Mutual of America Investment Corporation
 
STATEMENT OF ADDITIONAL INFORMATION 
MUTUAL OF AMERICA INVESTMENT CORPORATION
320 PARK AVENUE,
NEW YORK, NEW YORK 10022
800-468-3785 
EQUITY INDEX FUND
2015 RETIREMENT FUND
ALL AMERICA FUND
2020 RETIREMENT FUND
MID CAP VALUE FUND
2025 RETIREMENT FUND
MID-CAP EQUITY INDEX FUND
2030 RETIREMENT FUND
SMALL CAP VALUE FUND
2035 RETIREMENT FUND
SMALL CAP GROWTH FUND
2040 RETIREMENT FUND
SMALL CAP EQUITY INDEX FUND
2045 RETIREMENT FUND
COMPOSITE FUND
2050 RETIREMENT FUND
INTERNATIONAL FUND
2055 RETIREMENT FUND
CATHOLIC VALUES INDEX FUND
2060 RETIREMENT FUND
BOND FUND
2065 RETIREMENT FUND
MID-TERM BOND FUND
CONSERVATIVE ALLOCATION FUND
MONEY MARKET FUND
MODERATE ALLOCATION FUND
RETIREMENT INCOME FUND
AGGRESSIVE ALLOCATION FUND
This Statement of Additional Information (SAI) is not a prospectus. You should read it in conjunction with the Mutual of America Investment Corporation (the “Investment Company” or “MOAIC”) Prospectus dated May 1, 2022, and you should keep it for future use. The Investment Company’s audited financial statements, and the independent registered public accounting firm’s report thereon, included in its most recent annual report to shareholders are incorporated by reference and made a part of this SAI. (See File No. 811-05084, filed March 14, 2022).
Copies of the Prospectus and most recent shareholder report are available to you at no charge. To obtain a copy of either document, you may write to the Investment Company at the above address or call the toll-free telephone number listed above.
May 1, 2022
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INVESTMENT COMPANY’S FORM OF OPERATIONS
History and Operating Form
The Investment Company was formed on February 21, 1986 as a Maryland corporation. It is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Investment Company was created to replace a former actively managed separate account of Mutual of America Life Insurance Company (“Insurance Company”).
The Investment Company issues separate classes (or series) of stock, each of which represents a separate portfolio of investments (a “Fund”). There are currently twenty-eight Funds: the Equity Index Fund, All America Fund, Mid Cap Value Fund, Mid-Cap Equity Index Fund, Small Cap Value Fund, Small Cap Growth Fund, Small Cap Equity Index Fund, Composite Fund, International Fund, Catholic Values Index Fund, Bond Fund, Mid-Term Bond Fund, Money Market Fund, Retirement Income Fund, 2015 Retirement Fund, 2020 Retirement Fund, 2025 Retirement Fund, 2030 Retirement Fund, 2035 Retirement Fund, 2040 Retirement Fund, 2045 Retirement Fund, 2050 Retirement Fund, 2055 Retirement Fund, 2060 Retirement Fund and 2065 Retirement Fund (together, these twelve Funds are sometimes referred to as the “Retirement Funds”), Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund (together, these three Funds are sometimes referred to as the “Allocation Funds”). Prior to May 1, 1994, the All America Fund was known as the Stock Fund and had different investment objectives.
Offering of Shares
The Investment Company offers Fund shares to separate accounts of the Insurance Company and to certain separate accounts of the Insurance Company’s former indirect wholly-owned subsidiary, The American Life Insurance Company of New York, now known as Wilton Reassurance Life Company of New York (“Wilton Re”). In this SAI, the Insurance Company and Wilton Re are referred to as the “Insurance Companies” and the separate accounts of the Insurance Companies are referred to as the “Separate Accounts”. The Investment Company also offers Fund shares to retirement plans through financial intermediaries.
Contractholders, participants and policyowners of variable annuity contracts and variable life policies issued by the Insurance Companies allocate their contributions and premiums to funds of the Separate Accounts that purchase shares in the corresponding Funds that are available to each Separate Account. The Allocation Funds, Retirement Funds, Mid Cap Value Fund, Small Cap Value Fund, Small Cap Growth Fund, International Fund and Catholic Values Index Fund are not available to the American Separate Accounts, which are the Separate Accounts through which allocations may be made by owners of contracts and policies issued by the American Life Insurance Company of New York, now known as Wilton Re. The Retirement Funds and Catholic Values Index Fund are not available to Separate Account No. 3, which serves variable universal life insurance contracts. The Insurance Companies are the record holders of the Investment Company Funds’ shares.
Description of Shares
The authorized capital stock of the Investment Company consists of 18.75 billion shares of common stock, $0.10 par value. The Investment Company currently has twenty-eight classes of common stock, with each class representing a Fund. The Investment Company may establish additional Funds and may allocate its authorized shares either to new classes or to one or more of the existing classes.
All shares of common stock, of whatever class, are entitled to one vote. The votes of all classes are cast on an aggregate basis, except that if the interests of the Funds differ, the voting is on a Fund-by-Fund basis. Examples of matters that would require a Fund-by-Fund vote are changes in the fundamental investment policy of a particular Fund and approval of the Investment Advisory Agreement or a Subadvisory Agreement for the Fund. The shares of each Fund, when issued, will be fully paid and nonassessable and will have no preference, preemptive, conversion, exchange or similar rights. Shares do not have cumulative voting rights. Each issued and outstanding share in a Fund is entitled to participate equally in dividends and other
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distributions declared by the Fund and in the net assets of that Fund upon liquidation or dissolution remaining after satisfaction of outstanding liabilities. Accrued liabilities that are not allocable to one or more Funds will generally be allocated among the Funds in proportion to their relative net assets. In the unlikely event that any Fund incurred liabilities in excess of its assets, the other Funds could be liable for the excess.
 
INVESTMENT STRATEGIES AND RELATED RISKS
The Prospectus describes each Fund’s principal investment strategy(ies) and the related risks. You should refer to “Additional Information on Fund Objectives, Principal Investment Strategies and Principal Investment Risks” in the Prospectus to learn about those strategies and risks.
Additional Permitted Investments
The Investment Company’s Funds may use investment strategies and purchase types of securities in addition to those discussed in the Prospectus.
Equity Index Fund, Mid-Cap Equity Index Fund, Small Cap Equity Index Fund, and Catholic Values Index Fund: In addition to common stocks, futures contracts and, in the case of the Small Cap Equity Index Fund, exchange-traded funds, the Funds may invest in:
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futures and options,
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exchange traded funds,
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money market instruments, and
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U.S. Government and U.S. Government agency obligations.
All America Fund: In addition to common stocks, the Adviser, who actively manages approximately 40% of the net assets of the All America Fund (the “Active Assets”), may invest assets in:
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futures and options contracts,
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exchange traded funds,
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securities convertible into common stocks, including warrants and convertible bonds,
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bonds,
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money market instruments,
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U.S. Government and U.S. Government agency obligations,
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foreign securities and ADRs,
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futures and options contracts, and
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preferred stock.
The portion of the All America Fund invested to replicate the S&P 500 ® Index (the “Indexed Assets”) also may be invested in:
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money market instruments, and
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U.S. Government and U.S. Government agency obligations.
The Adviser may manage cash allocated to the Active Assets prior to investment in securities.
Mid Cap Value Fund: In addition to common stocks, the Mid Cap Value Fund may invest in:
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securities convertible into common stocks, including warrants and convertible bonds,
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bonds,
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money market instruments,
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U.S. Government and U.S. Government agency obligations,
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foreign securities and ADRs,
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futures and options contracts, and
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preferred stock.
Small Cap Value Fund: In addition to common stocks, the Small Cap Value Fund may invest in:
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securities convertible into common stocks, including warrants and convertible bonds,
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bonds,
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money market instruments,
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U.S. Government and U.S. Government agency obligations,
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foreign securities and ADRs,
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futures and options contracts, and
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preferred stock.
Small Cap Growth Fund: In addition to common stocks, the Small Cap Growth Fund may invest in:
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securities convertible into common stocks, including warrants and convertible bonds,
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bonds,
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money market instruments,
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U.S. Government and U.S. Government agency obligations,
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foreign securities and ADRs,
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futures and options contracts, and
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preferred stock.
Composite Fund: In addition to common stocks, the equity portion of the Composite Fund may be invested in:
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securities convertible into common stocks, including warrants,
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preferred stock,
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money market instruments,
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U.S. Government and U.S. Government agency obligations,
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foreign securities and ADRs, and
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futures and options contracts.
In addition to investment grade debt securities of the type described in the Prospectus, the fixed-income portion of the Composite Fund may be invested in:
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asset-backed securities,
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money market instruments,
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non-investment grade securities,
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foreign securities,
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options, futures contracts and options on futures contracts, and
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equipment trust certificates.
International Fund: In addition to common stocks, foreign securities and ADRs, and exchange traded funds, the International Fund may invest in:
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futures and options contracts, and
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money market instruments.
Bond Fund and Mid-Term Bond Fund (the “Bond Funds”): In addition to investment grade debt securities of the type described in the Prospectus, each Bond Fund may invest in:
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asset-backed securities,
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below-investment grade securities, for up to 20% of its assets,
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foreign securities,
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cash and money market instruments,
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stocks acquired either by conversion of fixed-income securities or by the exercise of warrants attached to fixed income securities,
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preferred stock,
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options, futures contracts and options on futures contracts, and
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equipment trust certificates.
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The Fund does not currently invest in foreign securities, although it is possible that such investments can be made in the future.
Money Market Fund: In addition to commercial paper and U.S. Treasury Bills, the Fund may invest in any of the following kinds of money market instruments, payable in United States dollars:
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securities issued or guaranteed by the U.S. Government or a U.S. Government agency or instrumentality;
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negotiable certificates of deposit, bank time deposits, bankers’ acceptances and other short-term debt obligations of domestic banks and foreign branches of domestic banks and U.S. branches of foreign banks, which at the time of their most recent annual financial statements show assets in excess of $5 billion;
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certificates of deposit, time deposits and other short-term debt obligations of domestic savings and loan associations, which at the time of their most recent annual financial statements show assets in excess of $1 billion;
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repurchase agreements covering government securities, certificates of deposit, commercial paper or bankers’ acceptances;
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variable amount floating rate notes; and
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debt securities issued by a corporation.
The Money Market Fund may enter into transactions in options, futures contracts and options on futures contracts on United States Treasury securities.
Under the Money Market Fund’s investment policy, money market instruments and other short-term debt securities means securities that have a remaining term to maturity of 397 calendar days or less. The dollar-weighted average maturity of the securities held by the Money Market Fund will not exceed 60 days.
The securities in the Money Market Fund must meet the following quality requirements —
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All of the securities held by the Money Market Fund must have a remaining maturity of 397 calendar days or less; and
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All of the securities held by the Money Market Fund must have been determined by the Money Market Fund’s Board of Directors to present minimal credit risks to the fund. Such determination must include an analysis of the capacity of the security’s issuer or guarantor to meet its financial obligations, and such analysis must include, to the extent appropriate, consideration of the following factors with respect to the security’s issuer or guarantor: (A) Financial condition; (B) Sources of liquidity; (C) Ability to react to future market-wide and issuer- or guarantor-specific events, including ability to repay debt in a highly adverse situation; and (D) Strength of the issuer or guarantor’s industry within the economy and relative to economic trends, and issuer’s or guarantor’s competitive position within its industry.
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The Adviser must provide an ongoing review of whether each security (other than any U.S. government security) continues to present minimal credit risks. Upon the occurrence of a default with respect to a portfolio security, a portfolio security ceasing to be an eligible security, or an event of insolvency with respect to the issuer of a security or the provider of any guarantee, then the Fund will sell any such securities as soon as practicable, unless the Board of Directors determines that sale of those securities would not be in the best interests of the Fund.
The Money Market Fund will not invest more than 5% of its total assets in securities of, or subject to puts from, any one issuer (other than U.S. government securities and repurchase agreements fully collateralized by U.S. government securities) provided that (a) the Fund may invest up to 10% of its total assets in securities issued or guaranteed by a single issuer with respect to which the Fund has purchased an unconditional put and (b) the Fund may invest up to 25% of its total assets in the securities of a single issuer for up to three business days, provided that it does so with respect to only one issuer at any time.
Retirement Funds: In addition to shares of other Funds of the Investment Company, the Retirement Funds may each invest in:
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securities issued or guaranteed by the U.S. Government or a U.S. Government agency or instrumentality; and
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commercial paper and other short-term paper as defined in the 1940 Act.
Allocation Funds: In addition to shares of other Funds of the Investment Company, the Aggressive Allocation, Moderate Allocation and Conservative Allocation Funds may each invest in:
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securities issued or guaranteed by the U.S. Government or a U.S. Government agency or instrumentality; and
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commercial paper and other short-term paper as defined in the 1940 Act.
Additional Investment Strategies
Lending of Securities
The Funds have the authority to lend their securities. The Funds will not lend any securities until the Investment Company’s Board of Directors approves a form of securities lending agreement. Refer to “Fundamental Investment Restrictions”, paragraph 9, and “Non-Fundamental Investment Policies”, paragraph 9, for descriptions of the fundamental and current restrictions on lending by the Funds.
Upon lending securities, a Fund must receive as collateral cash, securities issued or guaranteed by the United States Government or its agencies, or standby letters of credit, not issued by the Fund’s banking lending agent. The collateral amount at all times while the loan is outstanding must be maintained in amounts equal to at least 100% of the current market value of the loaned securities.
The Fund will continue to receive interest or dividends on the securities lent. In addition, it will receive a portion of the income generated by the short-term investment of cash received as collateral, or, alternatively, where securities or a letter of credit are used as collateral, a lending fee paid directly to the Fund by the borrower of the securities. A Fund will have the right to terminate a securities loan at any time. The Fund will have the right to regain record ownership of loaned securities in order to exercise beneficial rights, such as voting rights or subscription rights.
Loans of securities will be made only to firms that the Adviser deems creditworthy. There are risks of delay in recovery and even loss of rights in the collateral, however, if the borrower of securities defaults, becomes the subject of bankruptcy proceedings or otherwise is unable to fulfill its obligations or fails financially.
Repurchase Agreements
The Funds have the authority to enter into repurchase agreements. A Fund may not invest more than 10% of its total assets in repurchase agreements or time deposits that mature in more than seven days. The Funds will not enter into any repurchase agreements until the Investment Company’s Board of Directors approves a form of repurchase agreement and authorizes entities as counterparties.
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Under a repurchase agreement, a Fund acquires underlying debt instruments for a relatively short period (usually not more than one week and never more than one year) subject to an obligation of the seller to repurchase (and the Fund to resell) the instrument at a fixed price and time, thereby determining the yield during the Fund’s holding period. This results in a fixed rate of return insulated from market fluctuation during such period. Accrued interest on the underlying security will not be included for purposes of valuing a Fund’s assets.
Repurchase agreements have the characteristics of loans by a Fund and will be fully collateralized (either with physical securities or evidence of book entry transfer to the account of the custodian bank) at all times. During the term of the repurchase agreement, the Fund retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors the market value of the security subject to the agreement and requires the Fund’s seller to deposit with the Fund additional collateral equal to any amount by which the market value of the security subject to the repurchase agreement falls below the resale amount provided under the repurchase agreement.
The Funds will enter into repurchase agreements only with member banks of the Federal Reserve System and with dealers in U.S. Government securities whose creditworthiness has been reviewed and found satisfactory. Securities underlying repurchase agreements will be limited to certificates of deposit, commercial paper, bankers’ acceptances, or obligations issued or guaranteed by the United States Government or its agencies or instrumentalities, in which the Funds may otherwise invest.
A seller of a repurchase agreement could default and not repurchase from a Fund the security that is the subject of the agreement. The Fund would look to the collateral underlying the seller’s repurchase agreement, including the securities subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Fund. In such event, the Fund might incur disposition costs in liquidating the collateral and might suffer a loss if the value of the collateral declines. There is a risk that if the issuer of the repurchase agreement becomes involved in bankruptcy proceedings, the Fund might be delayed or prevented from liquidating the underlying security or otherwise obtaining it for its own purposes, if the Fund did not have actual or book entry possession of the security.
When Issued and Delayed Delivery Securities
The Funds may from time to time in the ordinary course of business purchase fixed income securities on a when-issued or delayed delivery basis, which means that at the time of purchase the price and yield are fixed, but payment and delivery occur at a future date. Upon purchase of a when-issued or delayed delivery security, a Fund will record the transaction and include the security’s value in determining its net asset value and will segregate cash, cash equivalents or other liquid securities in an amount sufficient to pay the purchase price of the security upon delivery. When the security is delivered to the Fund, its market value may be more or less than the purchase price. A Fund will enter into commitments for when-issued or delayed delivery securities only when it intends to acquire the securities, but if it does sell securities before delivery, the Fund may have a capital gain or loss.
Rule 144A Investments, Section 4(2) Commercial Paper and Illiquid Securities
Each Fund, with respect to not more than 10% of its total assets, may purchase securities that are not readily marketable, or are “illiquid”. Repurchase agreements of more than seven days’ duration and variable and floating rate demand notes not requiring receipt of the principal note amount within seven days’ notice are considered illiquid. A Fund may incur higher transaction costs and require more time to complete transactions for the purchase and sale of illiquid securities than for readily marketable securities. When a Fund determines to sell an illiquid security within a relatively short time period, it may have to accept a lower sales price than if the security were readily marketable. Refer to “Non-Fundamental Investment Policies”, paragraph 10. The Adviser will make a factual determination as to whether securities with contractual or legal restrictions on resale purchased by a Fund are liquid, based on the frequency of trades and quotes, the number of dealers and potential purchasers, dealer undertakings to make a market, and the nature of the security and the marketplace, pursuant to procedures adopted by the Board of Directors of the Investment Company. Securities that are eligible for purchase and sale under Rule 144A of the Securities Act of 1933 (the 1933 Act) shall be considered liquid, provided the Adviser has not made a contrary determination regarding liquidity in
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accordance with the Board’s procedures. Rule 144A permits certain qualified institutional buyers to trade in securities even though the securities are not registered under the 1933 Act. In addition, commercial paper privately placed in accordance with Section 4(2) of the 1933 Act also will be considered liquid, provided the requirements set forth in the Board’s procedures are satisfied.
Options and Futures Contracts
Each of the Funds other than the Allocation Funds and the Retirement Funds may purchase and sell options and futures contracts, as described below. Refer to “Non-Fundamental Investment Policies” below, paragraph 1, for a description of the current restrictions on the Funds’ purchase of options and futures contracts.
Each Fund may sell a call option contract on a security it holds in its portfolio (called a covered call), and it may buy a call option contract on the security to close out a position created by the sale of a covered call.
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A call option is a short-term contract (generally having a duration of nine months or less) which gives the purchaser of the option the right to purchase the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period.
As consideration for writing a covered call option, a Fund (the seller) receives from the purchaser a premium, which the Fund retains whether or not the option is exercised. The seller of the call option has the obligation, upon the exercise of the option by the purchaser, to sell the underlying security at the exercise price at any time during the option period.
Each Fund may buy a put option contract on a security it holds in its portfolio, and it may sell a put option contract on the security to close out a position created by the purchase of the put option contract.
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A put option is a similar short-term contract that gives the purchaser of the option the right to sell the underlying security at a fixed exercise price at any time prior to the expiration of the option regardless of the market price of the security during the option period. As consideration for the put option, a Fund (the purchaser) pays the seller a premium, which the seller retains whether or not the option is exercised. The seller of the put option has the obligation, upon the exercise of the option by the purchaser, to purchase the underlying security at the exercise price at any time during the option period. The buying of a covered put contract limits the downside exposure for the investment in the underlying security to the combination of the exercise price less the premium paid.
Each Fund may purchase and sell futures contracts, and purchase options on futures contracts, on fixed-income securities or on an index of securities, such as the Standard & Poor’s 100 ® Index, the Standard & Poor’s 500 ® Index or the New York Stock Exchange Composite Index.
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A futures contract on fixed income securities requires the seller to deliver, and the purchaser to accept delivery of, a stated quantity of a given type of fixed income security for a fixed price at a specified time in the future. A futures contract or option on a stock index provides for the making and acceptance of a cash settlement equal to the change in value of a hypothetical portfolio of stocks between the time the contract is entered into and the time it is liquidated, times a fixed multiplier. Futures contracts may be traded domestically only on exchanges which have been designated as “contract markets” by the Commodity Futures Trading Commission, such as the Chicago Board of Trade.
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An option on a futures contract provides the purchaser with the right, but not the obligation, to enter into a “long” position in the underlying futures contract (in the case of a call option on a futures contract), or a “short” position in the underlying futures contract (in the case of a put option on a futures contract), at a fixed price up to a stated expiration date. Upon exercise of the option by the holder, the contract market clearing house establishes a corresponding short position for the writer of the option, in the case of a call option, or a corresponding long position in the case of a put option. In the event that an option is exercised, the parties are subject to all of the risks associated with the trading of futures contracts, such as payment of margin deposits.
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A Fund does not pay or receive a payment upon its purchase or sale of a futures contract. Initially, a Fund will be required to deposit with the Fund’s custodian in the broker’s name an amount of cash or U.S. Treasury bills equal to approximately 5% of the contract amount. This amount is known as “initial margin.”
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While a futures contract is outstanding, there will be subsequent payments, called “maintenance margin”, to and from the broker. These payments will be made on a daily or intraday basis as the price of the underlying instrument or stock index fluctuates making, the long and short positions in the futures contract more or less valuable. This process is known as “mark to market”. At any time prior to expiration of the futures contract, a Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s position in the futures contract and may require additional transaction costs. A final determination of margin is then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a loss or gain.
A Fund may use futures contracts to protect against general increases or decreases in the levels of securities prices, in the manner described below.
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When a Fund anticipates a general decrease in the market value of portfolio securities, it may sell futures contracts. If the market value falls, the decline in the Fund’s net asset value may be offset, in whole or in part, by corresponding gains on the futures position.
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A Fund may sell futures contracts on fixed-income securities in anticipation of a rise in interest rates that would cause a decline in the value of fixed-income securities held in the Fund’s portfolio.
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A Fund may sell stock index futures contracts in anticipation of a general market wide decline that would reduce the value of its portfolio of stocks.
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When a Fund projects an increase in the cost of fixed-income securities or stocks to be acquired in the future, the Fund may purchase futures contracts on fixed-income securities or stock indexes. If the hedging transaction is successful, the increased cost of securities subsequently acquired may be offset, in whole or in part, by gains on the futures position.
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Instead of purchasing or selling futures contracts, a Fund may purchase call or put options on futures contracts in order to protect against declines in the value of portfolio securities or against increases in the cost of securities to be acquired.
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Purchases of options on futures contracts may present less risk in hedging a portfolio than the purchase and sale of the underlying futures contracts, since the potential loss is limited to the amount of the premium paid for the option, plus related transaction costs.
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As in the case of purchases and sales of futures contracts, a Fund may be able to offset declines in the value of portfolio securities, or increases in the cost of securities acquired, through gains realized on its purchases of options on futures.
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The Funds also may purchase put options on securities or stock indexes for the same types of securities for hedging purposes. The purchase of a put option on a security or stock index permits a Fund to protect against declines in the value of the underlying security or securities in a manner similar to the sale of futures contracts.
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In addition, the Funds may write call options on portfolio securities or on stock indexes for the purpose of increasing their returns and/or to protect the value of their portfolios.
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When a Fund writes an option which expires unexercised or is closed out by the Fund at a profit, it will retain the premium paid for the option, less related transaction costs, which will increase its gross income and will offset in part the reduced value of a portfolio security in connection with which the option may have been written.
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If the price of the security underlying the option moves adversely to the Fund’s position, the option may be exercised and the Fund will be required to sell the security at a disadvantageous price, resulting in losses which may be only partially offset by the amount of the premium.
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A call option on a security written by a Fund will be covered through ownership of the security underlying the option or through ownership of an absolute and immediate right to acquire such security upon conversion or exchange of other securities held in its portfolio.
Risks in futures and options transactions include the following:
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There may be a lack of liquidity, which could make it difficult or impossible for a Fund to close out existing positions and realize gains or limit losses.
The liquidity of a secondary market in futures contracts or options on futures contracts may be adversely affected by “daily price fluctuation limits,” established by the exchanges on which such instruments are traded, which limit the amount of fluctuation in the price of a contract during a single trading day. Once the limit in a particular contract has been reached, no further trading in such contract may occur beyond such limit, thus preventing the liquidation of positions, and requiring traders to make additional variation margin payments. Market liquidity in options, futures contracts or options on futures contracts may also be adversely affected by trading halts, suspensions, exchange or clearing house equipment failures, government intervention, insolvency of a brokerage firm or clearing house or other disruptions of normal trading activity.
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The securities held in a Fund’s portfolios may not exactly duplicate the security or securities underlying the options, futures contracts or options on futures contracts traded by the Fund, and as a result the price of the portfolio securities being hedged will not move in the same amount or direction as the underlying index, securities or debt obligation.
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A Fund purchasing an option may lose the entire amount of the premium plus related transaction costs.
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For options on futures contracts, changes in the value of the underlying futures contract may not be fully reflected in the value of the option.
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With respect to options and options on futures contracts, the Funds are subject to the risk of market movements between the time that the option is exercised and the time of performance thereunder.
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In writing a covered call option on a security or a stock index, a Fund may incur the risk that changes in the value of the instruments used to cover the position will not correlate precisely with changes in the value of the option or underlying the index or instrument.
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The opening of a futures position and the writing of an option are transactions that involve substantial leverage. As a result, relatively small movements in the price of the contract can result in substantial unrealized gains or losses.
Additional Information about Specific Types of Securities
Non-Investment Grade Securities
The Bond Funds may purchase non-investment grade debt securities. In addition, the Bond Funds and the other Funds that purchase debt securities may hold a security that becomes non-investment grade as a result of impairments of the issuer’s credit.
Fixed-income securities that are rated in the lower rating categories of the nationally recognized rating services (Ba or lower by Moody’s and BB or lower by Standard & Poor’s), or unrated securities of comparable quality, are commonly known as non-investment grade securities or “junk bonds”. Junk bonds are regarded as being predominantly speculative as to the issuer’s ability to make payments of principal and interest. Investment in non-investment grade securities involves substantial risk. Junk bonds may be issued by less creditworthy companies or by larger, highly leveraged companies, and are frequently issued in corporate restructurings, such as mergers and leveraged buy-outs. Such securities are particularly vulnerable to adverse changes in the issuer’s industry and in general economic conditions. Junk bonds frequently are junior obligations of their issuers, so that in the event of the issuer’s bankruptcy, claims of the holders of junk bonds will be satisfied only after satisfaction of the claims of senior security holders.
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Non-investment grade bonds tend to be more volatile than higher-rated fixed-income securities, so that adverse economic events may have a greater impact on the prices of junk bonds than on higher-rated fixed-income securities. Junk bonds generally are purchased and sold through dealers who make a market in such securities for their own accounts. However, there are fewer dealers in the non-investment grade bond market, and the market may be less liquid than the market for higher-rated fixed-income securities, even under normal economic conditions. Also, there may be significant disparities in the prices quoted for junk bonds by various dealers. Adverse economic conditions or investor perceptions (whether or not based on economic fundamentals) may impair the liquidity of this market, and may cause the prices that a Fund may receive for any non-investment grade bonds to be reduced, or might cause a Fund to experience difficulty in liquidating a portion of its portfolio.
U.S. Government and U.S. Government Agency Obligations
All of the Funds may invest in U.S. Government and U.S. Government agency obligations. Some of these securities also may be considered money market instruments. Some also may be mortgage-backed securities or zero coupon securities.
U.S. Government Obligations: These securities are issued and guaranteed as to principal and interest by the United States Government. They include a variety of Treasury securities, which differ only in their interest rates, maturities and times of issuance. Treasury bills have a maturity of one year or less. Treasury notes at the time of issuance have maturities of two to ten years and Treasury bonds have a maturity of 30 years.
U.S. Government Agency Obligations: Agencies of the United States Government that issue or guarantee obligations include, among others, Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, Government National Mortgage Association, Student Loan Marketing Association, Maritime Administration, Small Business Administration and the Tennessee Valley Authority.
Instrumentalities of the United States Government that issue or guarantee obligations include, among others Federal Farm Credit Banks, Federal National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks and Banks for Cooperatives.
Some of the securities issued by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others are supported by the right of the issuer to borrow from the Treasury, while others are supported only by the credit of the instrumentality that issued the obligation.
Money Market Instruments
All of the Funds may purchase money market instruments, which include the following.
Certificates of Deposit. Certificates of deposit are generally short term, interest-bearing negotiable certificates issued by banks or savings and loan associations against funds deposited in the issuing institution.
Time Deposits. Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate, for which no negotiable certificate is received.
Bankers’ Acceptance. A bankers’ acceptance is a draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrower is liable for payment as well as the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity.
Commercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance not exceeding nine months.
Variable Amount Floating Rate Notes. Variable floating rate notes are short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. These are interest-bearing notes on which the interest rate generally fluctuates on a weekly basis.
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Corporate Debt Securities. Corporate debt securities with a remaining maturity of less than one year tend to become extremely liquid and are traded as money market securities.
Treasury Bills. See “U.S. Government and U.S. Government Agency Obligations” above.
Because the Money Market Fund and the other Funds generally will purchase only money market instruments that are rated high quality and have short terms to maturities, these money market instruments are considered to have low levels of market risk and credit risk.
Zero Coupon Securities and Discount Notes; Redeemable Securities
The Bond Funds and the fixed income portion of the Composite Fund may invest in discount notes and zero coupon securities. Discount notes mature in one year or less from the date of issuance. Zero coupon securities may be issued by corporations or by certain U.S. Government agencies.
Discount notes and zero coupon securities do not pay interest. Instead, they are issued at prices that are discounted from the principal (par) amount due at maturity. The difference between the issue price and the principal amount due at maturity (or the amount due at the expected redemption date in some cases if the securities are callable) is called “original issue discount”. A Fund must accrue original issue discount as income, even if the Fund does not actually receive any payment under the security during the accrual period. The purchase price paid for zero coupon securities at the time of issuance, or upon any subsequent resale, reflects a yield-to-maturity required by the purchaser from the purchase date to the maturity date (or expected redemption date).
Zero coupon securities and discount notes may fluctuate more in market value and be more difficult for a Fund to resell during periods of interest rate changes in the economy than comparable securities that pay interest in cash at regular intervals. The market values of outstanding debt securities generally decline when interest rates are rising, and during such periods a Fund may lose more investment capital if it sells zero coupon securities prior to their maturity date or expected redemption date than if it sells comparable interest-bearing securities. In general, the longer the remaining term to maturity or expected redemption of a security, the greater the impact on market value from rising interest rates.
Foreign Securities and American Depository Receipts (ADRs)
In addition to investing in domestic securities, each of the Funds other than the Money Market Fund and the Allocation Funds may invest in securities of foreign issuers, including securities traded outside the United States. Foreign issues guaranteed by domestic corporations are considered to be domestic securities.
ADRs are dollar-denominated receipts issued generally by domestic banks and representing the deposit with the bank of a security of a foreign issuer. ADRs are publicly traded on exchanges or over-the-counter in the United States.
The Investment Company has a non-fundamental investment policy that limits foreign securities, including foreign exchange transactions, and ADRs to 25% of a Fund’s total assets, except that this policy does not apply to the International Fund. (See “Non-Fundamental Investment Policies”, paragraph 2.) The Investment Company currently anticipates that no Fund, except for the International Fund, will invest more than 10% of its total assets in foreign securities or foreign exchange transactions.
The Investment Company will consider special factors before investing in foreign securities and ADRs. These include:
•
changes in currency rates or currency exchange control regulations,
•
the unavailability of financial information or the difficulty of interpreting financial information prepared under foreign accounting standards,
•
less liquidity and more volatility in foreign securities markets (not applicable to ADRs),
•
the impact of political, social or diplomatic developments, and
•
the difficulty of assessing economic trends in foreign countries.
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The Funds could encounter greater difficulties in bringing legal processes abroad than would be encountered in the United States. In addition, transaction costs in foreign securities may be higher.
Exchange Traded Funds
An exchange traded fund (ETF) is a type of investment company that is similar to an index fund in that it primarily invests in securities of companies that are included in a particular market index. The shares of ETFs are traded on an exchange, similar to shares of stocks. The Equity Index Fund, Small Cap Equity Index Fund, Mid-Cap Equity Index Fund, Catholic Values Index Fund, and the passive portion of the All America Fund may invest in ETFs that track the index to invest available cash to attempt to efficiently and cost effectively keep the Fund fully invested on a daily basis in an attempt to minimize deviation from the performance of its respective index. The International Fund may invest in ETFs that reflect, replicate or closely follow the holdings in the MSCI EAFE Index. As described in the Prospectus, the International Fund’s ability to invest in underlying ETFs will be severely constrained unless the underlying ETFs have received exemptive orders from the SEC permitting such investments in excess of the limitations set forth in the 1940 Act and both the underlying ETFs and the International Fund take all appropriate measures to comply with the terms and conditions of such orders. Other risks associated with investments in ETFs are described in more detail in the Prospectus.
Convertible Securities
The Bond Funds and the fixed income portion of the Composite Fund may invest in convertible securities. Convertible securities can be converted by the holder into common stock of the issuer, at the price and on the terms set forth by the issuer when the convertible securities are initially sold. Convertible securities normally provide a higher yield than the underlying stock but a lower yield than a fixed-income security without the convertibility feature. The price of the convertible security normally will vary to some degree with changes in the price of the underlying stock, although the higher yield tends to make the convertible security less volatile than the underlying common stock. The price of the convertible security also will vary to some degree inversely with interest rates.
Equipment Trust Certificates
The Bond Funds and the fixed income portion of the Composite Fund may invest in equipment trust certificates. The proceeds of those certificates are used to purchase equipment, such as railroad cars, airplanes or other equipment, which in turn serve as collateral for the related issue of certificates.
The equipment subject to a trust generally is leased by a railroad, airline or other business, and rental payments provide the projected cash flow for the repayment of the equipment trust certificates. Holders of equipment trust certificates must look to the collateral securing the certificates, and any guarantee provided by the lessee or any parent corporation for the payment of lease amounts, in the case of default in the payment of principal and interest on the certificates.
The Investment Company currently has a non-fundamental investment policy that no Fund will invest more than 5% of its total assets in equipment trust certificates.
Asset-Backed Securities
The Bond Funds and the fixed income portion of the Composite Fund may invest in securities backed by consumer or credit card loans or other receivables or may purchase interests in pools of such assets.
Changes in interest rates may significantly affect the value of these securities, and prepayment rates will impact the yield and price of the securities. A decline in interest rates may result in increases in prepayment, and a Fund will have to invest prepayment proceeds at the prevailing lower interest rates. Asset-backed securities generally are not expected to prepay to the same extent as mortgage-backed securities in such circumstances. An increase in interest rates may result in prepayment at a rate slower than was assumed when the security was purchased. The creditworthiness of an issuer of asset-backed securities also may impact the value of the securities.
The Investment Company currently has a non-fundamental investment policy that no Fund will:
•
invest more than 10% of its total assets in asset-backed securities,
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•
invest in interest-only strips or principal-only strips of asset-backed securities, or
•
purchase the most speculative series or class of asset-backed securities issues.
Mortgage-Backed Securities
The Bond Funds and the fixed income portion of the Composite Fund may invest in mortgage-backed securities. You should refer to the discussion of Mortgage-Backed Securities in the Prospectus under “Description of Principal Risks”.
The Investment Company currently has a non-fundamental investment policy that no Fund will:
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if the Fund invests primarily in fixed income securities, invest more than 10% of its total assets in mortgage-backed securities that are not also considered to be U.S. Government or U.S. Government agency securities,
•
if the Fund invests primarily in equity securities, invest in mortgage-backed securities unless they are also considered to be U.S. Government Securities,
•
invest in interest-only strips or principal-only strips of mortgage-backed securities, or
•
purchase the most speculative series or class of collateralized mortgage obligation issues or other mortgage-backed securities issues.
Warrants
The Bond Funds and the fixed income portion of the Composite Fund may acquire warrants. A warrant is an option to purchase common stock of an issuer and is issued in conjunction with another security, such as a debt obligation. A warrant specifies the price at which the holder may purchase shares of common stock and usually expires after a period of time. A warrantholder generally may pay cash for the common stock to be purchased or may surrender principal amount of the related debt security the warrantholder owns equal to the purchase price for the stock.
The common stock underlying a warrant may not increase in value after the date the warrant was issued, or may not increase up to the warrant exercise price. In this case, the warrant generally would have little value and could expire unexercised.
The Investment Company currently has a non-fundamental investment policy that no Fund will invest more than 5% of its assets in warrants.
Preferred Stock
The Bond Funds and the fixed income portion of the Composite Fund may purchase preferred stock. A corporation may issue a form of equity security called preferred stock. Compared to common stock, preferred stock has advantages in the receipt of dividends and in the receipt of the corporation’s assets upon liquidation. Preferred stockholders, however, usually do not have voting rights at meetings of the corporation’s shareholders.
An issuer of preferred stock must pay a dividend to holders of preferred stock before it distributes a dividend to holders of common stock. When a corporation issues preferred stock, it sets a dividend rate, or a formula to determine the rate. If a corporation does not have sufficient earnings to pay the specified dividend to preferred stockholders, the unpaid dividend may accrue (cumulate) and become payable when the corporation’s earnings increase. Bondholders, in contrast, are entitled to receive interest and principal due, regardless of the issuer’s earnings.
Some issues of preferred stock give the holder the right to convert the preferred stock into shares of common stock, when certain conditions are met. A holder of preferred stock that is not convertible, or of preferred stock that is convertible but has not met the conditions for conversion, does not share in the earnings of the issuer other than through the receipt of dividends on the preferred stock. The market value of convertible preferred stock generally fluctuates more than the market value of nonconvertible preferred stock, because the value of the underlying common stock will affect the price of the convertible stock.
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Preferred stock has the risk that a corporation may not have earnings from which to pay the dividends as they become due. Even if a corporation is paying dividends, if the dividend rate is fixed (and not variable), changes in interest rates generally will affect the market value of the preferred stock in the same manner as for debt obligations.
The Investment Company currently has a non-fundamental investment policy that no Fund will invest more than 10% of its assets in preferred stock.
 
INSURANCE LAW RESTRICTIONS
Insurance laws and regulations in States where the Insurance Companies operate govern investments by Separate Accounts. If necessary in order for shares of the Investment Company’s Funds to remain eligible investments for the Separate Accounts, a Fund may from time to time limit the amount of its investments in certain types of securities, such as foreign securities and debt or equity securities of certain issuers.
Restrictions on the Use of Futures Contracts and Options
Each non-money market fund may enter into futures contracts, options, options on futures contracts, or swap agreements as permitted by its investment policies and the Commodity Futures Trading Commission (CFTC) rules. The Advisor to each Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, the Advisor is not subject to registration or regulation as commodity pool operator under that Act with respect to its provision of services to each Fund.
The CFTC recently adopted certain rule amendments that, once effective, may impose additional limits on the ability of the Funds to invest in futures contracts, options on futures, swaps, and certain other commodity interests if its investment advisor does not register with the CFTC as a “commodity pool operator” with respect to such Fund. It is expected that the Funds will be able to execute their investment strategies within the limits adopted by the CFTC’s rules. As a result, the Advisor does not intend to register with the CFTC as a commodity pool operator on behalf of any of the Funds. In the event that one of the Funds engages in transactions that necessitate future registration with the CFTC, the Advisor will register as a commodity pool operator and comply with applicable regulations with respect to that Fund.
To the extent required by law, each Fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to cover its obligations under the futures contracts and options.
 
FUNDAMENTAL INVESTMENT RESTRICTIONS
The following investment restrictions are fundamental policies. The Funds may not change these policies unless a majority of the outstanding voting shares of each affected Fund approves the change. A majority of the outstanding voting shares means the lesser of: (1) 67% or more of the outstanding shares of the Fund present at the meeting, if the holders of more than 50% of the outstanding shares of the Fund are present or represented at such meeting; or (2) more than 50% of the outstanding shares of the Fund. No Fund will:
1.
underwrite the securities issued by other companies, except to the extent that the Fund’s purchase and sale of portfolio securities may be deemed to be an underwriting;
2.
purchase physical commodities or contracts involving physical commodities;
3.
based on its investments in individual issuers, be non-diversified as defined under the 1940 Act, which currently restricts a Fund, with respect to 75% of the value of its total assets, from investing more than 5% of its total assets in the securities of any one issuer, other than (i) securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“U.S. Government Securities”), and (ii) securities of other registered investment companies; in addition the Money Market Fund will not invest in any securities that would cause it to fail to comply with applicable diversification requirements for money market funds under the 1940 Act and rules thereunder, as amended from time to time;
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4.
based on its investment in an issuer’s voting securities, be non-diversified as defined under the 1940 Act, which currently restricts a Fund, with respect to 75% of the value of its total assets, from purchasing more than 10% of the outstanding voting securities of any one issuer other than (i) U.S. Government Securities, and (ii) securities of other registered investment companies, and imposes additional restrictions on the Money Market Fund;
5.
issue senior securities, except as permitted under the 1940 Act and the rules thereunder as amended from time to time;
6.
invest more than 25% of its assets in the securities of issuers in one industry, other than U.S. Government Securities, except that the Money Market Fund may invest more than 25% of its total assets in the financial services industry. For Funds that invest in other Funds and/or exchange traded funds, the Fund will look through to the underlying Funds and/or exchange traded funds to ensure compliance with this policy;
7.
purchase real estate or mortgages directly, but a Fund may invest in mortgage-backed securities and may purchase the securities of companies whose businesses deal in real estate or mortgages, including real estate investment trusts;
8.
borrow money, except to the extent permitted by the 1940 Act and rules thereunder, as amended from time to time, which currently limit a Fund’s borrowing to 33 1∕3% of total assets (including the amount borrowed) minus liabilities (other than borrowings) and require the reduction of any excess borrowing within three business days; or
9.
lend assets to other persons (with a Fund’s entry into repurchase agreements or the purchase of debt securities not being considered the making of a loan), except to the extent permitted by the 1940 Act and rules thereunder, as amended from time to time, which currently limit a Fund’s lending to 33 1∕3% of its total assets, or pursuant to any exemptive relief granted by the SEC.
Current 1940 Act provisions applicable to fundamental investment restriction #3 above: The 1940 Act and rules thereunder currently restrict a Fund, with respect to 75% of the value of its total assets, from investing more than 5% of its total assets in the securities of any one issuer, other than (i) securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“U.S. Government Securities”), and (ii) securities of other registered investment companies;
With respect to fundamental investment restriction #3 above: The Equity Index Fund and Catholic Values Index Fund will be diversified in approximately the same proportion as the index each Fund tracks is diversified. Shareholder approval will not be sought if the Fund crosses from diversified to non-diversified status due solely to a change in the relative market capitalization or index weighting of one or more constituents of the Fund’s respective benchmark index.
Current 1940 Act provisions applicable to fundamental investment restriction #4 above: The 1940 Act and rules thereunder currently restrict a Fund, with respect to 75% of the value of its total assets, from purchasing more than 10% of the outstanding voting securities of any one issuer other than (i) U.S. Government Securities, and (ii) securities of other registered investment companies, and imposes additional restrictions on the Money Market Fund.
With respect to fundamental investment restriction #6 above: The Money Market Fund does not invest more than 25% of its total assets in the financial services industry. At the time of the next shareholder vote, the Fund will seek approval of the shareholders to remove from fundamental investment restriction #6 the language stating “except that the Money Market Fund may invest more than 25% of its total assets in the financial services industry.”
With respect to fundamental investment restriction #6 above: The Equity Index Fund, Small Cap Equity Index Fund, Mid-Cap Equity Index Fund and Catholic Values Index Fund will be concentrated to the same degree as the index each Fund tracks.
With respect to fundamental investment restriction #6 above: The International Fund will look through to the investments of the underlying funds to determine the Fund’s concentration.
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Current 1940 Act provisions applicable to fundamental investment restriction #8 above: The 1940 Act and rules thereunder currently limit a Fund’s borrowing to 33 1∕3% of total assets (including the amount borrowed) minus liabilities (other than borrowings) and require the reduction of any excess borrowing within three days (excluding Sundays and holidays).
Current 1940 Act provisions applicable to fundamental investment restriction #9 above: The 1940 Act and rules thereunder currently limit a Fund’s lending to 33 1∕3% of its total assets, with a Fund’s entry into repurchase agreements or the purchase of debt securities not being considered the making of a loan for this purpose.
 
NON-FUNDAMENTAL INVESTMENT POLICIES
The following investment restrictions are not fundamental policies. They may be changed without shareholder approval by a vote of the Board of Directors of the Investment Company, subject to any limits imposed by the 1940 Act or applicable regulatory authorities and subject to each Fund’s investment objectives and permitted investments. No Fund will:
1.
purchase or sell options or futures contracts or options on futures contracts unless the options or contracts relate to U.S. issuers or U.S. stock indexes and are not for speculation, and in addition (i) a Fund may write only covered call options and may buy put options only if it holds the related securities, (ii) a Fund may invest in futures contracts to hedge not more than 20% of its total assets, and (iii) premiums paid on outstanding options contracts may not exceed 5% of the Fund’s total assets;
2.
with the sole exception of the International Fund, invest in foreign exchange nor invest more than 25% of its total assets in securities of foreign issuers and American Depository Receipts (ADRs);
3.
invest for the purpose of exercising control over management of an issuer (either separately or together with any other Funds);
4.
make short sales, except when the Fund owns or has the right to obtain securities of equivalent kind and amount that will be held for as long as the Fund is in a short position;
5.
if its investment policy is to invest primarily in equity securities, purchase mortgage-backed securities unless they are also U.S. Government Securities, or if its investment policy is to invest primarily in fixed income securities, invest more than 10% of its total assets in mortgage-backed securities that are not also U.S. Government Securities;
6.
invest in the securities of any registered investment company except as permitted under the Investment Company Act of 1940 and the rules thereunder, as amended from time to time, or by any exemptive relief granted by the SEC, except that the Funds other than the Allocation Funds and the Retirement Funds may not acquire any securities of registered open-end investment companies in reliance on the provisions of Section 12(d)(1)(F) or (G) of the 1940 Act;
7.
purchase securities on margin, except that credits for the clearance of portfolio transactions and the making of margin payments for futures contracts and options on futures contracts shall not constitute the purchasing of securities on margin;
8.
borrow money except for temporary or emergency purposes (not for investment or leveraging) or under any reverse repurchase agreement, provided that a Fund’s aggregate borrowings may not exceed 10% of the value of the Fund’s total assets and it may not purchase additional securities if its borrowings exceed that limit;
9.
lend more than 10% of its assets;
10.
invest more than 10% of its total assets (5%, in the case of the Money Market Fund) in securities that are considered to be illiquid because they cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment or are otherwise not readily marketable, including repurchase agreements and time deposits that do not mature within seven days but excluding Rule 144A securities and other restricted securities that are determined to be liquid pursuant to procedures adopted by the Board of Directors;
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11.
invest more than 5% of its total assets in equipment trust certificates;
12.
invest more than 10% of its total assets in asset-backed securities or purchase the most speculative series or class of asset-backed securities issues;
13.
purchase the most speculative series or class of collateralized mortgage obligation issues or other mortgage-backed securities issues;
14.
invest in interest-only strips or principal only strips of asset-backed securities, mortgage-backed securities or other debt securities;
15.
invest more than 5% of its assets in warrants; or
16.
invest more than 10% of its assets in preferred stock.
A Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions, which may cause the Fund to not achieve its investment objective. Should a Fund takes a temporary defensive position, it may change its allocation among the asset classes in which the Fund invests, including by increasing the percentage of cash held by the Fund.
The International Fund’s portfolio turnover rate in 2021 was higher than that reported in the last fiscal year because the Adviser transitioned the International Fund from investing in ETFs to investing directly in the stocks of companies represented in the MSCI EAFE Index, except to the extent that it is permissible to invest in ETFs within the general limitations in the 1940 Act.
 
DISCLOSURE OF PORTFOLIO SECURITIES INFORMATION
The policies and procedures of the Investment Company with respect to disclosure of portfolio securities information are set forth in its compliance manual, which has been approved and adopted by the Board of Directors. The Board has also approved the Principal Underwriter’s, Adviser’s and other service providers’ written compliance policies and procedures, which contain their policies and procedures with respect to disclosure of portfolio securities information. The Investment Company posts its top 10 holdings on its website each month at mutualofamerica.com/IC/TopTenHoldings. Typically the information is five to ten calendar days old when posted. The Investment Company discloses to shareholders and others only information that is made available to the public, on a quarterly basis. With the sole exception of certain disclosures to certain parties (“Recipients”) that are for legitimate business purposes and beneficial to the Investment Company, such as providing information reasonably requested by regulatory authorities, by consultants and rating services, no information on portfolio securities will be disclosed to any party until it has first been made available to the public on the Investment Company’s website. Requests by Recipients will be reviewed on a case-by-case basis, and aside from the agreements described below, there are no ongoing arrangements for disclosing information to Recipients. Any disclosures to Recipients may be made only with advance approval of the Chief Executive Officer (“CEO”), Chief Compliance Officer (“CCO”) and counsel, must contain limitations on use, and, if the requested disclosure should include information not already available to the public as stated above, it must be covered by a confidentiality and nondisclosure agreement which includes an agreement not to use the information to make trading decisions on behalf of the Recipient or others.
With respect to the Money Market Fund, the Money Market Fund makes certain portfolio holdings information pursuant to Rule 2a-7 of the Investment Company Act of 1940 available monthly on Mutual of America Life Insurance Company’s public website by posting the required information as of the last business day of the previous month, no later than the 5th business day of the month. This information will be maintained on the website for 6 months after posting, and a link is provided to the Fund information on the SEC website. Additionally the Fund provides the SEC with more detailed portfolio holdings information pursuant to Rule 2a-7 via a monthly electronic filing on Form N-MFP. Such information will be submitted electronically to the SEC as of the last business day of the prior month within 5 business days after the end of each month, in an eXtensible Markup Language (“XML”) tagged data format. A link to the Form N-MFP filings is provided on Mutual of America Life Insurance Company’s public website. As of April 14, 2016, pursuant to Rule 2a-7 of the
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Investment Company Act of 1940, the Money Market Fund made certain portfolio holdings information available daily on Mutual of America Life Insurance Company’s public website by posting the required information each business day as of the end of the preceding business day. The website includes information for each day of the preceding six months, and a link is provided to the Fund information on the SEC website.
Recipients at the present time include third-parties that calculate information derived from holdings for use by the Adviser, a third-party that assists with the administration of the codes of ethics, third parties that supply analyses of holdings, and may include reputable ratings and ranking organizations. Entities receiving this information must agree to: reasonably ensure that the holdings information will be kept confidential, prevent employee use of the information for their personal benefit, and restrict the nature and type of information that they may disclose to third-parties. Primary reliance is placed on the reputation and experience of the third party in properly handling confidential information and non-disclosure agreements when determining that disclosure is not likely to be harmful to a fund.
At this time, the entities receiving information described in the prior paragraph under agreements containing confidentiality obligations are: ICE Data Services (provides fixed income security pricing and fair value equity security pricing for the purposes of NAV calculation, full or partial fund holdings daily, with no lag time); Factset Research Systems Inc. (equity and fixed income quantitative analytical application that provides attribution analysis for the portfolios, full or partial fund holdings daily, no lag time); Bloomberg Finance, L.P., (provides a trading platform for fixed income and equity securities, provides a comprehensive listing of portfolio security holdings and provides fixed income portfolio analytics, full or partial fund holdings daily, no lag time); Morningstar (provides statistics and rankings, full or partial fund holdings daily, with no lag time); Reuters (provides equity security pricing for the purposes of NAV calculation and provides fixed income portfolio analytics, full or partial fund holdings daily, no lag time); Brown Brothers Harriman & Co. (performs fund accounting and calculates daily NAV, no lag time); Clearwater, LLP (provides analytics and calculates daily shadow NAV, no lag time); Bondedge (provides fixed income quantitative analytical application, full or partial holdings daily, no lag time); GT Analytics (provides best execution analysis, on a quarterly basis transactions are sent to GT, several days after the end of each quarter); Institutional Shareholder Services (provides proxy voting services and class action filing services for portfolio holdings, daily feed of custodial holdings, no lag time); and Compliance Science (used to monitor persons subject to the codes of ethics for their compliance with the codes of ethics including black-out periods, is provided equity and fixed income transaction data daily, with no lag time). Mutual of America Capital Management LLC as Adviser manages the portfolio and is therefore aware of all portfolio holdings information whether public or non-public on a daily basis.
Since there has been no disclosure to other Recipients of information which is not otherwise publicly available, there are no other confidentiality agreements in effect as of May 1, 2022 for Recipients. Because of this strict policy on disclosure, the potential for conflict of interest is very low, and the prior approval of the CEO and CCO for disclosure to Recipients, in part, seeks to determine and eliminate such conflicts as may arise and to assure that disclosure of information to Recipients is in the best interests of the Fund’s shareholders. Aside from the above listed agreements, there are no special or routine arrangements to permit disclosure of portfolio securities information that is not already available to the public. Further, it is the Investment Company’s policy that neither the Investment Company, nor the Adviser, nor any other party receives any compensation for any disclosure of portfolio securities information by the Investment Company.
 
MANAGEMENT OF THE INVESTMENT COMPANY
Directors and Officers
The tables below show information about the Directors and officers of the Investment Company. The Directors of the Investment Company consist of eight individuals, seven of whom are not “interested persons” of the Investment Company as defined in the 1940 Act (“Independent Directors”). There is currently one vacancy among the Independent Directors due to the retirement of Patrick J. Waide, Jr. on April 20, 2020. The Directors
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are responsible for the overall supervision of the Investment Company’s operations and perform the various duties imposed on the directors of investment companies by the 1940 Act and the laws of Maryland. The Directors elect officers of the Investment Company. The address of each Director and officer is c/o Mutual of America Investment Corporation, 320 Park Avenue, New York, New York 10022-6839.
The Investment Company does not hold annual meetings of shareholders, and each Director, except for Mr. Roth and Mr. Grayson who were appointed by the Board of Directors, has been elected by shareholders to serve until a successor is duly elected at a meeting of shareholders called for the purpose of electing directors. Each officer of the Investment Company has been elected by the Board of Directors to serve until a successor is duly elected. The Independent Directors do not serve as directors of any other investment companies advised by or affiliated with the Adviser or the Insurance Company with the exception of serving on the Board of Directors of Mutual of America Variable Insurance Portfolios, Inc. (“Variable Insurance Portfolios” or “MOAVIP”), an affiliated registered management investment company, which also receives investment advice from the Adviser. The Interested Directors and officers of the Investment Company do not receive compensation from the Investment Company for their service. James J. Roth serves as director of another investment company advised by or affiliated with the Adviser, Variable Insurance Portfolios.
Currently, the Chairman of the Board is an interested person of the Fund and is also the Chief Executive Officer. The Board has an Audit Committee consisting entirely of the independent directors. The Audit Committee serves as the Nominating Committee as and when required. The Board has determined that the Board’s current structure, with an interested person as Chairman of the Board is satisfactory given the characteristics of the Corporation and its business and the Board considered the potential for conflicts of interest, in its determination with regard to the interested Chairman of the Board. The Board has determined that the Chairman of the Audit Committee has historically functioned as the Lead Director of the disinterested members of the Board of Directors. The Board has determined that the Disinterested Director serving at any given time as Chair of the Audit Committee shall also be the Lead Director who shall preside at separate meetings of the Disinterested Directors, communicate concerns and issues raised by the Disinterested Directors to management and others as appropriate, preside at the annual Board Self-Assessment and whenever appropriate, shall be the spokesperson for the Disinterested Directors. The Fund’s bylaws have been amended to reflect this determination. Currently the acting Audit Committee Chairman and Lead Director is John W. Sibal. Mr. Waide served as Audit Committee Chairman and Lead Director prior to his retirement.
Board oversight of risk is carried out through Board reports and Audit Committee reports. The Board receives directly detailed reports at each quarterly meeting on the financial situation of the Corporation, the performance of the Corporation’s funds, portfolio management matters, a Chief Compliance Officer Report covering the Corporation’s Codes of Ethics, Compliance Policy and other matters, a Frequent Trading report, reports confirming compliance with Rule 2a-7, procedures, valuation procedures, and the trading policy of the Corporation, and regulatory updates. In addition, on a periodic basis the Board directly receives reports on the annual Compliance Report, proxy voting of the Funds’ securities, the Investment Advisory and Distribution Agreements, the Corporation’s Fidelity Bond and annual updates to the Corporation’s registration statement. The independent directors making up the Audit Committee receive quarterly reports from the inside and independent auditors, review annual Audit Reports, review the Corporation’s insurance coverages and examine the quarterly and annual financial statements in detail.
The Board is made up of persons possessing a variety of skills and experience that, at this time, support the conclusion that they should serve on the Board. A brief description of such skills and experience for each Director follows:
•
James J. Roth. Mr. Roth is the Senior Executive Vice President and General Counsel of Mutual of America Life Insurance Company, a position he has held since March 2013. Prior to that date, Mr. Roth was the Executive Vice President and General Counsel since April 2009, and prior to that, the Executive Vice President and Deputy General Counsel, and prior to that, the Executive Vice President and Chief Compliance Officer of Mutual of America Life Insurance Company. Mr. Roth is also Chairman, President and CEO of Mutual of America Investment Corporation, and Mutual of America Variable Insurance Portfolios, Inc., and was elected to the Mutual of America Life Insurance Company Board of Directors as of March 3, 2016. Prior to joining Mutual of America in January 2006, Mr. Roth was a Regional Compliance Officer for AmeriChoice, a health insurer. Mr. Roth previously served as a Special Agent of
20
the Federal Bureau of Investigation for 25 years, serving as Chief Counsel of the Bureau’s New York Office for almost 13 years prior to his retirement. He received a B.A. (1971) and an M.A. (1975) in economics from Fordham University and a J.D. from Fordham University School of Law in 1983. Mr. Roth also currently serves on the Board of the Mutual of America Foundation, serves on the Lawyers Committee for the Inner-City Scholarship Fund, and was an Adjunct Professor of Law at Fordham University School of Law from 2001-2016. Mr. Roth brings many years of legal and industry experience and knowledge to the Board.
•
Carolyn N. Dolan. Ms. Dolan is an Executive Vice President, Head of Direct Client Investments at Fiera Capital Inc. in New York City. Prior thereto she was Managing Principal and Portfolio Manager of Samson Capital Advisors, L.L.C. in New York City, where she served as a member of the Advisory Committee, Investment Committee and Management Committee. She was a co-founder of OFFITBANK, which was merged with Wachovia in 2002, and she remained after the merger as Managing Director of Wachovia’s Offit Investment Group. Prior to that, she was employed by Julius Baer Securities, Oppenheimer Capital Corporation and Equitable Life Insurance, in capacities ranging from portfolio manager to analyst. She is a Chartered Financial Analyst (CFA), and received her undergraduate degree from Marymount College, followed by a Master’s degree from the Columbia School of Social Work and a Master’s degree from Columbia University Business School. She is a trustee of Fordham University where she serves as on the Audit and Finance/Investment Committees. In June 2014, Ms. Dolan was elected as a trustee of the Board of Trustees of Market Street Trust Company, where she serves on the Audit and Compensation Committees. She is a member of the Economic Club of New York. She has been a member of the Board of the Investment Company since April 2011, and a Board Member of Variable Insurance Portfolios since November 2019. She brings deep investment advisory and portfolio structuring experience to the Board.
•
Stanley E. Grayson. Mr. Grayson, currently retired, most recently served as the Vice Chairman and Chief Operating Officer at M.R. Beal & Company, until the firm was acquired by Blaylock Robert Van LLC. Prior thereto, he served as the Managing Director and Manager of the Public Finance Department at Prudential Securities, Inc. That position was preceded by his service as a Vice President at Goldman, Sachs & Co. in the Municipal Bond Department, Fixed Income Division. Prior to his career in investment banking, he held several senior positions within the government of the City of New York under the administration of Former Mayor Edward J. Koch, including Deputy Mayor for Finance and Economic Development. Prior thereto, he served as an attorney in the Law Department of Metropolitan Life Insurance Company in New York City. He is a director of TD Bank, N.A., and serves on its Audit Committee and HR/Compensation Committee. He is also a director of the YMCA of Greater New York and serves as the Chair of the Public Policy Committee and is a Member of the Finance Committee. He serves on the Board of Trustees for the College of the Holy Cross. Mr. Grayson received his Bachelor of Arts in Economics from the College of the Holy Cross, followed by earning a Juris Doctorate from University of Michigan Law School, and is a retired member of the New York State Bar Association. He has been a member of the Board of Investment Corporation since November 2017, and a member of the Board of Variable Insurance Portfolios since November 2019. He brings investment banking and public finance experience, and legal expertise to the Board.
•
LaSalle D. Leffall, III. Mr. Leffall currently is the President and Founder of LDL Financial, LLC, a corporate advisory and investment firm with an emphasis on real estate and financial services. Prior thereto, he served as Acting Chief Executive Officer of The NHP Foundation, which owned thousands of affordable housing units in 14 states, and had also served as President, Chief Operating Officer and Chief Financial Officer of that firm. This experience was preceded by six years as a mergers and acquisitions investment banker, first at Credit Suisse First Boston, and then at UBS, where he handled complex commercial and financial transactions, including debt, equity and merger and acquisition matters. Prior to his career in investment banking, Mr. Leffall spent four years at the law firm of Cravath, Swaine & Moore. Mr. Leffall is a member of the Economic Club of Washington, D.C. He is an Advisory Board member for Cabot Properties, an industrial real estate company with assets in the U.S., U.K., continental Europe, and Australia. He was a director of the Federal Home Loan Bank of Atlanta, where he previously served as chair of the Finance Committee and a member of the Audit and Enterprise Risk and Operations Committees. Mr. Leffall received his Bachelor of Arts in History Magna Cum Laude from
21
Harvard University, followed by simultaneously earning a Juris Doctorate from Harvard Law School Cum Laude and a Master’s in Business Administration with second year honors from Harvard Business School. Mr. Leffall is admitted to the bars of New York and Washington, D.C. He was elected to the Investment Company Board in April 2011, and has been a Board Member of Variable Insurance Portfolios since November 2019. He brings a wealth of financial and legal expertise to the Board from his over 20 years of intensive work in the finance and business sector, including experience in mergers and acquisitions.
•
John W. Sibal. Mr. Sibal currently serves as a Director, President and Chief Executive Officer of Eustis Commercial Mortgage Corporation, a commercial mortgage company in New Orleans, Louisiana. Prior thereto, he served as a Vice President and Treasurer at a New Orleans based savings bank. That experience was preceded by working his way up from Economic Analyst to Assistant Treasurer for a multinational energy company, concentrating in economic analysis, finance and corporate planning. Mr. Sibal serves as a Senior Warden and Vestry member of Christ Church Cathedral in New Orleans. Mr. Sibal received a Bachelor of Arts in Economics from Harvard University. He was elected to the Investment Company board in April 2011, and has been a Board Member of Variable Insurance Portfolios since November 2019. He brings to the Board over 40 years of financial and business experience, with a focus on economic analysis, including over 25 years in the commercial mortgage field.
•
Margaret M. Smyth. Ms. Smyth is currently a Senior Adviser at Global Infrastructure, an ESG-themed infrastructure investment company, and a member of Deloitte's Finance Advisory Council. She was formerly US Chief Financial Officer at National Grid. Previously, she was Vice President of Finance at Con Edison and prior thereto, she was the Chief Financial Officer and Vice President, Finance of Hamilton Sundstrand, in Windsor Locks, Connecticut, a United Technologies company. Prior to that, she was Vice President and Controller of United Technologies Corporation, Vice President and Chief Accounting Officer of 3M Company and Managing Partner at Deloitte Touche. Prior to joining Deloitte Touche, she was Partner in Charge of the North America Media Practice for Arthur Andersen. Ms. Smyth is a Certified Public Accountant (C.P.A.) with a Bachelor’s degree in economics from Fordham University and a Master’s degree in Accounting from New York University. She serves as a member of the Board of Trustees and the Audit Committee of Concern Worldwide and is a member of the Executive Committee of Fordham University President’s Council and a Director at Lilium, Remitly, Frontier Communications, Etsy, and CenTrio. Ms. Smyth has been a member of the Board of the Investment Company since 2007, and has been member of the Board of Variable Insurance Portfolios since November 2019. Ms. Smyth currently serves as the Financial Expert for the Audit Committees for Investment Corporation and Variable Insurance Portfolios. Ms. Smyth brings to the Board intensive accounting and financial experience gained through public accounting practice and serving at the highest levels of large public companies.
•
William E. Whiston. Mr. Whiston is currently the Chief Financial Officer for the Archdiocese of New York, where he is responsible for the oversight of the Financial Office and financial operations of various organizations that are directly responsible to the Archdiocese. Prior to joining the Archdiocese, Mr. Whiston was Executive Vice President and member of the United States Management Board at Allied Irish Bank. In his 29 years at Allied Irish Bank, he handled many key functions, including head of acquisitions and brand development, head of e-commerce and information technology head of church and non-profit financial consulting services and head of operations. Mr. Whiston holds an undergraduate degree from Pace University and a Master’s in Business Administration from New York University. He is currently a trustee and Treasurer of the Trustees of St. Patrick’s Cathedral in New York City and a Trustee of St. Joseph’s Seminary. Mr. Whiston is a director of Sterling National Bank. He has also been honored by the Catholic Church by being named a Knight of the Holy Sepulchre and a member of the Pontifical Equestrian Order of St. Gregory the Great. Mr. Whiston was appointed to fill a vacancy on the Investment Company Board in November 2010, effective February 17, 2011, and has been a Board Member of Variable Insurance Portfolios since November 2019. Mr. Whiston brings to the Board a varied financial background with strong experience in finance issues of non-profits.
22
Independent Directors
 
Name and Age
Position Held
With Fund
Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Portfolios in
Fund Complex
Overseen by
Director
Other Directorships
Held by Director
Carolyn N. Dolan,
age 75
Director
since
April 2011
Executive Vice
President, Head of
Direct Client
Investments, Fiera
Capital Inc.; prior
thereto Founding
Principal and
Portfolio Manager,
Samson Capital
Advisors LLC
53
Director, Market
Street Trust
Company; Trustee,
Fordham
University; Mutual
of America
Variable Insurance
Portfolios, Inc.
Stanley E. Grayson,
age 71
Director
since
November
2017
Vice Chairman and
Chief Operating
Officer, M.R. Beal &
Company (Retired
2014)
53
Director, TD Bank,
N.A.; Director,
YMCA of Greater
New York; Trustee,
College of the
Holy Cross;
Director, Mother
Cabrini Health
Foundation;
Mutual of America
Variable Insurance
Portfolios, Inc.
LaSalle D. Leffall, III,
age 59
Director
since
April 2011
President and
Founder of LDL
Financial, LLC
53
Advisory Board
member, Cabot
Properties; Mutual
of America
Variable Insurance
Portfolios, Inc.
John W. Sibal,
age 69
Director
since
April 2011
President & Chief
Executive Officer,
Eustis Commercial
Mortgage
Corporation
53
Director, Eustis
Commercial
Mortgage
Corporation;
Director, New
Orleans
Recreation
Development
Foundation;
Mutual of America
Variable Insurance
Portfolios, Inc.
23
Name and Age
Position Held
With Fund
Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Portfolios in
Fund Complex
Overseen by
Director
Other Directorships
Held by Director
Margaret M. Smyth,
age 58
Director
since
February
2007
U.S. Chief Financial
Officer, National
Grid until 2021;
prior thereto Vice
President of
Finance, Con
Edison; prior thereto
Vice President,
Chief Financial
Officer, Hamilton
Sundstrand, a
United
Technologies
Company
53
Director, Lilium
N.V.; Director,
Remitly, Inc.;
Director, Frontier
Communications;
Director, Etsy, Inc.;
Director, CenTrio;
Board of Trustees,
Concern
Worldwide, USA;
Executive
Committee,
Fordham
University
President's
Council; Mutual of
America Variable
Insurance
Portfolios, Inc.
William E. Whiston,
age 68
Director
since
February
2011
Chief Financial
Officer, the
Archdiocese of
New York; Adjunct
Professor in
Finance, Fordham
University Graduate
School of Business;
prior thereto
Executive Vice
President and
member, United
States Management
Board at Allied Irish
Bank
53
Director, Sterling
National Bank;
Trustee and
Treasurer,
Trustees of St.
Patrick’s Cathedral
in New York City;
Trustee, St.
Joseph’s
Seminary; Mutual
of America
Variable Insurance
Portfolios, Inc.
James J. Roth,
age 72
Chairman
President,
and Chief
Executive
Officer
since
August 2015
Senior Executive
Vice President and
General Counsel of
Mutual of America
since March 2013;
Chairman,
President and CEO
of Mutual of
America Investment
Corporation since
August 2015, of
Mutual of America
Variable Insurance
Portfolios, Inc. since
April 2019, and of
Mutual of America
Institutional Funds,
Inc. until July 2020
53
Mutual of America
Life Insurance
Company; Mutual
of America
Variable Insurance
Portfolios, Inc.;
Mutual of America
Holding Company
LLC; Mutual of
America
Foundation
Mr. Roth is an “interested person” as an officer of the Adviser and of affiliates of the Adviser.
24
Officers
 
Name, Age and
Address(1)
Position Held
With Fund
Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Portfolios in
Fund Complex
Overseen
Directorships
Held by Officer
(During Past Five
Years)
Chris W. Festog,
age 60
Senior
Executive
Vice
President,
Chief
Financial
Officer
and
Treasurer
since
April 2013
Senior Executive
Vice President and
Chief Financial
Officer, Mutual of
America since
March 2017; prior
thereto Executive
Vice President and
Chief Financial
Officer, Mutual of
America since
March 2015; prior
thereto Executive
Vice President and
Deputy Treasurer,
Mutual of America
53
Mutual of America
Holding Company
LLC; Mutual of
America Securities
LLC
Vincent R. FitzPatrick
III, age 49
Vice
President,
Associate
General
Counsel
and
Corporate
Secretary
since
April 2021
Vice President,
Associate General
Counsel and
Corporate
Secretary Mutual of
America Investment
Corporation and
Mutual of America
Variable Insurance
Portfolios since
2021; prior thereto
Vice President,
Associate General
Counsel and
Assistant Corporate
Secretary, Mutual of
America since
2019; prior thereto
Vice President,
Associate General
Counsel, Mutual of
America
53
None
25
Name, Age and
Address(1)
Position Held
With Fund
Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Portfolios in
Fund Complex
Overseen
Directorships
Held by Officer
(During Past Five
Years)
Kathryn A. Lu,
age 61
Executive
Vice
President
and Chief
Compliance
Officer
since
July 2008
Executive Vice
President and Chief
Compliance Officer,
Mutual of America;
Executive Vice
President and Chief
Compliance Officer,
Mutual of America
Investment
Corporation, and
Mutual of America
Variable Insurance
Portfolios, Inc., and
Executive Vice
President and Chief
Compliance Officer,
Mutual of America
Institutional Funds,
Inc. until July 2020
53
None
Christopher M.
Miseo,
age 66
Senior
Vice
President
and Chief
Accounting
Officer
since
March 2013
Senior Vice
President and
Director of
Accounting &
Financial Reporting,
Mutual of America
53
None
26
Name, Age and
Address(1)
Position Held
With Fund
Length of
Time Served
Principal Occupation(s)
During Past Five Years
Number of
Portfolios in
Fund Complex
Overseen
Directorships
Held by Officer
(During Past Five
Years)
Michelle A. Rozich,
age 48
Executive
Vice
President,
Enterprise
Risk
Management
and Internal
Auditor
since
March 2018
Executive Vice
President,
Enterprise Risk
Management and
Internal Auditor as
of November 2020;
prior thereto Senior
Vice President and
Internal Auditor,
Mutual of America
as of March 2018;
Senior Vice
President and
Internal Auditor,
Mutual of America
Investment
Corporation, and
Mutual of America
Variable Insurance
Portfolios, Inc., and
Senior Vice
President and
Internal Auditor,
Mutual of America
Institutional Funds,
Inc. until July 2020;
formerly Audit
Senior Manager,
KPMG LLP
53
None
(1)The address of each director and officer is c/o Mutual of America Investment Corporation, 320 Park Avenue, New York, New York 10022-6839.
Officers and Directors who are participants under group or individual variable accumulation annuity or life insurance contracts issued by the Insurance Company or Wilton Re, may allocate portions of their account balances to one or more of the Investment Company’s Funds. The following table shows the amounts allocated to each Fund under contracts owned by each director of the Investment Company as of December 31, 2021. 
Fund
Dollar Range of Equity Securities in the Funds
James J.
Roth
Carolyn N.
Dolan
Stanley E.
Grayson
LaSalle D.
Leffall
John W.
Sibal
Margaret M.
Smyth
William E.
Whiston
Equity Index
[Over
$100,000]
None
None
None
None
None
None
All America
None
None
None
None
None
None
None
Small Cap Value
None
None
None
None
None
None
None
Small Cap Growth
None
None
None
None
None
None
None
Mid Cap Value
None
None
None
None
None
None
None
Mid-Cap Equity Index
[Over
$100,000]
None
None
None
None
None
None
Composite
None
None
None
None
None
None
None
International
None
None
None
None
None
None
None
Money Market
None
None
None
None
None
None
None
Catholic Values Index
None
None
None
None
None
None
None
27
Fund
Dollar Range of Equity Securities in the Funds
James J.
Roth
Carolyn N.
Dolan
Stanley E.
Grayson
LaSalle D.
Leffall
John W.
Sibal
Margaret M.
Smyth
William E.
Whiston
Mid-Term Bond
None
None
None
None
None
None
None
Bond
None
None
None
None
None
None
None
Retirement Income
None
None
None
None
None
None
None
2015 Retirement
None
None
None
None
None
None
None
2020 Retirement
None
None
None
None
None
None
None
2025 Retirement
None
None
None
None
None
None
None
2030 Retirement
None
None
None
None
None
None
None
2035 Retirement
None
None
None
None
None
None
None
2040 Retirement
None
None
None
None
None
None
None
2045 Retirement
None
None
None
None
None
None
None
2050 Retirement
None
None
None
None
None
None
None
2055 Retirement
None
None
None
None
None
None
None
2060 Retirement
None
None
None
None
None
None
None
2065 Retirement
None
None
None
None
None
None
None
Conservative Allocation
None
None
None
None
None
None
None
Moderate Allocation
None
None
None
None
None
None
None
Aggressive Allocation
None
None
None
None
None
None
None
Aggregate Dollar Range of
Equity Securities in the
Funds:
[Over
$100,000]
None
None
None
None
None
None
The officers and directors of the Investment Company own none of its outstanding shares directly, but as shares of separate accounts of the Insurance Company and the American Separate Accounts.
The Investment Company has an Audit Committee consisting of all the independent directors, which meets four times per year prior to each and every quarterly Board meeting. The purposes of the Committee are to assist the Board with its oversight of management and the Investment Company’s auditors regarding corporate accounting, financial reporting practices, and the quality and integrity of the Investment Company’s financial reports, including the Investment Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Investment Company’s internal audit function and of its independent auditors, and the preparation of all reports required by SEC rules. The Audit Committee met four times in 2021. Mr. Sibal is the Chairman of the Audit Committee.
The Investment Company has formed a Nominating Committee consisting of all the independent directors, which meets on an as-needed basis. The purposes of the Nominating Committee are to assist the Board, as necessary by identifying individuals qualified to become Board members; to recommend to the Board the director nominees if any are to be voted on at the next annual meeting of shareholders; to assist the Board in the event of any vacancy on the Board by identifying individuals qualified to become Board members, and to recommend to the Board qualified individuals to fill any such vacancy; and to recommend to the Board director nominees for each Board committee. The Nominating Committee will review and consider nominations from shareholders of record that are made in writing to the Secretary of the Investment Corporation at the time that there is a Board vacancy requiring a shareholder vote. The Nominating Committee did not meet in 2021.
The Insurance Company, through its Separate Accounts, owns 99.9% of the shares of the Funds.
Set forth below is a table showing compensation paid to the Independent Directors during 2021. The directors and officers as a group own less than 1% of the shares of the Fund. 
Name of Director
Aggregate
Compensation from
Investment
Company(1)
Pension or
Retirement Benefits
Accrued as Part of
Fund Expenses
Estimated
Benefits
Upon Retirement
Total Compensation from
Investment Company and
Other Investment
Companies in Complex(2)
Carolyn N. Dolan
$98,980
None
None
$101,000
Stanley E. Grayson
$98,980
None
None
$101,000
28
Name of Director
Aggregate
Compensation from
Investment
Company(1)
Pension or
Retirement Benefits
Accrued as Part of
Fund Expenses
Estimated
Benefits
Upon Retirement
Total Compensation from
Investment Company and
Other Investment
Companies in Complex(2)
LaSalle D. Leffall, III
$98,980
None
None
$101,000
John W. Sibal
$100,940
None
None
$103,000
Margaret M. Smyth
$100,940
None
None
$103,000
William E. Whiston
$98,980
None
None
$101,000
(1)Directors who are not “interested persons” of the Investment Company receive from the Investment Company an annual retainer of $80,000, which was increased to $90,000 as of September 2021. The Directors who are not “interested persons” also receive a fee of $2,000 for each Board or Committee meeting they attend. In addition, they receive business travel and accident insurance and life insurance coverage of $75,000. The Audit Committee Chairman and Audit Committee Financial Expert receive an additional $500 for each committee meeting they attend. The total retainer, meeting fees and other expenses are allocated proportionately to the Investment Company, and Mutual of America Variable Insurance Portfolios, as all the Directors serve on the Boards of these Funds.
(2)
Directors who are not interested persons of the Investment Company also serve as directors of Mutual of America Variable Insurance Portfolios, an affiliated registered investment company in the same complex as the Investment Company.
 
INVESTMENT ADVISORY ARRANGEMENTS
Investment Adviser. The Investment Company’s investment adviser is Mutual of America Capital Management LLC (the “Adviser” or “Capital Management”), an indirect wholly-owned subsidiary of the Insurance Company. The Adviser’s address is 320 Park Avenue, New York, New York 10022-6839. The Adviser is a registered investment adviser under the Investment Advisers Act of 1940.
Capital Management has served as Adviser since November 1993, when it assumed investment management obligations for the Investment Company from the Insurance Company. The Adviser provides investment management services to the Investment Company, Mutual of America Variable Insurance Portfolios, Inc., the General Account of the Insurance Company and unaffiliated entities.
The Adviser provides advisory services for the Investment Company’s Funds, in accordance with the Funds’ investment policies, objectives and restrictions as set forth in the Prospectus and this Statement of Additional Information. The Adviser’s activities are subject at all times to the supervision and approval of the Investment Company’s Board of Directors.
Under the Investment Advisory Agreement, the Adviser agrees to provide investment management services to the Investment Company. These services include:
•
performing investment research and evaluating pertinent economic, statistical and financial data;
•
consultation with the Investment Company’s Board of Directors and furnishing to the Investment Company’s Board of Directors recommendations with respect to the overall investment plan;
•
implementation of the overall investment plan, including carrying out decisions to acquire or dispose of investments;
•
management of investments;
•
reporting to the Investment Company’s Board of Directors on a regular basis on the implementation of the investment plan and the management of investments;
•
maintaining all required records;
•
making arrangements for the safekeeping of assets; and
•
providing office space facilities, equipment, material and personnel necessary to fulfill its obligations.
29
The Adviser is responsible for all expenses incurred in performing the investment advisory services, including compensation of officers and payment of office expenses, and for providing investment management services.
The Adviser has entered into an arrangement with the Insurance Company for the provision of investment accounting and recordkeeping, legal and certain other services required by the Adviser to fulfill its responsibilities under the Investment Advisory Agreement.
Advisory Fees. As compensation for its services to each of the Funds of the Investment Company, the Funds pay the Adviser a fee at the following annual rates of net assets, calculated as a daily charge:
Equity Index, Mid-Cap Equity Index, and Small Cap Equity Index Funds — .075%
All America, Composite and Mid-Term Bond Funds — .40%
Bond Fund — .39%
Small Cap Growth Fund — .75%
Small Cap Value Fund — .75%
Mid Cap Value Fund — .55%
Catholic Values Index Fund — .15%
International Fund — .075%
Money Market Fund — .15%
Allocation Funds — .00%
Retirement Funds — .05%
Investment Advisory Fees Paid by Funds to Adviser For Past Three Years 
Fund
2021
2020
2019
Equity Index
$3,292,400
$2,442,682
$2,298,809
All America
$1,413,859
$1,105,923
$1,186,363
Small Cap Value
$4,092,184
$2,988,814
$3,580,011
Small Cap Growth
$5,160,123
$4,143,040
$4,178,763
Small Cap Equity Index
$102,234
$35,368
$19,309
Mid Cap Value
$626,699
$447,573
$502,670
Mid-Cap Equity Index
$1,500,838
$1,114,109
$1,127,749
Composite
$826,220
$719,182
$736,622
International
$829,997
$540,011
$453,298
Catholic Values Index
$5,811
$1,196(1)
N/A
Money Market
$222,276
$204,909
$290,472
Bond
$3,266,362
$6,670,579
$5,689,024
Mid-Term Bond
$7,720,703
$2,910,345
$2,513,361
Retirement Income
$101,593
$76,883
$55,761
2010 Retirement(3)
$0
$7,846
$12,766
2015 Retirement
$70,374
$67,619
$72,113
2020 Retirement
$305,161
$280,783
$284,212
2025 Retirement
$555,358
$456,553
$411,102
2030 Retirement
$554,326
$420,640
$365,605
2035 Retirement
$486,977
$353,585
$304,855
2040 Retirement
$411,678
$292,915
$248,965
2045 Retirement
$425,120
$302,817
$261,584
2050 Retirement
$316,147
$216,237
$176,276
2055 Retirement
$138,092
$81,554
$51,587
2060 Retirement
$49,940
$22,772
$6,973
2065 Retirement
$4,849
$320(2)
N/A
Total Fees
$32,479,321
$25,904,255
$24,828,250
30
(1)
For the period September 30, 2020 (commencement of operations) to December 31, 2020.
(2)
For the period August 3, 2020 (commencement of operations) to December 31, 2020.
(3)
Assets transferred into the Retirement Income Fund on July 31, 2020.
Other Fund Expenses. Each Fund is responsible for paying its advisory fee and other expenses incurred in its operation, including:
•
brokers’ commissions, transfer taxes and other fees relating to the Fund’s portfolio transactions,
•
directors’ fees and expenses,
•
fees and expenses of its independent registered public accountants,
•
all legal and compliance costs incurred by the Fund in its operations, including as a registered investment company under the Investment Company Act of 1940,
•
the cost of the printing and mailing semi-annual reports to shareholders, Proxy Statements, Prospectuses, Prospectus Supplements and Statements of Additional Information,
•
the cost of preparation and filing registration statements and amendments thereto,
•
bank transaction charges and custodian’s fees,
•
any proxy solicitors’ fees and expenses,
•
SEC filing fees,
•
any federal, state or local income or other taxes,
•
any membership or licensing fees of the Investment Company Institute and similar organizations,
•
fidelity bond and directors’ liability insurance premiums,
•
accounting and recordkeeping services, and
•
any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.
Certain of the expenses are for services not included in the Investment Advisory Agreement that are provided to the Funds by the Adviser and are allocated to the Funds by the Adviser or an affiliate of the Adviser.
Portfolio Manager Compensation — Adviser
This description of the structure of, and the method used to determine the compensation of, the portfolio managers applies to all portfolio managers of the Adviser and the person overseeing the index Funds of the Investment Company.
All portfolio managers of the Adviser receive a fixed base annual salary and may qualify for an annual incentive compensation award, or bonus. The bonus is based upon the pre-tax annual performance of the portions or segments (“portfolio”) of Funds managed by the portfolio manager relative to the appropriate nationally recognized benchmarks which have been selected for each portfolio, which can be adjusted by a factor related to the performance of the Insurance Company. The portfolio benchmarks consist of well-recognized indices such as the Standard and Poor’s® 500 Index, and the Russell 2000® Index, which vary by portfolio and are more specifically described by portfolio in the Prospectus and this SAI.
All employees of the Adviser are entitled to health insurance, group life insurance and group disability coverage, a non-contributory defined benefit pension plan, and an employer-matched 401(k) plan. Certain senior management employees are also eligible for a long term performance-based incentive compensation plan. Under the plan, shares are granted each year and generally vest over a three-year period. The value of such shares is based upon increases in the Insurance Company’s General Account statutory surplus and the maintenance of certain financial ratios. No relocation plan applies to the portfolio managers. 
31
Name
Title
Portfolios Managed/Overseen
Incentive Compensation
Benchmark
Joseph R.
Gaffoglio
President
Large Cap (All America Fund)
Large Cap Core (Composite Fund)
Retirement Funds
Allocation Funds
S&P 500®
S&P 500®
S&P 500®
Bloomberg U.S.
Aggregate Bond
Stephen J. Rich
Chief Executive
Officer
Small Cap Value (All America Fund)
Small Cap Value Fund
Mid Cap Value (All America Fund)
Mid Cap Value Fund
Russell 2000® Value
Russell 2000® Value
Russell Midcap® Value
Russell Midcap® Value
Jacqueline
Sabella
Senior Vice
President, Fixed
Income
Bond Fund
Fixed Income (Composite Fund)
Mid-Term Bond Fund
Bloomberg
U.S. Aggregate Bond
Bloomberg
U.S. Aggregate Bond
Bloomberg Intermediate
U.S. Government/Credit
Bond*
Marguerite
Wagner
Executive Vice
President,
Portfolio Manager
Small Cap Growth (All America
Fund)
Small Cap Growth Fund
Mid Cap Core (All America Fund)
Russell 2000® Growth
 
Russell 2000® Growth
Erik Wennerstrum
Second Vice
President,
Portfolio Manager
Equity Index Fund
Small Cap Equity Index Fund
Mid-Cap Equity Index Fund
Equity Index (All America Fund)
Catholic Values Index Fund
S&P 500®
S&P 600®
S&P 400®
S&P 500®
S&P 500® Catholic
Values Index
Jamie A. Zendel
Executive Vice
President,
Quantitative
Research, Equity
Indexes, Trading
and
Administration
Equity Index Fund
Small Cap Equity Index Fund
Mid-Cap Equity Index Fund
Equity Index (All America Fund)
Catholic Values Index Fund
 
International Fund
Retirement Funds
Allocation Funds
S&P 500®
S&P 600®
S&P 400®
S&P 500®
S&P 500® Catholic
Values Index
MSCI EAFE
S&P 500®
Bloomberg U.S.
Aggregate Bond
*The benchmark index for the Mid-Term Bond Fund was changed in May 2011 from the Citigroup Bond Index to the Bloomberg U.S. Intermediate Government/Credit Bond Index. The reason for this change is that the Bloomberg U.S. Intermediate Government/Credit Bond Index is more closely aligned with the Fund’s effective duration and average life of the Fund’s portfolio and is expected to be more consistent with the Fund’s investment objective and strategies than the previous index.
Other Information — Adviser
The Adviser’s portfolio managers do not manage funds or portfolios for entities other than clients of the Adviser. In addition to unaffiliated entities, the Adviser manages funds of the Investment Company, Mutual of America Variable Insurance Portfolios, Inc. (“Variable Insurance Portfolios”), and a few individually managed pension plans holding contracts with the Insurance Company, all of which are identified below. In regard to possible conflicts, if a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these
32
situations, the Funds have adopted procedures for allocating portfolio transactions across multiple Funds and accounts. The following information concerning the portfolio managers and the person overseeing the index Funds is in addition to that provided in the Prospectus under the heading, “Portfolio Managers”. The Allocation Funds are not specified because they are simply groupings of other select Investment Company Funds.
The section under each Portfolio Manager’s name entitled “Ownership of Securities” sets forth the dollar range of equity securities in the Investment Company Funds beneficially owned by the Portfolio Manager. The access persons of the Adviser are subject to restrictions contained in the Code of Ethics adopted by the Adviser in accordance with Rule 204A-1 under the Investment Advisers Act of 1940, which addresses conflicts of interest between access persons and a Fund. Trades are allocated pro rata among clients. The information is presented in tabular format followed by more detailed explanatory text. 
Portfolio Manager
Registered Investment
Companies [Assets
as of 12/31/21]
Other
Pooled
Investment
Vehicles
[Assets as
of 12/31/21]
Other Accounts
[Assets as of
12/31/21]
Ownership of
Securities
Joseph R. Gaffoglio
30 Funds [$8,920.3
million]
0
0
IC Composite Fund
[Over $100,000]
IC Equity Index
[$50,001-100,000]
IC Mid- Cap Equity
Index Fund
[$50,001-100,000]
IC Small Cap Value
Fund
[$10,001-50,000]
Stephen Rich
8 Funds [$799.3 million]
0
2 other accounts:
[$28.5 million]
IC Small Cap Value
Fund
[over $100,000]
IC Mid Cap Value
Fund
[$50,001-$100,000]
Jacqueline Sabella
5 Funds [$3,043.5
million]
0
7 other accounts:
[8,894.9 million]
IC 2045 Retirement
Fund
[$50,001-$100,000]
Marguerite Wagner
6 Funds [$776.3 million]
0
2 other accounts:
[$22.2 million]
IC Mid- Cap Equity
Index Fund [over
$100,000]
IC Small Cap Growth
Fund
[$50,001-100,000]
MOAIC Equity Index
Fund
[$10,001-$50,000]
33
Portfolio Manager
Registered Investment
Companies [Assets
as of 12/31/21]
Other
Pooled
Investment
Vehicles
[Assets as
of 12/31/21]
Other Accounts
[Assets as of
12/31/21]
Ownership of
Securities
Erik Wennerstrum
9 Funds [$7,675.7
million]
0
4 other accounts
[130.7 million]
MOAIC Mid-Cap
Equity Index Fund
[$1,001-$10,000]
MOAIC Small Cap
Equity Index Fund
[$1,001-$10,000]
MOAIC Mid Cap
Value Fund
[$1,001-$10,000]
MOAIC Small Cap
Growth Fund
[$1,001-$10,000]
MOAIC Small Cap
Value Fund
[$1,001-$10,000]
Jamie A. Zendel
11 Funds [$8,892.1
million]
0
4 other accounts
[130.7 million]
IC Equity Index
[$50,001-100,000]
IC Mid- Cap Equity
Index Fund
[over $100,000]
IC Small Cap Growth
Fund
[$10,001-50,000]
IC Small Cap Value
Fund
[$50,001-$100,000]
 
Joseph R. Gaffoglio — President
•Length of Service:
16 years at Adviser, 27 years in the investment management field
•Role:
Focus on quantitative research and risk management, and responsible for
rebalancing and reallocation of the investments of the Investment Corporation
Retirement Funds and Allocation Funds, and the Variable Insurance Portfolios
Retirement Portfolios and Allocation Portfolios, and for managing large cap portfolios
for Investment Corporation and Variable Insurance Portfolios
•Education:
Undergraduate, Fordham University; MBA New York University; CFA; CPA
Stephen J. Rich — Chief Executive Officer
•Length of Service:
18 years at Adviser; 30 years investment experience
•Role:
Portfolio Manager for the Investment Corporation Small Cap Value Fund, Mid Cap
Value Fund and the small cap and mid-cap value segments of the Investment
Corporation All America Fund; and for the Variable Insurance Portfolios Small Cap
Value Portfolio, Mid Cap Value Portfolio and the small and mid-cap value segments of
the Variable Insurance Portfolios All America Portfolio
•Education:
Undergraduate, Princeton University; MBA, New York University
Jacqueline Sabella — Senior Vice President
•Length of Service
22 years at Adviser, 25 years investment experience
34
•Role
Manager of mortgage-backed securities portfolio of fixed income funds and portfolios
for the Investment Corporation and Variable Insurance Portfolios
•Education
Undergraduate, Marymount Manhattan College
Marguerite Wagner — Executive Vice President and Portfolio Manager
•Length of Service:
17 years at Adviser; 39 years investment experience
•Role:
Portfolio manager for the Investment Corporation Small Cap Growth Fund and the
small cap and mid-cap growth segments of the Investment Corporation All America
Fund; and for the Variable Insurance Portfolios Small Cap Growth Portfolio and the
small cap and mid-cap growth segments of the Variable Insurance Portfolios All
America Portfolio
•Education:
Undergraduate, Penn State University; MBA New York University
Erik Wennerstrum – Second Vice President and Portfolio Manager
•Length of Service:
2 years at Adviser; 7 years investment experience
•Role:
Works with the Adviser’s quantitative research group and serves as a portfolio
manager of the Investment Corporation and Variable Insurance Portfolios equity
index funds and portfolios.
•Education:
Undergraduate, James Madison University; CPA
Jamie A. Zendel — Executive Vice President, Quantitative Research, Equity Indexes, Trading and
Administration
•Length of Service:
15 years at Adviser, 24 years investment experience
•Role:
Portfolio manager for the Investment Corporation and Variable Insurance Portfolios
index funds and portfolios, and Retirement and Allocation funds and portfolios, and
portfolio manager of Investment Corporation International Fund and Variable
Insurance Portfolios International Portfolio
•Education:
Undergraduate, University of Wisconsin — Madison; FRM
Subadvisory Fees. There were no Subadvisory fees paid during 2021, 2020 or 2019.
Codes of Ethics. The Investment Company, the Adviser, and the Insurance Company have adopted codes of ethics under Rule 17j-1 of the 1940 Act. Persons subject to these codes (generally, persons with access to information about the investment programs of the Funds) may not purchase securities in which the Investment Company’s Funds may invest unless their purchases have been precleared in accordance with the codes and do not occur within certain black-out periods imposed under the codes. The Investment Company has also adopted a code of ethics applicable to its chief executive officer and principal financial and accounting officers as disclosed in its shareholder reports.
The Adviser has adopted a code of ethics that meets the requirements of Rule 204A-1 under the Investment Advisers Act of 1940.
 
PORTFOLIO TRANSACTIONS AND BROKERAGE
Selection of Brokers and Dealers
The Adviser is responsible for decisions to buy and sell securities for the Funds of the Investment Company for which it provides services as well as for selecting brokers and, where applicable, negotiating the amount of the commission rate paid.
35
•
The Adviser selects broker-dealers which, in its best judgment, provide prompt and reliable execution at favorable security prices and reasonable commission rates.
•
The Adviser may select broker-dealers that provide it with research services and may cause a Fund to pay such broker-dealers commissions which exceed those other broker-dealers may have charged, if in its view the commissions are reasonable in relation to the value of the brokerage and/or research services provided by the broker-dealer.
•
When purchasing or selling securities trading on the over-the-counter market, the Adviser will generally execute the transaction with a broker engaged in making a market for such securities.
•
The Adviser may place certain orders with their affiliates, subject to the requirements of the 1940 Act.
•
No transactions may be effected by a Fund with an affiliate of the Adviser acting as principal for its own account.
Brokerage commissions are negotiated, as there are no standard rates. All brokerage firms provide the service of execution of the order made. Some brokerage firms routinely provide research and statistical data to their customers, and some firms customarily provide research reports on particular companies and industries to customers that place a certain volume of trades with them.
The Adviser will place orders with brokers providing useful research and statistical data services if reasonable commissions can be negotiated for the total services furnished even though lower commissions may be available from brokers not providing such services. The Adviser uses these services in connection with all investment activities, and some of the data or services obtained in connection with the execution of transactions for the Investment Company may be used in managing other investment accounts. Conversely, data or services obtained in connection with transactions in other accounts may be used by the Adviser in providing investment advice to the Investment Company. To the extent that the Adviser uses research and statistical data services so obtained, its expenses may be reduced and such data has therefore been and is one of the factors considered by the Adviser in determining its fee for investment advisory services.
At times, transactions for the Investment Company may be executed together with purchases or sales of the same security for other accounts of the Adviser. When making concurrent transactions for several accounts, an effort is made to allocate executions fairly among them. Transactions of this type are executed only when the Adviser believes it to be in the best interests of the affected Fund(s), as well as any other accounts involved. However, the possibility exists that concurrent executions may work out to the disadvantage of the Fund(s) involved.
The Investment Company paid aggregate brokerage commissions of $2,257,053 in 2021, $2,058,378 in 2020 and $1,679,763 in 2019.
Commissions to Affiliated Brokers
For the years 2021, 2020, and 2019 no commissions were paid to affiliated brokers.
Portfolio Turnover
The Adviser does not consider portfolio turnover rate to be a limiting factor when the Adviser deems it appropriate to purchase or sell securities for a Fund. The portfolio turnover rate for a Fund in any year will depend on market conditions, and the rate may increase depending on market conditions or if a new portfolio manager for a Fund restructures its holdings. The Separate Accounts do not pay taxes on the dividends and other distributions they receive from the Funds. As a consequence, the Adviser does not consider how long a Fund has held a security, or how capital gain upon sale would be characterized, in deciding whether to sell that security.
The Equity Index Fund, Mid-Cap Equity Index Fund, Small Cap Equity Index Fund, and Catholic Values Index Fund each attempt to duplicate the investment results of an S&P Index. As a result, the Adviser anticipates that these Funds will hold investments generally for longer periods than actively managed funds.
36
PURCHASE, REDEMPTION AND PRICING OF SHARES
Calculation of Net Asset Value
A shareholder (including a Separate Account) purchases or redeems shares of a Fund at net asset value. A Fund’s net asset value is equal to:
•
the sum of the value of the securities the Fund holds,
•
plus any cash or other assets, including interest and dividends accrued, and
•
minus all liabilities, including accrued expenses.
The net asset value of each Fund is determined once daily immediately after the declaration of dividends, if any, and is determined as of the time of the close of the regular trading session on the New York Stock Exchange (generally 4:00 p.m. Eastern Time) on each day the Exchange is open for trading (a Valuation Day). A Valuation Period for calculation of a Fund’s net asset value per share is the period after the close of a Valuation Day and ending at the close of the next Valuation Day.
A Fund’s net asset value per share is equal to the Fund’s net asset value divided by the number of Fund shares outstanding.
Pricing of Securities Held by the Funds
In determining a Fund’s net asset value, the Adviser must value the securities and other assets the Fund owns.
1)
If market quotations are readily available for an investment, the Adviser uses market value as follows:
•
An equity security will be valued at the last sale price for the security on the principal exchange on which the security is traded, or at the last bid price on the principal exchange on which such security is traded if such bid price is of a more recent day than the last sale price.
•
For any equity security not traded on an exchange but traded in the over-the-counter market, the value will be the last sale price available, or if no sale, at the latest available bid price.
•
Debt securities, including short-term debt securities maturing in excess of 60 days, are valued on the basis of prices obtained from an independent pricing source. The pricing source may utilize various pricing methodologies that incorporate both models (which consider factors such as yield, quality, coupon rate, maturity, issue type, quoted prices for similar securities, prepayment speeds and trading characteristics) and dealer-supplied valuations to derive a valuation.
2)
If there are any portfolio securities or assets for which market quotations are not readily available, or for other reasons set forth in the Prospectus, the Adviser will use fair value pricing, as determined in good faith by or under the direction of the Board of Directors of the Investment Company. See “Pricing of Fund Shares” in the Prospectus.
3)
If a money market security has a remaining maturity of 60 days or less, the Adviser will use the amortized cost method of valuation to approximate market value, as follows:
•
A security is initially valued at cost on the date of purchase (or at market value on the 61st day prior to maturity if the security had more than 60 days remaining to maturity at date of purchase by a Fund), and the Adviser assumes constant proportionate amortization in value until maturity of any discount or premium.
•
The maturity of a variable rate certificate of deposit is deemed to be the next coupon date on which the interest rate is to be adjusted.
•
Market value will be used instead if the amortized cost value is materially different from the actual market value of the security.
4)
For stock options and futures contracts, these valuations apply:
37
•
Stock options written by a Fund are valued at the mean of the last bid and asked price on the principal exchange where the option is traded, as of the close of trading on that exchange.
•
When a Fund writes a call option, the amount of the premium is included in the Fund’s assets and the market value of the call is included in its liabilities and adjusted thereafter to current market value.
•
If a call expires or if the Fund enters into a closing purchase transaction, it realizes a gain (or a loss if the cost of the transaction exceeds the premium received when the call was written) without regard to any unrealized appreciation or depreciation in the underlying securities, and the liability related to such call is extinguished.
•
If a call is exercised, the Fund realizes a gain or loss from the sale of the underlying securities and the proceeds of the sale increased by the premium originally received.
•
A premium a Fund pays on the purchase of a put will be deducted from a Fund’s assets and an equal amount will be included as an investment and subsequently adjusted to the current market value of the put.
•
Futures contracts, and options thereon, traded on commodities exchanges are valued at their official settlement price as of the close of such commodities exchanges.
5)
For Funds that invest in underlying investment companies:
•
For any portion of a Fund’s assets that are invested in an underlying investment company, that Fund’s net asset value is calculated based on the net asset values of the investment company in which the Fund has invested except for investments in ETFs, which are based on the market value of the ETFs.
Frequent Transfers
The Prospectus discloses the Investment Company’s policy on frequent transfers.
The Investment Company has no arrangements with any person or entities to permit frequent transfers and no such arrangements are permitted.
 
TAXATION OF THE FUNDS
Taxes on Funds’ Investment Earnings and Income
Each Fund has in the past qualified for the special tax treatment afforded a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and each Fund intends to continue to qualify for treatment under Subchapter M. A Fund will not owe Federal income tax on the ordinary income and net realized capital gains that it distributes to shareholders, if it qualifies as a regulated investment company.
If any Fund were to fail to qualify for treatment as a regulated investment company, it would be subject to Federal income tax on its ordinary income and net realized capital gains, whether or not it distributes the income and gains to shareholders. If a Fund were to pay Federal income tax, its investment performance would be negatively affected.
To qualify or continue to qualify for treatment as a RIC, a Fund must distribute annually to its shareholders at least 90% of its investment company taxable income and must meet several additional requirements. For each Fund, these requirements include the following: (1) the Fund must derive at least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies or other income (including gains from options, futures, or forward contracts) derived with respect to its business of investing in securities or those currencies and (b) net income from an interest in a “qualified publicly traded partnership” (“QPTP”); and (2) at the close of
38
each quarter of the Fund’s taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, U.S. Government Securities, securities of other RICs, and other securities that are limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes) and (b) not more than 25% of the value of its total assets may be invested in (i) the securities (other than U.S. Government Securities or securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar, or related trades or businesses, or (iii) the securities of one or more QPTPs (collectively, “RIC Diversification Requirements”).
If any Fund failed to qualify for treatment as a RIC for any taxable year, then for Federal tax purposes it would be taxed as an ordinary corporation on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders. Furthermore, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying for RIC treatment. Most importantly, each Separate Account invested therein would fail to satisfy the diversification requirements of section 817(h), with the result that the variable annuity contracts and variable life policies supported by that account would no longer be eligible for tax deferral.
Generally, Section 4982 of the Code imposes an excise tax of 4% on a regulated investment company that does not make a “required distribution” to shareholders of 98% of its ordinary income for each calendar year and 98% of its capital gain income for the one year period ending October 31 of each year, plus certain undistributed income from the previous years. However, under Code Section 4982(f), the 4% excise tax does not apply to a segregated asset account of a life insurance company held in connection with variable contracts (unless “seed money” exceeds $250,000).
The tax treatment of the Insurance Companies and the Separate Accounts and the tax implications of an investment in any Contract are described in the prospectus or brochure for the Contract.
 
DISTRIBUTION ARRANGEMENTS
The Investment Company sells shares of its Funds on a continuous basis, and it sells to the Separate Accounts of the Insurance Companies and to retirement plans through financial intermediaries. The shares are sold at their respective net asset values, without the imposition of a sales charge. The Investment Company has entered into a Distribution Agreement with Mutual of America Securities LLC ( “Securities LLC”), as principal underwriter, for the distribution of the Funds’ shares. The address of Securities LLC is 320 Park Avenue, New York, New York 10022. Securities LLC is a registered broker-dealer with the Financial Industry Regulatory Authority (“FINRA”). The registered representatives are salaried employees of Mutual of America Life Insurance Company (the “Insurance Company”) and are eligible to receive a yearly cash incentive payment based in part on aggregate sales by all representatives in the representative’s office compared to sales targets established for the office in that year. Representatives and certain staff from the top five regional offices will receive a trip to a conference site to attend a sales meeting. From time to time representatives and certain staff from other regional offices may receive a trip to a conference site to attend a sales meeting upon the attainment of goals set by the Insurance Company. The Adviser is an indirect, wholly-owned subsidiary of the Insurance Company.
 
YIELD AND PERFORMANCE INFORMATION
Performance information is computed separately for each Fund in accordance with the formulas described below. At any time in the future, total return and yields may be higher or lower than in the past and there can be no assurance that any historical results will continue.
39
Yield of the Money Market Fund. The Money Market Fund calculates a seven-day “current yield” (eight days when the seventh prior day has no net asset value because the Investment Company is closed on that day) based on a hypothetical shareholder account containing one share at the beginning of the seven-day period. The return is calculated for the period by determining the net change in the hypothetical account’s value for the period, excluding capital changes. The net change is divided by the share value at the beginning of the period to give the base period return. This base period return is then multiplied by 365/7 to annualize the yield figure, which is carried to the nearest one-hundredth of one percent.
Realized capital gains or losses and unrealized appreciation or depreciation of the assets of the Money Market Fund are included in the hypothetical account for the beginning of the period but changes in these items during the period are not included in the value for the end of the period. Income other than investment income is excluded for the period. Values also reflect asset charges (for advisory fees) as well as brokerage fees and other expenses.
Current yields will fluctuate daily. Accordingly, yields for any given seven-day period do not necessarily represent future results. It should be remembered that yield depends on the type, quality, maturities and rates of return of the Money Market Fund’s investments, among other factors. The Money Market Fund yield does not reflect the cost of insurance and other insurance company separate account charges. It also should not be compared to the yield of money market funds made available to the general public because they may use a different method to calculate yield. In addition, their yields are usually calculated on the basis of a constant one dollar price per share and they pay out earnings and dividends which accrue on a daily basis.
The following is an example of the calculation of the Money Market Fund’s current yield of -0.70% for the seven-day period ended December 31, 2021. Yields may fluctuate substantially from the example shown. 
1.
Value for December 24, 2021 (after adjustments for dividends)………$ 11.827913
2.
Value for December 31, 2021 (exclusive of capital changes and any non-investment income,
but after adjustments for dividends)………$ 11.826316
3.
Net change equals Line 1 subtracted from Line 2………$ (0.001597)
4.
Base period return equals Line 3 divided by Line 1………$ (0.000135)
5.
Current yield equals Line 4 annualized (multiplied by 365/7)………-0.70%
The Money Market Fund calculates effective yield by following steps 1 - 4 above to obtain a base period return, then compounding the base period return as follows:
Effective Yield = [(Base Period Return + 1) 365/7] –1……… [(-0.000134983 + 1)365/7 –1] = -0.70%
Calculation of Total Return and Average Annual Total Return. Total Return reflects changes in the price of a Fund’s shares and assumes that any dividends or capital gain distributions are reinvested in that Fund’s shares immediately rather than paid to the investor in cash.
Average Annual Total Return is calculated by finding the average annual compounded rates of return of a hypothetical investment over the periods shown, according to the following formula (Total Return is then expressed as a percentage):
T = (ERV/P)1/n -1
Where:
P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value. ERV is the value, at the end of the applicable period, of a hypothetical $1,000 investment made at the beginning of the applicable period.
40
Average Annual Total Returns
For the Periods Ended December 31, 2021 
 
One Year
Five Years
Ten Years
Life of Fund
Inception
Date
Equity Index
28.50%
18.28%
16.36%
 
02/05/93
All America
27.07%
15.82%
14.61%
 
01/01/85
Small Cap Value
32.29%
6.94%
9.80%
 
07/01/05
Small Cap Growth
10.38%
16.72%
13.66%
 
07/01/05
Small Cap Equity Index
26.56%
NA
NA
10.74%
07/02/18
Mid Cap Value
34.35%
11.62%
12.11%
 
07/01/05
Mid-Cap Equity Index
24.56%
12.89%
14.01%
 
05/03/99
Composite
16.48%
11.25%
10.14%
 
01/01/85
International
10.37%
9.27%
7.79%
 
11/05/07
Catholic Values Index
28.99%
NA
NA
34.27%
09/30/20
Retirement Income
5.77%
6.16%
5.84%
 
11/05/07
2015 Retirement
8.11%
7.57%
7.78%
 
11/05/07
2020 Retirement
9.80%
8.74%
8.84%
 
11/05/07
2025 Retirement
11.96%
9.91%
10.02%
 
11/05/07
2030 Retirement
15.29%
11.23%
11.11%
 
11/05/07
2035 Retirement
17.84%
12.22%
11.90%
 
11/05/07
2040 Retirement
19.89%
12.79%
12.26%
 
11/05/07
2045 Retirement
20.57%
12.90%
12.31%
 
11/05/07
2050 Retirement
20.82%
12.93%
NA
11.98%
10/01/12
2055 Retirement
21.11%
13.03%
NA
13.22%
10/01/16
2060 Retirement
21.60%
NA
NA
13.24%
07/02/18
2065 Retirement
21.73%
NA
NA
29.37%
08/03/20
Conservative Allocation
7.82%
7.46%
6.56%
 
05/20/03
Moderate Allocation
14.19%
10.55%
9.56%
 
05/20/03
Aggressive Allocation
18.21%
12.32%
11.59%
 
05/20/03
Money Market
-0.17%
0.90%
0.41%
 
01/01/85
Mid-Term Bond
-2.02%
2.35%
2.18%
 
02/05/93
Bond
-2.45%
2.99%
3.11%
 
01/01/85
Yield of the Bond Funds. Yield of the shares of the Bond Funds will be computed by annualizing net investment income, as determined by the Commission’s formula, calculated on a per share basis, for a recent one-month or 30-day period and dividing that amount by the net asset value per share of the Fund on the last trading day of that period. Net investment income will reflect amortization of any market value premium or discount of fixed income securities (except for obligations backed by mortgages or other assets) over such period and may include recognition of a pro rata portion of the stated dividend rate of dividend paying portfolio securities. The Yield of the Fund will vary from time to time depending upon market conditions, the composition of the portfolio and operating expenses allocated to the Fund.
Performance Comparisons. Each Fund may from time to time include the Total Return, the Average Annual Total Return and Yield of its shares in advertisements or in information furnished to shareholders. The Money Market Fund may also from time to time include the Yield and Effective Yield of its shares in information furnished to shareholders. Any statements of a Fund’s performance will also disclose the performance of the respective separate account issuing the Contracts.
Each Fund may from time to time also include the ranking of its performance figures relative to such figures for groups of mutual funds categorized by Lipper Analytical Services (“Lipper”), or by similar services that monitor the performance of mutual funds as having the same or similar investment objectives. Each Fund may also from time to time compare its performance to average mutual fund performance figures compiled by Lipper in Lipper Performance Analysis or compiled by similar services that monitor performance.
41
Advertisements or information the Investment Company furnishes to current or prospective investors also may include evaluations of a Fund published by nationally recognized ranking services and by financial publications that are nationally recognized. These publications may include Barron’s, Business Week, CDA Technologies, Inc., Changing Times, Dow Jones Industrial Average, Financial Planning, Financial World, Forbes, Fortune, Hulbert’s Financial Digest, Institutional Investor, Investors Daily, Money, Morningstar Mutual Funds, The New York Times, Stanger’s Investment Adviser, Value Line, The Wall Street Journal, Wiesenberger Investment Company Service and USA Today.
In reports or other communications to shareholders, the Investment Company also may describe general economic and market conditions affecting the Funds and may compare the performance of the Funds with (1) that of mutual funds included in the rankings prepared by Lipper or similar investment services that monitor the performance of insurance company separate accounts or mutual funds, (2) IBC/Donoghue’s Money Fund Report, (3) other appropriate indices of investment securities and averages for peer universe of funds which are described in this SAI, or (4) data developed by the Adviser derived from such indices or averages.
Comparative Indices for the Funds
The Investment Company compares the performance of each Fund (other than the Money Market Fund) against a widely recognized index or indices for stock or bond market performance, based on the type of securities the Fund purchases. The annual and semi-annual financial reports that the Investment Company prepares will contain graphs with the Funds’ performances compared to their indices.
It is not possible for an investor to directly invest in an unmanaged index. Performance comparisons to indices are for informational purposes and do not reflect any actual investment. The Funds pay investment advisory and other expenses that are not applicable to unmanaged indices.
Equity Index Fund and All America Fund: Performance of each of these Funds is compared to the Standard & Poor’s 500 ® Composite Stock Index (the “S&P 500 ® Index”).
The S&P 500 ® Index is designed to measure the performance of 500 top companies in the leading industries of the U.S. economy, and is meant to reflect the risk and return characteristics of the large cap universe. The S&P 500 ® is a market value-weighted and unmanaged index showing the changes in the aggregate market value of 500 stocks relative to the base period 1941-43.
Mid Cap Value Fund: Performance is compared to the Russell Midcap ® Value Index.
The Russell Midcap ® Value Index measures the performance of the mid-capitalization value sector of the U.S. equity market. The Index selects from the bottom 80% of the Russell 1000 ® Index, screening on value factors. The Russell 1000 ® Index is a stock market Index that represents the 1,000 largest stocks in the Russell 3000 ® Index. The Russell 1000 ® Index comprises over 90% of the total market capitalization of all listed U.S. stocks.
Mid-Cap Equity Index Fund: Performance is compared to the Standard & Poor’s MidCap 400 ® Index (the “S&P MidCap 400 ® Index”).
The S&P MidCap 400 ® Index is designed to measure the performance of 400 mid-sized companies in the U.S., reflecting this market segment’s distinctive risk and return characteristics.
Small Cap Value Fund: Performance is compared to the Russell 2000 ® Value Index.
The Russell 2000 ® Value Index measures the performance of those Russell 2000 ® companies with lower price-to-book ratios and lower forecasted growth values.
Small Cap Growth Fund: Performance is compared to the Russell 2000 ® Growth Index.
The Russell 2000 ® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 ® is a market capitalization-weighted index of common stock prices of the smallest 2000 companies in the Russell 3000 (a broad index representing approximately 98% of the entire U.S. stock market).
Small Cap Equity Index Fund: Performance is compared to the Standard & Poor’s SmallCap 600 ® Index (the “S&P SmallCap 600 ® Index”).
42
The S&P SmallCap 600 ® Index is designed to measure the performance of 600 small sized companies in the U.S., reflecting this market segment’s distinctive risk and return characteristics.
Composite Fund: Performance is compared to the S&P 500 ® Index, the Bloomberg U.S. Aggregate Bond Index and the 90-day Treasury bill rate. (See “Equity Index Fund and All America Fund” above and “Bond Fund” below).
These three indices represent the three asset allocation categories in which the Composite Fund invests.
Catholic Values Index Fund: Performance is compared to the Standard & Poor’s 500 ® Catholic Values Index (the “S&P 500 ® Catholic Values Index”).
The S&P 500 ® Catholic Values Index excludes from the S&P 500 ® Index certain activities that are not aligned with the Responsible Investment Guidelines of the U.S. Conference of Catholic Bishops (“USCCB”). The index is designed for investors who do not want to breach religious norms in their passive investing strategies.
International Fund: Performance is compared to the MSCI EAFE Index. The MSCI EAFE Index is the Morgan Stanley Europe, Australasia and the Far East Index, an unmanaged, market-value-weighted index designed to measure the overall condition of the overseas equities markets.
Bond Fund: Performance is compared to the Bloomberg U.S. Aggregate Bond Index (the “Bloomberg Aggregate Index”).
The Bloomberg U.S. Aggregate Bond Index represents U.S, fixed rate, investment grade securities, with index components for U.S. government, corporate, mortgage-backed and asset-backed securities. Each bond included in the Index must have at least one year to final maturity regardless of call features and a rating of “Baa” or higher (investment grade) by a nationally recognized statistical rating agency.
Mid-Term Bond Fund: Performance is compared to the Bloomberg U.S. Intermediate Government/Credit Bond Index. The Bloomberg U.S. Intermediate Government/Credit Bond Index seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the investment grade credit sector of the United States bond market and the total United States Treasury market as defined by the Bloomberg U.S. Intermediate Government/Credit Bond Index.
Retirement Funds: Performance is compared to the benchmark indices (the S&P 500 ® Index and Bloomberg U.S. Aggregate Bond Index, and, for Funds that have significant investments in commercial paper, money market instruments and other short term commercial paper, the FTSE 3 month Treasury Bill Index) that correspond with the Funds’ investments in various IC Funds at any given time. The relative proportions of assets within each Retirement Fund that are invested in the various IC Funds will change as the each Fund’s investments are periodically reallocated, which in turn will change the proportion of each acquired Fund’s benchmark index included in the Retirement Fund’s overall mix of indices.
Conservative Allocation Fund: Performance is compared to the S&P 500 ® Index and Bloomberg U.S. Aggregate Bond Index.
Moderate Allocation Fund: Performance is compared to the S&P 500 ® Index and Bloomberg U.S. Aggregate Bond Index.
Aggressive Allocation Fund: Performance is compared to the S&P 500 ® Index and Bloomberg U.S. Aggregate Bond Index.
See “Equity Index Fund and All America Fund” and “Bond Fund” above for a description of the S&P 500 ® Index and Bloomberg U.S. Aggregate Bond Index, which represent the asset classes in which the Allocation Funds invest.
43
DESCRIPTION OF CORPORATE BOND RATINGS
Description of Corporate bond ratings of Moody’s Investors Services, Inc.:  
Aaa
—
Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of
investment risk and are generally referred to as “gilt-edge”. Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa
—
Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa
group they comprise what are generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa securities.
A
—
Bonds which are rated A possess many favorable investment attributes and are to be considered as
upper medium grade obligations. Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to impairment sometime in the
future.
Baa
—
Bonds which are rated Baa are considered as medium grade obligations, i.e. they are neither highly
protected nor poorly secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be characteristically unreliable over
any great length of time. Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Ba
—
Bonds which are rated Ba are judged to have speculative elements; their future cannot be
considered as well assured. Often the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
—
Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract over any long
period of time may be small.
Caa
—
Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.
Ca
—
Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues
are often in default or have other marked shortcomings.
C
—
Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment standing.
Moody’s applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.
Description of corporate bond ratings of Standard & Poor’s Corporation:  
AAA
—
Debt rated AAA has the highest rating assigned by Standard & Poor’s. Capacity to pay interest and
repay principal is very strong.
A
—
Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions
than debt in higher rated categories.
BBB
—
Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal.
Whereas it normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher-rated categories.
44
BB/
B/
CCC/
CC
—
Debt rated BB, B, CCC and CC is regarded, on balance, as predominantly speculative with respect
to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and CC the highest degree of
speculation. While such debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
C
—
The rating C is reserved for income bonds on which no interest is being paid.
D
—
Debt rated D is in default, and payment of interest and/or repayment of principal is in arrears.
Plus (+) or Minus ( – ): The ratings from “AA” to “BB” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements of the Investment Company for the year ended December 31, 2021 have been incorporated by reference in the Statement of Additional Information in reliance upon the reports of KPMG LLP, 345 Park Avenue, New York, NY 10154, independent registered public accounting firm, incorporated by reference herein.
 
LEGAL MATTERS
The legal validity of the shares described in the Prospectus has been passed on by Vincent R. FitzPatrick III, Esq., Vice President, Associate General Counsel and Corporate Secretary of the Investment Company.
 
CUSTODIAN
The Custodian of the securities and other assets held by the Investment Company’s Funds (other than shares of the Investment Company’s Funds) is Brown Brothers Harriman & Co., 140 Broadway, York, New York 10005.
 
USE OF STANDARD & POOR’S INDICES
The Equity Index Fund, the Indexed Assets of the All America Fund, the Mid-Cap Equity Index Fund, the Small Cap Equity Index Fund, and the Catholic Values Index Fund (together, the Indexed Portfolios) are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (S&P). S&P makes no representation or warranty, express or implied, to the owners of the Indexed Portfolios or any member of the public regarding the advisability of investing in securities generally or in the Indexed Portfolios particularly or the ability of the S&P 500® Index, the S&P MidCap 400® Index, the S&P SmallCap 600® Index or the S&P 500® Catholic Values Index to track general stock market performance. S&P’s only relationship to the Investment Company is the licensing of certain trademarks and trade names of S&P and of the S&P 500® Index, the S&P MidCap 400® Index, S&P SmallCap 600® Index, and S&P 500® Catholic Values Index which is determined, composed and calculated by S&P without regard to the Indexed Portfolios. S&P has no obligation to take the needs of the Indexed Portfolios or the owners of the Indexed Portfolios into consideration in determining, composing or calculating the S&P 500® Index, the S&P MidCap 400® Index, the S&P SmallCap 600® Index, or the S&P 500® Catholic Values Index. S&P is not responsible for and has not participated in the calculation of the net asset values of the Indexed Portfolios, the amount of the shares of the Indexed Portfolios or the timing of the issuance or sale of the Indexed Portfolios. S&P has no obligation or liability in connection with the administration, marketing or trading of the Indexed Portfolios.
45
S&P does not guarantee the accuracy and/or the completeness of the S&P 500® index, the S&P MidCap 400® Index, S&P SmallCap 600® Index, or the S&P 500® Catholic Values Index or any data included therein. S&P makes no warranty, express or implied, as to results to be obtained by the Indexed
Portfolios, owners of the Indexed Portfolios, or any other person or entity from the use of the S&P 500® Index, the S&P MidCap 400® Index, S&P SmallCap 600® Index, or S&P 500® Catholic Values Index, or any data included therein. S&P makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500® Index, the S&P MidCap 400® Index, the S&P SmallCap 600® Index, the S&P 500® Catholic Values Index or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
 
PROXY VOTING POLICIES AND PROCEDURES
On April 28, 2022, the Board of Directors of the Investment Company adopted amended Proxy Voting Policies & Procedures (“Proxy Policy”). A copy of the Proxy Policy is attached hereto as APPENDIX “A”. A copy of the Proxy Policy and information regarding how the Investment Company voted its proxies relative to portfolio securities during the most recent 12 month period ended June 30 can be obtained free of charge by calling 800.468.3785. The Investment Company’s Proxy Voting Record for the shares it owns, which includes how the Investment Company voted its proxies during the most recent 12 month period ended June 30, can be obtained from the Securities and Exchange Commission’s website at www.sec.gov, by viewing our Form N-PX on the EDGAR system.
46
Appendix A
Proxy Voting Policy and Procedures
Mutual of America Investment Corporation
Attached is the updated Proxy Voting Policy and Procedures adopted by the Board of Directors of Mutual of America Investment Corporation at its regular Board meeting held on April 28, 2022.
A-1
MUTUAL OF AMERICA CAPITAL MANAGEMENT LLC
POLICY STATEMENT AND PROCEDURES
REGARDING PROXY VOTING
Adopted on January 21, 2022
Policy Statement
It is the policy of Mutual of America Capital Management LLC (the “Adviser”), with respect to assets under its management where it has voting authority:
1.
To vote all proxies in the best interests of its clients and, to the extent possible while complying with applicable investment policies, restrictions and limitations to vote all proxies so as to maximize the economic value of the shares held by such clients. Environmental, Social and Corporate Governance factors should be considered when making proxy voting decisions. However, those factors should not be considered if they would have a negative impact on economic value. The Adviser may refrain from voting if it determines that refraining is in the best interest of that client, such as when the cost to the client of voting exceeds the expected benefit to the client.
2.
To vote all proxies in accordance with the duly adopted voting policies and restrictions of such clients where such policies and restrictions are applicable.
3.
To provide disclosure to clients of the within policies and procedures, to disclose how clients (or their shareholders in the case where a client adopts these policies as its own) may obtain information on how their proxies were voted, and to maintain or cause to be maintained all records of such proxy voting as are, and for the periods, required by law.
4.
To comply with the Procedures set forth below.
Proxy Voting Committee
1.
A Proxy Committee consisting of the President and one or more individuals (not to exceed five) designated by the President of the Adviser shall comprise the Proxy Voting Committee. The Proxy Voting Committee shall act by majority vote, but in the case of a tie vote the side receiving the vote of the President shall prevail. In the case of a Committee of two or less persons, one member shall constitute a quorum. In the case of the Committee consisting of three or four persons, two members shall constitute a quorum, and for a Committee of five persons, three members shall constitute a quorum.
2.
The Proxy Voting Committee shall monitor developments that may affect the Proxy Voting Policy and Procedures, including the Overall Proxy Voting Policy set forth in paragraph 5 of the Procedures Section hereof, voting standards set forth in Appendix A to this document (“Voting Standards”) and recommend changes to the Proxy Voting Policy and Procedures.
3.
Any decisions not to vote proxies in accordance with the Voting Standards, including Routine or Non-Routine Issues, shall be submitted to the Proxy Committee for approval or consideration of the appropriate action to take. The Proxy Voting Committee may require a discussion with or report from the investment analyst responsible for the company whose proxy is being considered to assist in deciding how to vote in accordance with the Proxy Voting Policy, and may require analysis specific to the issuer or specific to the matter to be voted on. The Proxy Voting Committee will consider additional information regarding a proposal, such as an issuer’s or shareholder’s subsequently filed additional proxy materials or other information conveyed by an issuer or shareholder proponent. A written explanation of the reasons supporting any action taken by the Committee and the date the Committee decided the issue shall be maintained with the proxy voting records.
4.
If a Non-Routine Issue falls into a category for which there is no Voting Standard, or when a matter is highly contested or controversial, the Proxy Voting Committee shall be consulted and should consider whether a higher degree of analysis may be necessary. The Proxy Voting Committee may require a discussion with or a report from the investment analyst responsible for the company whose proxy is
A-2
being considered, including analysis specific to the issuer or specific to the matter to be voted on, as well as a report, if available, from any proxy service provider then retained, to assist in deciding how to vote in accordance with the Proxy Voting Policy. A written explanation of the reasons supporting any action taken by the Committee and the date the Committee decided the issue shall be maintained with the proxy voting records.
5.
Should a vote in accordance with the Voting Standards appear likely to produce a result inconsistent with a stated policy, limitation, or restriction established for any client’s account, the President or CEO shall be notified in order to determine the appropriate action. Such action shall be presented to the Proxy Voting Committee for ratification prior to the vote in question. The Proxy Voting Committee can act without a meeting by consent of a majority of its members. Any action taken in such situations shall be governed by prudence and must be compatible with applicable law. Such action shall be memorialized in writing setting forth the nature of the conflict, the reasons for the action taken and the date such action was authorized.
Procedures
1.
Proxies will be voted based upon and consistent with (a) criteria established herein as same may be amended in writing by the Proxy Committee from time to time, (b) the Overall Proxy Voting Policy set forth in paragraph 5 below and (c) the Voting Standards set forth in paragraph 4 below . Only a Senior Vice President or higher ranking officer shall be authorized to execute proxies except that a service provider may be engaged to process and execute proxies pursuant to and subject to these Procedures.
2.
The following Records of all proxy votes will be maintained:
A.
A brief description of the proxy proposal for each company in the portfolio.
B.
The vote cast on each proposal.
C.
The holdings of each account and its holdings as of (or as close as possible to) the record date for the particular proxy vote.
D.
A record of any calls or other contacts made regarding a vote.
E.
A record of the reason for each vote, including whether the proxy was voted according to a specific client restriction, policy, the Voting Standards or other guideline which record may be maintained by a third party proxy service provider.
F.
Notification that a proxy has not been received.
G.
Verification that the shares listed on the proxy match the Adviser’s records.
H.
The name and title of the individual voting the proxy (if available from a service provider).
I.
A record of any Proxy Voting Committee actions in regard to the proxy vote.
3.
Unless the Adviser shall have obtained a written agreement from an experienced and qualified third party to provide proxy voting and records services in compliance with all applicable laws and regulations, records of a current proxy season will be retained in the Adviser’s offices until the end of the second year after the expiration of the proxy season in which the votes were made and will be retained in a readily accessible location for a period of not less than three additional years. Proxy statements received on behalf of stock for which the Adviser is authorized to vote proxies will not be retained in paper form because they are available on the EDGAR system where they have been filed by the issuer.
4.
The voting guidelines that should be followed consist of the latest version of the Institutional Shareholders Service (“I.S.S.”) Proxy Voting Guidelines (“Voting Standards”) as set forth on the I.S.S. website. The Proxy Voting Committee has reviewed the Voting Standards and has found them to be generally satisfactory. I.S.S., which is the proxy service provider retained by the Adviser, furnishes research and recommendations for all proxy votes, casts the votes and maintains voting records. The I.S.S. recommendations will be in accordance with the Voting Standards. The Proxy Voting Committee may, in circumstances where the application of the Voting Standards is determined not to be beneficial or appropriate, override the I.S.S. recommendation and instruct I.S.S. to vote as determined by the Proxy Voting Committee.
A-3
5.
The current Overall Proxy Voting Policy of the Adviser shall be to vote against anti-takeover proposals, proposals that will weaken Board oversight or corporate governance procedures, and proposals designed to entrench current management. These proposals are generally inherently adverse to the economic value of the stocks to which they relate. This position may be determined to be inappropriate in a particular case and if authorized by the Proxy Voting Committee, a vote that does not comport with this position may be approved. Proxy proposals that do not materially impact the economic value of the stocks to which they relate are considered “Routine Issues” and will generally be voted in favor of the position supported by management of the company whose stock is being voted. Proxy proposals that materially impact the economic value of the stock to which they relate will be voted, consistent with applicable restrictions, in the manner that is most beneficial to the value of such stock.
6.
[Reserved.]
7.
No officer or employee of the Adviser shall act with respect to proxy votes in any instance in which a conflict of interest exists for that person in applying the Adviser’s Voting Standards or satisfying fiduciary responsibilities under ERISA or other applicable laws. Any conflict of interest or questions concerning whether a conflict of interest exists, shall be immediately reported to the Chairman. Further, in cases where there exist material conflicts of interest between the Adviser and its interests, and the economic interests of the Adviser’s client owning the shares being voted, the Adviser shall strictly adhere to the Voting Standards, but where such conflict exists and the Proxy Committee is required to decide upon action as provided above, no such action shall be taken absent full disclosure to the affected client of the conflict and it shall be taken only if consent has been received from the client. In assessing the existence of a conflict and the suggested manner of casting a vote in a conflict situation, the recommendations of independent third parties qualified to make recommendations on proxy voting may be sought and communicated to affected clients.
8.
It is the policy of the Adviser not to join any group for the purpose of waging a proxy contest or to acquire or trade in the securities of any corporation with the intent to effect any change in control of a corporation. Any solicitation from any person to vote proxies in any accounts shall be promptly reported to the General Counsel and Proxy Voting Committee except for requests merely that the proxies be voted in order to achieve a quorum.
9.
No employee of the Adviser may discuss the Adviser’s proxy votes with any person not employed by the Adviser or its client or in any way indicate how the Adviser will vote on any issue prior to the vote being cast, nor may any employee of the Adviser disclose how the Adviser has voted except in reports to the Board of Directors of the Adviser or its managed funds, as required by law or pursuant to an agreement with a proxy service provider. All information concerning the Adviser’s proxy voting record shall be disclosed and furnished to clients in the manner required to comply with Rule 206(4)-6 under the Investment Advisers Act of 1940.
10.
The Adviser shall comply in all respects and in a timely manner with Rule 206(4)-6 under the Investment Advisers Act of 1940, including the timely voting of proxies, the timely provision to clients of a description of the Adviser’s proxy voting policies and procedures, provision of a copy of such policies and procedures to clients upon request, disclosure to clients of how to obtain information on how their securities were voted and the implementation of record keeping procedures in full compliance with Rule 204-2, retaining in the manner chosen by the Adviser (which manner shall be as permitted by Rule 204-2) for the required time periods proxy voting policies and procedures, proxy statements received regarding client securities, records of votes cast on behalf of clients, records of client requests for proxy voting information and all documents prepared by the Adviser which were material in making a decision on how to vote or which memorialized basis for a decision for a vote.
11.
The Adviser adopts the following procedures to ensure compliance with the Proxy Voting Policy Statement and Procedures:
A.
The President or an Officer of the Adviser designated by the President will ensure that the Adviser is at all times in full and complete compliance with all applicable laws and regulations.
B.
The Proxy Voting Committee shall meet at least semiannually to review the overall proxy voting record of all proxies, the conformity of proxy voting actions with the requirements set forth herein, and to review the actions of any and all third party service providers. The Adviser will evaluate the
A-4
proxy advisory firm to identify and evaluate the Adviser’s conflicts of interest, if any, that may arise. The Adviser will assess the proxy advisory firm’s capacity and competency to provide voting recommendations and its ability to execute votes in accordance with the Adviser’s voting instructions. The Adviser will require the proxy advisory firm to update the Adviser regarding any business changes. The Adviser will assess the firm’s updates to its methodologies, guidelines and voting recommendations on an ongoing basis. If the Adviser becomes aware of inaccuracies in the firm’s research or determinations, the Adviser will assess the extent to which potential errors, incompleteness, or methodological weakness in the firm’s analysis materially affected the firm’s research or recommendations that the Adviser utilized. In its periodic review of the proxy advisory firm, the Adviser shall consider the firm’s engagement with issuers and process to ensure it has complete and accurate information about the issuer and each matter, and its process to access issuer’s views about the firm’s voting recommendations in a timely and efficient manner; the firm’s effort to correct any identified material deficiencies in its analysis; the firm’s disclosure regarding sources of information and methodologies to formulate voting recommendations or execute voting instructions; and the firm’s consideration of factors unique to a specific issuer or proposal.
C.
The Proxy Voting Committee shall review and document the adequacy of the within policy statement and procedures on an annual basis, and more frequently when warranted, to ensure they are reasonable and implemented effectively, and are reasonably designed to ensure that the Adviser casts votes on behalf of its clients in the best interest of such clients. As part of the annual review, the Committee will sample the proxy votes it casts on behalf of its clients to ensure compliance with these procedures. The Committee and shall adopt written changes and amendments hereto as necessary.
D.
The Proxy Voting Committee shall review the Adviser’s compliance with the Rules promulgated by the S.E.C., including the semiannual reports on the availability of proxy voting records to its clients, and the disclosure of this document to clients.
E.
To the extent it is prudent and in compliance with Rule 206(4)-6 under the Investment Adviser’s Act of 1940, the Adviser may retain reputable and qualified third-party service providers to implement the foregoing policies and procedures. When retaining a third-party proxy advisory firm, the Adviser will consider whether the firm has the capacity and competency to adequately analyze the matters for which the Adviser is responsible for voting, including the quality of the firm’s staffing, personnel, and technology. The Adviser will consider whether the firm has an effective process for seeking timely input from issuers and clients with respect to proxy voting policies, methodologies and peer group constructions. The Adviser will consider how the firm accounts for unique characteristics regarding the issuer, such as the issuer’s size, its governance structure, its industry and unique practices, and its financial performance. The Adviser will consider the firm’s methodologies in formulating voting recommendations and any third-party information sources used by the firm.
F.
It is specifically understood that the Adviser’s clients may adopt the within Policy Statement and Procedures, as same may be amended or restated from time to time.
I hereby verify that the foregoing document has been duly adopted as the proxy voting policies and procedures of the Adviser, along with the referenced Voting Standards, which replace all previously adopted statements and procedures regarding proxy voting and Voting Standards. 
MUTUAL OF AMERICA
CAPITAL MANAGEMENT LLC
By:
 
/s/ Joseph Gaffoglio
Joseph Gaffoglio
President
Dated: January 21,2022
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