Form POS EX MUTUAL OF AMERICA INVEST

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PART C

OTHER INFORMATION

 

Item 28.

Exhibits

 

1(a)		Articles of Incorporation of Mutual of America Investment Corporation (the “Investment Company”)
1(b)		Articles of Amendment, dated September 22, 1986
1(c)		Articles Supplementary, dated July 25, 1988
1(d)		Articles Supplementary, dated February 16, 1993
1(e)		Articles Supplementary, dated October 4, 1993
1(f)		Articles Supplementary, dated April 5, 1994
1(g)		Articles Supplementary, dated April 13, 1995
1(h)		Articles Supplementary, dated September 16, 1997
1(i)		Articles Supplementary, dated April 6, 1999
1(j)		Articles Supplementary, dated February 11, 2003
1(k)		Articles Supplementary, dated April 17, 2003
1(l)		Articles Supplementary, dated February 24, 2004
1(m)		Articles Supplementary, dated March 25, 2005
1(n)		Articles Supplementary, dated December 13, 2005
1(o)		Articles Supplementary, dated April 12, 2006
1(p)		Articles Supplementary, dated August 28, 2006
1(q)		Articles Supplementary, dated September 1, 2006
1(r)		Articles Supplementary, dated September 10, 2007
1(s)		Articles Supplementary, dated June 3, 2008
1(t)		Articles Supplementary, dated September 12, 2008
1(u)		Articles Supplementary, dated January 12, 2009
1(v)		Certificate of Correction, dated January 20, 2009
1(w)		Articles Supplementary, dated May 13, 2009
1(x)		Articles Supplementary, dated July 28, 2009
1(y)		Articles Supplementary, dated November 19, 2009
1(z)		Articles Supplementary, dated January 13, 2009
1(aa)		Articles Supplementary, dated January 12, 2011
1(bb)		Articles Supplementary, dated November 4, 2011
1(cc)		Articles Supplementary, dated March 7, 2012
1(dd)		Articles Supplementary, dated November 28, 2012
1(ee)		Articles Supplementary, dated March 4, 2013
1(ff)		Articles Supplementary, dated April 23, 2013
1(gg)		Articles Supplementary, dated February 25, 2014
1(hh)		Articles Supplementary, dated September 18, 2014
1(ii)		Articles Supplementary, dated December 2, 2014
1(jj)		Articles Supplementary, dated March 10, 2015
1(kk)		Articles Supplementary, dated February 25, 2016

 

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1(ll)		Articles Supplementary, dated November 14, 2016
1(mm)		Articles Supplementary, dated January 19, 2018
1(nn)		Articles Supplementary, dated February 22, 2018
1(oo)		Articles Supplementary, dated November 12, 2018
1(pp)		Articles Supplementary, dated March 2, 2020
1(qq)		Articles Supplementary, dated September 18, 2020
2(a)		By-Laws of the Investment Company
2(b)		Revision to Article II, Section 2.2 and Article III, Section 3.4 of the By-Laws
2(c)		Revision to Article III, Section 3.8 of the By-Laws
2(d)		Amendment to By-Laws
2(e)		Amendment to By-Laws
2(f)		Amendment to By-Laws
4(a)		Investment Advisory Agreement, between the Investment Company and Mutual of America Life Insurance Company (“Mutual of America”), as investment adviser
4(b)		Assumption Agreement, between Mutual of America and Mutual of America Capital Management Corporation (the “Adviser”), as investment adviser
4(c)		Supplement AA to Investment Advisory Agreement, between the Investment Company and the Adviser
4(d)		Supplement AE to Investment Advisory Agreement, between the Investment Company and the Adviser
4(e)		Supplement, dated May 1, 1999, to Investment Advisory Agreement, between the Investment Company and the Adviser, regarding the Mid-Cap Equity Index Fund
4(f)		Supplement, dated May 1, 2003, to Investment Advisory Agreement, between the Investment Company and the Adviser, regarding the Allocation Funds
4(g)		Subadvisory Agreement, between the Adviser and Oak Associates
4(h)		Letter to Oak Associates dated June 22, 2005 (termination notice)
4(i)		Letter Agreement signed by the Adviser and Oak Associates dated July 28, 2005 (setting date of termination)
4(j)		Supplement dated as of May 1, 2006 to Investment Advisory Agreement
4(k)		Supplement dated as of October 1, 2012 to Investment Advisory Agreement
4(l)		Supplement dated as of March 22, 2013 to Investment Advisory Agreement
4(m)		Supplement dated as of November 12, 2015 to Investment Advisory Agreement
4(n)		Supplement dated as of November 8, 2017 to Investment Advisory Agreement
4(o)		Supplement dated as of November 7, 2019 to Investment Advisory Agreement
5		Distribution Agreement, between the Investment Company and Mutual of America Securities LLC, as Distributor
7(a)		Custodian Agreement between the Investment Company and Brown Brothers Harriman & Co.
7(b)		Amendment to Custodian Agreement between the Investment Company and Brown Brothers Harriman & Co.
8(a)		Agreement to Limit Operating Expenses between the Investment Company and the Adviser
8(b)		Amendment and Termination of Agreement to Limit Operating Expenses between the Investment Company and the Adviser
8(c)		License Agreement by and between Standard & Poor’s and Mutual of America Investment Corporation
8(d)		Master Agreement by and between Morningstar, Inc. and Mutual of America Life Insurance Company
8(e)		Agreement between FIS and Mutual of America
8(f)		Administrative and Agency Agreement between the Investment Company and Brown Brothers Harriman & Co.
8(g)		Services Agreement between the Investment Company and the Adviser

 

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9(a)		Consent and Opinion of General Counsel for Equity Index, All America, Aggressive Equity, Composite, Bond, Mid-Term Bond, Short-Term Bond and Money Market Funds, as restated
9(b)		Consent and Opinion of General Counsel for Mid-Cap Equity Index Fund shares
9(c)		Consent and Opinion of General Counsel for shares of Allocation Funds
9(d)		Consent and Opinion of General Counsel for shares of Small Cap Value, Small Cap Growth and Mid Cap Value Funds
9(e)		Consent and Opinion of General Counsel for shares of Retirement Funds and International Fund
9(f)		Consent and Opinion of General Counsel for shares of 2050 Retirement Fund
9(g)		Consent and Opinion of Counsel for shares of 2055 Retirement Fund
9(h)		Consent and Opinion of Counsel for shares of Small Cap Equity Index Fund and 2060 Retirement Fund
9(i)		Consent and Opinion of Counsel for shares of Catholic Values Index Fund and 2065 Retirement Fund
10(a)		Independent Registered Public Accounting Firm’s Consent
10(b)		Power of Attorney of Directors
16(a)		Code of Ethics of Mutual of America Investment Corporation
16(b)		Code of Ethics of Mutual of America Capital Management LLC
16(c)		Code of Ethics of Mutual of America Life Insurance Company

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Item 29. Persons Controlled By or Under Common Control with Registrant

The Adviser is an indirect wholly-owned subsidiary of Mutual of America Life Insurance Company (“Mutual of America”). Mutual of America is a New York mutual life insurance company, and as such no person has the direct or indirect power to control Mutual of America except by virtue of a person’s capacity as a director or executive officer. Each holder of an in-force insurance policy or annuity contract issued by Mutual of America has the right to vote for the election of directors of Mutual of America at annual elections and upon other corporate matters where policyholders’ votes are taken. Mutual of America’s ownership of its subsidiaries is as follows:

Mutual of America, a New York mutual insurance company, wholly owns

 

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Mutual of America Holding Company LLC, a Delaware limited liability company, and

 

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Mutual of America Foundation, a New York not-for-profit corporation.

Mutual of America Holding Company LLC wholly owns

 

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Mutual of America Securities LLC, a Delaware limited liability company,

 

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Mutual of America Capital Management LLC (the “Adviser”), a Delaware limited liability company,

 

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320 Park Analytics LLC, a Delaware limited liability company, and

 

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Mutual of America Insurance Agency LLC, a Delaware limited liability company.

Mutual of America, through its separate accounts, owns substantially all of the shares of Mutual of America Variable Insurance Portfolio, a Maryland corporation registered under the 1940 Act as a management investment company whose shares are offered only to those separate accounts for funding variable life insurance and variable annuity products.

Mutual of America currently owns a significant amount of the Registrant’s outstanding shares.

 

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Item 30. Indemnification

Articles of Incorporation of the Investment Company. The Articles of Incorporation of the Investment Company provide in substance that no director or officer of the Investment Company shall be liable to the Investment Company or its shareholders for money damages, unless the director or officer is subject to liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties in the conduct of his or her office.

By-Laws of the Investment Company. The By-Laws of the Investment Company provide for the indemnification of present and former officers and directors of the Investment Company against liability by reason of service to the Investment Company, unless the officer or director is subject to liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (Disabling Conduct). No indemnification shall be made to an officer or director unless there has been a final adjudication on the merits, a dismissal of a proceeding for insufficiency of evidence of Disabling Conduct, or a reasonable determination has been made that no Disabling Conduct occurred. The Investment Company may advance payment of expenses only if the officer or director to be indemnified undertakes to repay the advance unless indemnification is made and if one of the following applies: the officer or director provides a security for his or her undertaking, the Investment Company is insured against losses from any lawful advances, or a reasonable determination has been made that there is reason to believe the officer or director ultimately will be entitled to indemnification.

Insurance. Coverage for officers, directors and managers of the Adviser, Distributor and the Fund is provided under an Investment Management insurance policy issued by Chubb, with excess coverage by CNA, The Hartford, and Travelers, to Mutual of America Life Insurance Company et al. The aggregate limit of liability under these policies is $35 million, with a $1,000,000 deductible per entity insured and no deductible for individual insureds. Coverage for Insurance Company Professional Liability coverage (errors and omissions) is provided under an Investment Management insurance policy issued by AIG, with excess coverage by The Hartford and CNA, to Mutual of America Life Insurance Company et al. The deductible is $1,000,000 for the entity, with an aggregate limit of liability under the primary policy of $30 million.

Operating Agreement of the Adviser. The Operating Agreement of Mutual of America Capital Management LLC, the Investment Company’s Adviser, provides for the indemnification by the Adviser of present and former directors and officers of the Adviser and of any organization for which service is rendered at the request of the Adviser and permits the advance payment of expenses in certain circumstances for covered persons in connection with suits by third parties and derivative suits. Each covered person must have acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Adviser and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. If in connection with a derivative suit a covered person shall have been adjudged to be liable to the Adviser, indemnification shall not be made unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is entitled to indemnity. Thus, the officers, directors and managers of the fund and the Adviser are indemnified by the Adviser for their services in connection with the Investment Company to the extent set forth in the Operating Agreement.

By-Laws of the Principal Underwriter. The By-Laws of Mutual of America Securities LLC (“Securities LLC”), the principal underwriter for the Investment Company, provide for the indemnification by Mutual of America of present and former directors and officers of Securities LLC and of any organization for which service is rendered at the request of Securities LLC and permits the advance payment of expenses in certain circumstances for covered persons in connection with suits by third parties and derivative suits. Each covered person must have acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Securities LLC and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Thus, the officers and directors of Securities LLC are indemnified by Mutual of America for their services in connection with the Investment Company to the extent set forth in the By-Laws.

Undertaking. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by

 

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a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of the Investment Adviser

Mutual of America Capital Management LLC (the “Adviser”) is the investment adviser to the Investment Company, and is registered as an investment adviser under the Investment Advisers Act of 1940. The names, addresses and positions with the Adviser of each Manager and Officer of the Adviser is set forth below.

 

Name		Positions With Adviser		Principal Occupation During Past Two Years
Mark C. Alexander c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Arthur J. Kania Dean and Professor of Law, Villanova University Charles Widger School of Law
Theresa A. Bischoff c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Partner, R.C. Consulting, LLC; formerly Chief Executive Officer, American Red Cross of Greater New York
Noreen Culhane c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Retired, formerly Executive Vice President, NYSE
Nathaniel A. Davis c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Retired, formerly executive Chairman of the Board and Chief Executive Officer, Stride, Inc.; prior thereto Managing Director, Rannd Advisers
John E. Haire c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Managing Partner, Haire Media Ventures; formerly CEO, Concern Worldwide, U.S.; formerly CEO, Parade Media Group
Christopher C. Quick c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		General Partner, Burke & Quick Holdings, LLP; formerly Vice Chairman, Banc of America Specialist
James E. Quinn c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Retired, formerly President, Tiffany & Co.
John J. Stack c/o Mutual of America 320 Park Avenue New York, NY 10022		Manager		Retired, formerly Chairman and CEO of Ceska Sporitelna, Prague, Czech Republic
Jason A. D’ Angelo 320 Park Avenue NY, NY 10022		General Counsel		Executive Vice President and General Counsel as of July 2022; formerly Executive Vice President and Deputy General Counsel as of February 2022; prior thereto Partner, Herrick, Feinstein LLP
Chris W. Festog 320 Park Avenue NY, NY 10022		Senior Executive Vice President, Chief Financial Officer and Treasurer		Senior Executive Vice President and Chief Financial Officer of Mutual of America Life Insurance Company
Joseph Gaffoglio 320 Park Avenue NY, NY 10022		President		President

 

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Name		Positions With Adviser		Principal Occupation During Past Two Years
Kyle Medlin 320 Park Avenue NY, NY 10022		Senior Vice President and Chief Compliance Officer		Senior Vice President and Chief Compliance Officer of Mutual of America Life Insurance Company as of March 2023; prior thereto Vice President, Compliance
Christopher S. Malfant 320 Park Avenue NY, NY 10022		Executive Vice President, Head of Fixed Income		Executive Vice President, Head of Fixed Income as of June 2022; formerly Portfolio Manager, AIG Investments
Stephen J. Rich 320 Park Avenue NY, NY 10022		Chairman and Chief Executive Officer		Chairman and Chief Executive Officer
Michelle A. Rozich 320 Park Avenue NY, NY 10022		Executive Vice President, Enterprise Risk Management and Internal Auditor		Executive Vice President, Enterprise Risk Management and Internal Auditor
Marguerite H. Wagner 320 Park Avenue NY, NY 10022		Executive Vice President, Equities Portfolio Manager		Executive Vice President, Equities Portfolio Manager of the Adviser
Jeff Young Easton, OH		Executive Vice President, Head of Investment Products		Executive Vice President, Head of Investment Products as of March 2022; formerly Senior Director, Product Management, FIS
Jamie A. Zendel 320 Park Avenue NY, NY 10022		Executive Vice President, Quantitative Research, Equity Indexes, Trading and Administration		Executive Vice President, Quantitative Research, Equity Indexes, Trading and Administration; formerly Senior Vice President and Head of Quantitative Research
James P. Accurso 320 Park Avenue NY, NY 10022		Senior Vice President, Director of Fixed Income Research		Senior Vice President of the Adviser
Duygu Akyatan 320 Park Avenue NY, NY 10022		Senior Vice President, Director of Equity Research		Senior Vice President, Director of Equity Research as of March 2022; formerly Vice President, Equities Research
Jacqueline Sabella 320 Park Avenue NY, NY 10022		Senior Vice President, Fixed Income		Senior Vice President of the Adviser
Christopher W. Butler 320 Park Avenue NY, NY 10022		Vice President, Equities Research		Vice President of the Adviser
Martin F. Fetherston 320 Park Avenue NY, NY 10022		Vice President, Fixed Income		Vice President of the Adviser
Kevin Frain 320 Park Avenue NY, NY 10022		Vice President, Equities Research		Vice President of the Adviser

 

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Name		Positions With Adviser		Principal Occupation During Past Two Years
Andrew Hirschfeld 320 Park Avenue NY, NY 10022		Vice President, Fixed Income Quantitative Analyst		Vice President of the Adviser
Alexander Kotlyar 320 Park Avenue NY, NY 10022		Vice President, Equities Research		Vice President of the Adviser
Amy Latkin 320 Park Avenue NY, NY 10022		Corporate Secretary		Vice President and Associate General Counsel of Mutual of America Life Insurance Company
Robert J. Lewis III 320 Park Avenue NY, NY 10022		Vice President, Fixed Income Research		Vice President of the Adviser
Isabel Macalintal 320 Park Avenue NY, NY 10022		Vice President, Equities Research		Vice President of the Adviser
Bradley Ohlmuller 320 Park Avenue NY, NY 10022		Vice President, Equities		Vice President of the Adviser since March 2022; formerly Director, Hedge Fund Strategies, Crestline Investors, Inc.
Joseph P. O’Reilly 320 Park Avenue NY, NY 10022		Vice President, Marketing		Vice President of the Adviser
Nirav Parikh 320 Park Avenue NY, NY 10022		Vice President, Equities Research		Vice President of the Adviser
John Polcari 320 Park Avenue NY, NY 10022		Vice President, Fixed Income Research		Vice President of the Adviser
Jerry H. Tempelman 320 Park Avenue NY, NY 10022		Vice President, Fixed Income Analyst		Vice President of the Adviser as of October 2021; formerly Director at Moody’s Analytics
Bryant Law 320 Park Avenue NY, NY 10022		Second Vice President, Fixed Income		Second Vice President of the Adviser
Ron Viener 320 Park Avenue NY, NY 10022		Second Vice President, Equities Trader		Second Vice President of the Adviser
Paul Welsh 320 Park Avenue NY, NY 10022		Second Vice President, Administration		Second Vice President of the Adviser
Erik Wennerstrum 320 Park Avenue NY, NY 10022		Second Vice President, Quantitative Research		Second Vice President of the Adviser

 

Item 32.

Principal Underwriters

(a) Mutual of America Securities LLC (“Securities LLC”), the principal underwriter of the Registrant, acts as principal underwriter of Mutual of America Variable Insurance Portfolios, Inc., and as principal underwriter of Mutual of America Separate Account No. 2 and Mutual of America Separate Account No. 3, and as principal underwriter of The American Separate Account No. 2 and The American Separate Account No. 3 of The American Life Insurance Company of New York, now known as Wilton Re.

(b) The name, business address and position of each senior officer and director of Securities LLC are as follows:

 

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		Board of Managers
Name and Principal Business Address		Positions and Offices with Principal Underwriter		Positions and Offices with Fund
Brian Q. Severin		Chairman, President, Chief Executive Officer		NA
Christopher Bailey		Manager		NA
Chris Festog		Manager		President, Chief Executive Officer and Principal Executive Officer
Joseph R. Gaffoglio		Manager		NA
		Officers
Name and Principal Business Address		Positions and Offices with Principal Underwriter		Positions and Offices with Fund
Brian Severin		President and Chief Executive Officer		NA
Christopher Bailey		Executive Vice President, Sales Operations		NA
Amy Latkin		Corporate Secretary		Secretary
Kyle Medlin		Chief Compliance Officer		Chief Compliance Officer
Christopher M. Miseo		Senior Vice President, Chief Financial Officer and Treasurer		Assistant Treasurer
Michelle A. Rozich		Executive Vice President, Enterprise Risk Management and Internal Auditor		Chief Risk Officer
Brie Steingarten		Associate General Counsel		NA
Paul Stephen		Senior Vice President, Controller		NA

 

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*	The business address of all officers is 320 Park Avenue, New York, New York 10022-6839, unless otherwise noted. The business address of all directors is c/o Mutual of America, 320 Park Avenue, New York, New York 10022-6839.

(c) The Funds have no principal underwriter who is not an affiliated person of the Funds or an affiliated person of such person.

 

Item 33.

Location of Accounts and Records

The records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rule 31a-3 promulgated thereunder will be maintained by the Adviser and Underwriter each at its offices at 320 Park Avenue, New York, New York 10022 or with its custodian, Brown Brothers Harriman & Co. at 50 Post Office Square, Boston, MA 02110, or with its transfer agent, FIS Investor Services LLC at 4249 Easton Way, Suite 400, Columbus, OH 43219.

 

Item 34.

Management Services

Not applicable.

 

Item 35.

Undertakings

Not applicable.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the registrant certifies that it meets all the requirements for effectiveness of this post-effective amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this post-effective amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, the State of New York, on the 1st of May, 2023.

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on May 1, 2023.

 

Signatures						Title
/s/ Chris Festog						Director; Chairman, President and Chief Executive Officer (Principal Executive Officer)
Chris Festog
/s/ Aferdita Gutierrez						Executive Vice President and Treasurer (Principal Accounting Officer)
Aferdita Gutierrez
*						Director
Carolyn N. Dolan
*						Director
Stanley E. Grayson
*						Director
LaSalle D. Leffall, III
*						Director
John W. Sibal
*						Director
Margaret M. Smyth
*						Director
William E. Whiston
* By:		/s/ Jason D’Angelo
		Jason D’Angelo
		Attorney-in-Fact

 

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ATTACHMENTS / EXHIBITS

AMENDMENT TO CUSTODIAN AGREEMENT BETWEEN THE INVESTMENT COMPANY AND BBH

ADMINISTRATIVE AND AGENCY AGREEMENT BETWEEN THE INVESTMENT COMPANY AND BBH

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