03% after $300 million
Franklin Templeton $18,450,978 (as of 0.05% up to $50 million, plus 0.04%
01/17/2000) $50 million - $100 million, plus
0.02% after $100 million
Delaware $11,831,443 (as of Minimum $50,000 0.05% up to $50
Investments 01/15/2000) million, plus 0.04% $50 million -
$100 million, plus 0.02% after $100
million
Hancock $430,257,254 (as 0.07% up to $75 million, plus 0.06%
of 01/17/2000) on next $50 million, plus 0.05% over
$125 million
Sage $5,749,224 (as of 0.05% up to $50 million, plus 0.04%
01/17/2000) $50 million - $100 million, plus
0.02% after $100 million
Provident Mutual $371,580,625 (as 0.027%
of 02/07/2000)
Ameritas $199,568,878 (as 0.05%
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
</TABLE>

17
<PAGE> 23

- ---------------

* All of the above fees are for advisory 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

Set forth below are the current fee rates for Equinox and Putnam and 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%
<CAPTION>
PUTNAM
-------
<S> <C>
All Assets.................................................. 0.45%
<CAPTION>
SSGA*
-------
<S> <C>
First $50 million in Assets................................. 0.05%
Next $50 million in Assets.................................. 0.04%
Assets over $100 million.................................... 0.02%
</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 area, and past
performance in managing other index funds and accounts. The Board also received
information about fees and expenses of index funds generally.

18
<PAGE> 24

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 investors 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.

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 "FOR" THIS
PROPOSAL NO. 4.

19
<PAGE> 25

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 Investors Bank & Trust
Company). The Manager also serves as transfer agent and dividend disbursing
agent of the Fund. Investors Bank & 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 & 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-

A-1
<PAGE> 26

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 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 State Street Bank and Trust Company and 50% by Keeper
Holdings LLC, Seven World Trade Center, 36th Floor, New York, NY 10048. 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. Keeper Holdings LLC is owned 81.1% by Plaza LLC, which is indirectly a
wholly-owned subsidiary of Citigroup, Inc, as described above. The remaining
18.9% of Keeper Holdings LLC is owned by SSB Keeper Holdings LLC, Seven World
Trade Center, 36th Floor, New York, NY 10048, which is a wholly-owned subsidiary
of Salomon Smith Barney Holdings Inc., 388 Greenwich Street, New York, NY 10013,
which is a wholly-owned subsidiary of Citigroup, Inc.

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 Board of Directors and Chief
President Executive Officer, Copeland
Holdings LLC and various
affiliates
</TABLE>

A-2
<PAGE> 27

<TABLE>
<CAPTION>
NAME POSITION WITH MANAGER PRINCIPAL OCCUPATION
---- --------------------- --------------------
<S> <C> <C>
Mark M. Skinner Director and Executive Vice Executive Vice President and
President Chief Marketing Officer,
Copeland Holdings LLC;
President, Copeland Equities
LLC.; Executive Vice
President, Copeland
Financial Services LLC
("CFS") and various
affiliates
Paul S. Feinberg Director, Senior Vice Senior Vice President and
President, and General General Counsel, Copeland
Counsel Holdings LLC. Also: Senior
Vice President and General
Counsel of CFS and Copeland
Equities LLC and various
affiliates
William A. Arnold Director, Executive Vice Executive Vice President,
President, Chief Financial Chief Financial Officer, and
Officer, and Treasurer Treasurer, Copeland Holdings
LLC; Also: Senior Vice
President, Chief Financial
Officer, and Treasurer of
CFS and various affiliates
</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 Chairman of the Board
President
Paul S. Feinberg Director, Senior Vice President
President, General Counsel
and Secretary
William A. Arnold Director, Senior Vice Senior Vice President and
President, Chief Financial Treasurer
Officer and Treasurer
</TABLE>

A-3
<PAGE> 28

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.

B-1
<PAGE> 29

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. Weill Chairman of the Board of Chief Executive Officer and Chief
Directors Investment Officer, Citigroup
Investments
David A. Tyson Director, President and Executive Vice President,
Chief Investment Officer Citigroup Investments
John R. Britt Director and Secretary Senior Counsel, Citigroup
Investments
Joseph E. Rueli Director, Senior Vice Senior Vice President and Chief
President and Chief Financial Officer, Citigroup
Financial Officer Investments
F. Denney Voss Director and Senior Vice Executive Vice President,
President Citigroup Investments
</TABLE>

C-1
<PAGE> 30

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
I. MacAllister 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
Executive Officer Officer
State Street Corporation
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
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 Retired Chairman and CEO
Wyman-Gordon Company
244 Worchester Street
N. Grafton, MA 01536-8001
</TABLE>

D-1
<PAGE> 31

<TABLE>
<CAPTION>
NAME POSITION WITH SSGA PRINCIPAL OCCUPATION
---- ------------------ --------------------
<S> <C> <C>
John M. Kucharski Director Retired Chairman and CEO
EG&G, Inc.
45 William Street
Wellesley, MA 02181
Charles R. LaMantia Director Retired Chairman and CEO
Arthur D. Little, Inc.
25 Acorn Park
Cambridge, MA 02140
David B. Perini Director Retired Chairman
Perini Corporation
73 Mt. Wayte Avenue
Framingham, MA 01701
Dennis J. Picard Director Chairman Emeritus
Raytheon Company
141 Spring Street
Lexington, MA 02173
Alfred Poe Director Chairman and CEO
MenuDirect Corp.
865 Centennial Ave.
Piscatana, NJ 08854
Bernard W. Reznicek Director President, Premier Group
National Director
Utility Markets of
Central State Indemnity
Company of Omaha
1212 N. 96th Street
Omaha, NE 68114-2274
Richard P. Sergal Director President and CEO
National Grid USA
25 Research Drive
Westborough, MA 01502
David A. Spina Director, President and Chief Operating
President and Officer
Chief Operating State Street Corporation
Officer 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
IMS Health Inc.
200 Nyala Farms Road
Westport, CT 06880
</TABLE>

D-2
<PAGE> 32

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
Commonwealth 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 SIZE AS OF
INVESTMENT COMPANY DECEMBER 31, 1999 ADVISORY FEE RATE
------------------ ----------------- ---------------------------
<S> <C> <C>
Vanguard Explorer Fund..... $3.2 billion, 0.40% of first $250 million
of which managed by Chartwell, plus
Chartwell manages 0.30% of the next $250
$390 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, Inc. ("SG Cowen")
Emerging Opportunities Fund

SG Cowen is a wholly-owned subsidiary of SG Investment Management Holding
Corp., which is a wholly-owned subsidiary of Societe Generale Asset Management
SA, which is a wholly-owned subsidiary of Societe Generale, an international
commercial and investment bank headquartered in France. The Emerging
Opportunities 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 officers and directors of SG Cowen. The address for SG Cowen
and for Messrs. Nguyen-Quang and Church is 560 Lexington Avenue, New York, NY
10020. The address for Mr. Hauguel is 1221 Avenue of the Americas, New York, NY
10020. The address for Messrs.

E-1
<PAGE> 33

Collas and D'Allest is 2 Place de la Coupole, La Defense Centex 92078, Paris,
France.

<TABLE>
POSITION WITH
NAME SUBADVISER PRINCIPAL OCCUPATION
- ----------------- ----------------------- ------------------------------
<S> <C> <C>
Philippe-Heny Chairman and Director Chairman and CEO, Societe
Collas Generale Asset Management,
S.A.
Hoan Nguyen-Quang President and Director Same
William Church Director Same
Christian Director Director, Societe Generale
D'Allest Asset Management, S.A.
Didier Hauguel Director Officer, Societe Generale, USA
</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 $35 million in assets. The
SG 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 organized under the laws of New
York. 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 officers and directors of Equinox. The address for Equinox
and for each person listed below is 590 Madison Ave., New York, NY 10022.

<TABLE>
<CAPTION>
POSITION WITH
NAME SUBADVISER PRINCIPAL OCCUPATION
---- ------------- --------------------
<S> <C> <C>
Ronald J. Ulrich Chairman and CIO CIO, Equinox
Wendy D. Lee Chief Executive Director of Research, Equinox
Officer
William C. Cohen Vice President Research Analyst, Equinox
Joan M. Dillon Vice President Research Analyst, Equinox
Laura Starr Principal Research Analyst, Equinox
Mark W. Watson Principal Director of Marketing and
Client Services, Equinox
Kenneth S. Doerr Principal Quantitative Research
Analyst, Equinox
</TABLE>

E-2
<PAGE> 34

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 registered investment
companies with an objective similar to the Core Equity Fund:

<TABLE>
<CAPTION>
NAME OF REGISTERED SIZE AS OF ADVISORY FEE
INVESTMENT COMPANY DECEMBER 31, 1999 RATE
------------------ ----------------- ----------------
<S> <C> <C>
Provident Mutual Market Street Fund.... $11 million 0.30% for first
$50 million in
assets, plus
0.25% for assets
over $50 million
</TABLE>

Credit Suisse Asset Management LLC ("CSAM")
Global High-Yield Bond Fund

CSAM is a wholly-owned subsidiary of Credit Suisse Investment Corporation
which is a wholly-owned subsidiary of Credit Suisse Asset Management Holding
("CSAMHC"). Seventy percent of CSAMHC's voting shares are held by Credit Suisse
First Boston (Swiss Bank) -- Credit Suisse Asset Management Business Unit, which
is a wholly owned subsidiary of Credit Suisse Group, a publicly-traded Swiss
corporation. The remaining 30% of CSAMHC's voting shares are held directly by
Credit Suisse Group. 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 for 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>
William W. Priest, Jr. Chief Executive Officer, Chairman of
Management Committee and Managing Director,
CSAM
Michael E. Guarasci, Sr. Chief Financial Officer, Member of Management
Committee and Managing Director, CSAM
Laurence R. Smith Chief Investment Officer, Member of
Management Committee and Managing Director,
CSAM
Eugene Podsiadlo Head of Retail Distribution, Member of
Management Committee and Managing Director,
CSAM
</TABLE>

E-3
<PAGE> 35

<TABLE>
<CAPTION>
NAME POSITION WITH SUBADVISER/PRINCIPAL OCCUPATION
---- ---------------------------------------------
<S> <C>
Timothy T. Taussig Head of Institutional Distribution, Member of
Management Committee and Managing Director,
CSAM
Elizabeth B. Dater Member of Management Committee and Managing
Director, CSAM
Sheila N. Scott Member of Management Committee and Managing
Director, CSAM
</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 SIZE AS OF ADVISORY FEE
INVESTMENT COMPANY DECEMBER 31, 1999 RATE
------------------ ----------------- ----------------
<S> <C> <C>
Credit Suisse Asset Management Global $101,315,149 0.50% of assets
Income Fund, Inc.
</TABLE>

Bank of Ireland Asset Management (U.S.) Limited ("BIAM")
International Equity Fund

BIAM is a wholly-owned subsidiary of the Bank of Ireland Group PLC, a
publicly traded company. The International Equity Fund paid BIAM $1,097,117 for
advisory services in 1999.

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
William R. Cotter, Christopher Reilly, Sheila R. Neary and Thomas Finlay is 26
Fitzwilliam Place, Dublin 2, Ireland. The address for Dennis Curran and Rosemary
Mahon is 75 Holly Hill Lane, Greenwich, CT 06830.

<TABLE>
<CAPTION>
POSITION WITH
NAME SUBADVISER PRINCIPAL OCCUPATION
---- ------------- --------------------
<S> <C> <C>
William R. Cotter Chief Executive Chief Executive Officer, BIAM
Officer and
Director
Christopher Reilly Director Chief Investment Officer, BIAM
Dennis Curran President and International Operations, BIAM
Director
Sheila R. Neary Director Secretary, BIAM
Rosemary Mahon Director Business Management, BIAM
Thomas Finlay Director Chief Operating Officer, Bank of
Ireland Asset Management Limited
</TABLE>

E-4
<PAGE> 36

BIAM provides investment advice for the following registered investment
companies with an objective similar to the International Equity Fund:

<TABLE>
<CAPTION>
NAME OF REGISTERED SIZE AS OF
INVESTMENT COMPANY DECEMBER 31, 1999 ADVISORY FEE RATE
------------------ ----------------- -----------------------------------
<S> <C> <C>
0.60% for first $50 million in
assets, plus 0.50% for next $50
SAFECO International million in assets, plus 0.40% for
Equity Fund........ $39.3 million assets over $100 million
0.45% for first $50 million in
Allmerica assets, plus 0.40% for next $50
International million in assets, plus 0.30% for
Equity Fund........ $676.0 million assets over $100 million
Berger/BIAM
International
Fund............... $319.2 million 0.45% of assets
</TABLE>

Western Asset Management Company ("Western")
Long-Term Bond Fund

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>
POSITION WITH
NAME SUBADVISER PRINCIPAL OCCUPATION
---- ------------- --------------------
<S> <C> <C>
James W. Hirschman CEO President and CEO, Western
S. Kenneth Leech Director Chief Investment Officer, Western
Stephen A. Walsh Director Director of Portfolio Management,
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.
Timothy C. Scheve Director Executive Vice President, Legg
Mason, Inc.
</TABLE>

Western does not provide investment advice for any registered investment
companies with an objective similar to the Long-Term Bond Fund.

E-5
<PAGE> 37

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

F-1
<PAGE> 38

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.

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

F-2
<PAGE> 39

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;

(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.

F-3
<PAGE> 40

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:

(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 main-

F-4
<PAGE> 41

taining 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 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

F-5
<PAGE> 42

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
ALLOCATED TO THE SUBADVISER
AVERAGE DAILY NET ASSETS
FUND FEE RATE AS A PERCENTAGE OF
---- ---------------------------
<S> <C>
American Odyssey Core Equity Fund........ 0.45%
American Odyssey Emerging Opportunities
Fund................................... 0.80%
American Odyssey International Equity
Fund................................... 0.55%
American Odyssey Global High-Yield Bond
Fund................................... 0.525%
American Odyssey Long-Term Bond Fund..... 0.35%
American Odyssey Intermediate-Term Bond
Fund................................... 0.35%
</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)

F-6
<PAGE> 43

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 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
F-7
<PAGE> 44

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

F-8
<PAGE> 45

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.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

<TABLE>
<S> <C> <C>
AMERICAN ODYSSEY FUNDS, INC.

- ---------------------------- By: ----------------------------
Witness
AMERICAN ODYSSEY FUNDS
MANAGEMENT LLC

- ---------------------------- By: ----------------------------
Witness
</TABLE>

F-9
<PAGE> 46

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

G-1
<PAGE> 47

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 of the Fund (such Prospectus and Statement of Additional Information
as currently in effect and as amended or supplemented from time to time, being
herein called the "Prospectus") and subject to the following understandings:

(i) The Subadviser shall consult periodically with the Manager and
they shall agree upon the current investment strategy for the Allocated
Assets in the light of anticipated cash flows.

(ii) The Subadviser shall provide supervision of the Allocated 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
G-2
<PAGE> 48

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 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 con-

G-3
<PAGE> 49

cerning 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 LLC, 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
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
G-4
<PAGE> 50

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.

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 the lesser of (i) $50,000 on an annualized basis or (ii)
the maximum subadvisory fee rate for the Emerging Opportunity Fund of 0.80% of
the average daily Net Allocated Assets 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

G-5
<PAGE> 51

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 the lesser of (i) $50,000 on an
annualized basis or (ii) the maximum subadvisory rate for the Core Equity Fund
of 0.45% of the average daily Net Allocated Assets 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 act or omission 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
G-6
<PAGE> 52

of the 1940 Act; provided, however, that this Agreement may be terminated by the
Fund at any time, without the payment of any penalty, by the Board of Directors
of the Series Fund or by vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at
any time, without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other party. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act) or
upon the termination of the Management Agreement.

6. Nothing in this Agreement shall limit or restrict the right of any of
the Subadviser's directors, officers, or employees to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or dissimilar nature, nor
limit the Subadviser's right to engage in any other business or to render
services of any kind to any other corporation, firm, individual, or association
[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: ________.

G-7
<PAGE> 53

10. This Agreement shall be governed by the laws of the State of New
Jersey.

11. This Agreement may be executed in two or more counterparts, which taken
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

<TABLE>
<S> <C> <C>
AMERICAN ODYSSEY FUNDS, INC.

- ----------------------------- By: -----------------------------
Witness
AMERICAN ODYSSEY FUNDS
MANAGEMENT LLC

- ----------------------------- By: -----------------------------
Witness
[SUBADVISER]

- ----------------------------- By: -----------------------------
Witness
</TABLE>

G-8
<PAGE> 54
AMERICAN ODYSSEY FUNDS,INC. 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")

*Please fold and detach card at perforation before mailing*

To persons having voting rights in the above-referenced American Odyssey Fund.

Because you have allocated part or all of your interest in your Travelers
variable annuity or life insurance contract to the Fund. The Proxy Statement
that accompanies this voting instruction card describes four proposals. You may
provide Travelers with voting instructions for the Proposal(s) that apply to
your fund(s), found on the reverse side of the card.
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 AOFs 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> 55
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below for the proposals relating to the AOF Fund listed on the other side of
this card; (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 Fund indicated on the other side of this card.

*Please detach at perforation before mailing.*

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 IS FOR ALL AMERICAN ODYSSEY FUNDS [ ] [ ] [ ]
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 IS FOR AMERICAN ODYSSEY
INTERMEDIATE-TERM BOND FUND ONLY [ ] [ ] [ ]
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.

PROPOSAL 3 IS FOR AMERICAN ODYSSEY EMERGING
OPPORTUNITIES FUND ONLY [ ] [ ] [ ]
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.

PROPOSAL 4 IS FOR AMERICAN ODYSSEY CORE
EQUITY FUND ONLY [ ] [ ] [ ]
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.
<PAGE> 56
AMERICAN ODYSSEY FUNDS,INC. This request for voting instructions
is solicited on behalf of the Board
of Directors of American Odyssey Funds,
Inc. ("AOF").

*Please fold and detach card at perforation before mailing*

To persons having voting rights in the above-referenced American Odyssey Fund.

Because you have allocated part or all of your investment to the
above-referenced American Odyssey Fund, you are entitled to provide 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 voting instructions for the Proposal(s) that apply to
your fund(s), found on the reverse side of the card.

For your voting instructions to be effective, AOF must receive them prior to the
close of business on April 20, 2000. The shares will be voted 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 AOF 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> 57
YOUR INSTRUCTIONS ARE IMPORTANT. Please (1) provide your voting instructions
below for the proposals relating to the AOF Fund listed on the other side of
this card; (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.

AOF 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 Fund indicated on the other side of this card.

*Please detach at perforation before mailing.*

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

If you sign, date and return this voting instruction card but do not fill in a
box above, AOF will vote your shares "FOR" any proposal for which you did not
provide instructions.