Document/Exhibit Description Pages Size
1: 485BPOS Moa Institutional Fund, Inc. 485Bpos-Exhibits 10 65K
2: EX-1.A Articles of Incorporation 9 35K
3: EX-1.B Articles Supplementary 1 9K
4: EX-1.C Articles Supplementary 1 9K
5: EX-1.D Articles Supplementary 1 9K
6: EX-1.E Articles Supplementary 1 9K
7: EX-2 By-Laws 8 30K
8: EX-5 Distribution Agreement 7 27K
9: EX-8.C Agreement to Pay Operating Expenses 2 11K
485BPOS — Moa Institutional Fund, Inc. 485Bpos-Exhibits
Document Table of Contents
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 33-87874
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 7 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 12
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MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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320 PARK AVENUE
NEW YORK, NEW YORK 10022
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(212) 224-1939
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------
DOLORES J. MORRISSEY, PRESIDENT
MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
320 PARK AVENUE, NEW YORK, NEW YORK 10022
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------
COPY TO:
STANLEY M. LENKOWICZ
SENIOR VICE PRESIDENT, DEPUTY GENERAL COUNSEL AND SECRETARY
MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
320 PARK AVENUE
NEW YORK, NEW YORK 10022
---------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of the Registration Statement.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
[X] immediately upon filing pursuant to paragraph (b).
[ ] on (date) pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of
Rule 485.
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
================================================================================
MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
CROSS-REFERENCE SHEET
[Enlarge/Download Table]
ITEMS IN
PART A OF
FORM N-1A CAPTION IN FORM N-1A CAPTION OR LOCATION IN PROSPECTUS
----------------------------------------------------------------------------------------------------------
1 Front and Back Cover Pages .............. Front and Back Covers
2 Risk/Return Summary:
Investments, Risks, and Performance ..... Summary of How Our Funds Invest
3 Risk/Return Summary:
Fee Table ............................... Summary of How Our Funds Invest - Annual Fees and
Expenses
4 Investment Objectives, Principal
Investment Strategies, and Related
Risks ................................... Details about How Our Funds Invest and Related Risks
5 Management's Discussion of Fund
Performance ............................. Not Applicable (Included in Annual Report)
6 Management, Organization, and
Capital Structure ....................... Management of the Funds
7 Shareholder Information ................. Information on Fund Shares
8 Distribution Agreements ................. Not Applicable
9 Financial Highlights Information ........ Financial Highlights
[Enlarge/Download Table]
ITEMS IN
PART B OF CAPTION OR LOCATION IN
FORM N-1A CAPTION IN FORM N-1A STATEMENT OF ADDITIONAL INFORMATION
-------------------------------------------------------------------------------------------------------------
10 Cover Page and Table of Contents ......... Cover
11 Fund History ............................. Investment Company's Form of Operations
12 Description of the Fund and Its
Investments and Risks .................... Investment Strategies and Related Risks; Fundamental
Investment Restrictions; Description of Corporate Bond
Ratings; Use of Standard & Poor's Indices
13 Management of the Fund ................... Management of the Investment Company
14 Control Persons and Principal Holders
of Securities ............................ Investment Company's Form of Operations
15 Investment Advisory and Other
Services ................................. Investment Advisory Arrangements; Administrative
Arrangements; Independent
Auditors; Custodian
16 Brokerage Allocation and Other
Practices ................................ Portfolio Transactions and Brokerage
17 Capital Stock and Other Securities ....... Investment Company's Form of Operations
18 Purchase, Redemption, and Pricing of
Shares ................................... Purchase, Redemption and Pricing of Shares
19 Taxation of the Fund ..................... Taxation of the Investment Company
20 Underwriters ............................. Distribution of Fund Services
21 Calculation of Performance Data .......... Yield and Performance Information
22 Financial Statements ..................... Financial Statements
ITEMS IN
PART C OF CAPTION IN FORM N-1A AND IN PART C
FORM N-1A OF REGISTRATION STATEMENT
----------------------------------------------
23 Exhibits
24 Persons Controlled by or Under
Common Control with the Fund
25 Indemnification
26 Business and Other Connections of
the Investment Adviser
27 Principal Underwriters
28 Location of Accounts and Records
29 Management Services
30 Undertakings
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
[Download Table]
1(a) Articles of Incorporation of Mutual of America Institutional Funds, Inc.
(the "Fund"), dated October 26, 1995 (1)
1(b) Articles Supplementary, dated February 20, 1996 (1)
1(c) Articles Supplementary, dated April 8, 1996 (1)
1(d) Articles Supplementary, dated December 2, 1996 (1)
1(e) Articles Supplementary, dated February 24, 1997 (1)
1(f) Articles Supplementary, dated April 6, 1999 (2)
2 By-Laws of the Fund (1)
4(a) Form of Investment Advisory Agreement, as amended effective May 1,
1999, between the Fund and Mutual of America Capital Management
Corporation (the "Adviser") (3)
4(b) Form of Subadvisory Agreement between the Adviser and Fred Alger
Management, Inc. (5)
4(c) Form of Subadvisory Agreement between the Adviser and Oak Associates (5)
4(d) Form of Subadvisory Agreement between the Adviser and Palley-Needelman
Asset Management, Inc. (5)
5 Distribution Agreement between the Fund and Mutual of America Securities
Corporation, as Distributor (1)
7 Custody Agreement between the Fund and The Chase Manhattan Bank (6)
8(a) Form of Transfer Agency and Service Agreement between the Fund and State
Street Bank and Trust Company (6)
8(b) Form of Investment Accounting Agreement between the Fund and the Adviser
(4)
8(c) Agreement to Pay Operating Expenses between the Fund and the Adviser (1)
9 Consent and Opinion of General Counsel (2)
10(a) Consent of Arthur Andersen LLP (2)
10(b) Consent of Swidler Berlin Shereff Friedman, LLP (2)
10(c) Powers of Attorney of Ms. Morrissey and Messrs. Altstadt, Kearney, Sharkey
and Silber (5)
10(d) Power of Attorney of Patrick J. Waide, Jr. (4)
10(e) Powers of Attorney of John R. Greed and Stanley Shmishkiss (3)
27.1-3 Financial Data Schedules for All America, Bond and Money Market Funds (2)
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(1) Included in this Post-Effective Amendment No. 7
(2) Included in Post-Effective Amendment No. 6 filed with the Commission on
April 15, 1999
(3) Included in Post-Effective Amendment No. 5 filed with the Commission on
February 12, 1999
(4) Included in Post-Effective Amendment No. 2 filed with the Commission on
February 28, 1997
(5) Included in Pre-Effective Amendment No. 4 filed with the Commission on
March 15, 1996
(6) Included in Pre-Effective Amendment No. 3 filed with the Commission on
January 29, 1996
C-1
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Adviser is an indirect wholly-owned subsidiary of Mutual of America
Life Insurance Company (Mutual of America Life). Mutual of America Life is a New
York mutual life insurance company, and as such no person has the direct of
indirect power to control Mutual of America Life except by virtue of a persons
capacity as a director or executive officer. Each holder of an in-force
insurance policy or annuity contract issued by Mutual of America Life has the
right to vote for the election of directors of Mutual of America Life at annual
elections and upon other corporate matters where policyholders' votes are taken.
Mutual of America Life directly or indirectly owns the following companies:
Mutual of America Life Insurance Company, a New York mutual insurance company,
wholly owns
o Mutual of America Corporation, a Delaware corporation, and
o Mutual of America Foundation, a New York not-for-profit corporation.
Mutual of America Corporation wholly owns
o The American Life Insurance Company of New York, a New York stock
corporation,
o Mutual of America Securities Corporation, a Delaware corporation, and
o Mutual of America Capital Management Corporation (the Adviser), a
Delaware corporation.
Mutual of America Life Insurance Company and The American Life Insurance Company
of New York, through their separate accounts, wholly own all of the shares of
Mutual of America Investment Corporation, a Maryland corporation registered
under the 1940 Act as a management investment company whose shares are offered
only to those separate accounts for funding variable life insurance and variable
annuity products.
Mutual of America Life Insurance Company currently owns a majority of
Registrant's outstanding shares.
ITEM 25. INDEMNIFICATION
ARTICLES OF INCORPORATION OF THE FUND. The Articles of Incorporation of
the Fund provide in substance that no director or officer of the Fund shall be
liable to the Fund or its shareholders for money damages, unless the director
or officer is subject to liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties in the conduct of his or her
office.
BY-LAWS OF THE FUND. The By-Laws of the Fund provide for the
indemnification of present and former officers and directors of the Fund
against liability by reason of service to the Fund, unless the officer or
director is subject to liability by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office (Disabling Conduct). No indemnification shall be made to an
officer or director unless there has been a final adjudication on the merits, a
dismissal of a proceeding for insufficiency of evidence of Disabling Conduct,
or a reasonable determination has been made that no Disabling Conduct occurred.
The Fund may advance payment of expenses only if the officer or director to be
indemnified undertakes to repay the advance unless indemnification is made and
if one of the following applies: the officer of director provides a security
for his or her undertaking, the Fund is insured against losses from any lawful
advances, or a reasonable determination has been made that there is reason to
believe the officer or director ultimately will be entitled to indemnification.
INSURANCE. Coverage for officers and director of the Adviser, Distributor
and the Fund is provided under an Investment Management insurance policy issued
by American International Specialty Lines Insurance Company, with excess
coverage by Chubb custom Insurance Company, to Mutual of America Life Insurance
Company et al. The aggregate limit of liability under the policy per year is
$10 million, with a $200,000 deductible per entity insured and a $1,000
deductible for individual insureds.
C-2
BY-LAWS OF THE ADVISER. The By-Laws of Mutual of America Capital
Management Corporation, the Fund's Adviser, provide for the indemnification by
the Corporation of present and former directors and officers of the Corporation
and of any organization for which service is rendered at the request of the
Corporation and permits the advance payment of expenses in certain
circumstances for covered persons in connection with suits by third parties and
derivative suits. Each covered person must have acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. If in
connection with a derivative suit a covered person shall have been adjudged to
be liable to the Corporation, indemnification shall not be made unless and only
to the extent that the Delaware Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is entitled to indemnity. Thus, the officers and directors of the
fund and the Adviser are indemnified by the Adviser for their services in
connection with the Fund to the extent set forth in the By-Laws.
BY-LAWS OF THE DISTRIBUTOR. The By-laws of Mutual of America Securities
Corporation, the principal underwriter and distributor for the fund, provide
for the indemnification by the Corporation of present and former directors and
officers of the Corporation and of any organization for which service is
rendered at the request of the Corporation and permits the advance payment of
expenses in certain circumstances for covered persons in connection with suits
by third parties and derivative suits. Each covered person must have acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. If in connection with a derivative suit a covered person shall
have been adjudged to be liable to the Corporation, indemnification shall not
be made unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is entitled to indemnity. Thus, the
officers and directors of the Distributor are indemnified by the Distributor
for their services in connection with the Fund to the extent set forth in the
By-Laws.
UNDERTAKING. Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its it against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
C-3
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Mutual of America Capital Management corporation (the Adviser) is the
investment adviser to the Fund and is registered as an investment adviser under
the Investment Advisers Act of 1940. The names, addresses and positions with
the Adviser of each director and officer of the Adviser are set forth below.
[Enlarge/Download Table]
POSITIONS PRINCIPAL OCCUPATION
NAME WITH ADVISER DURING PAST TWO YEARS
---- ------------ ---------------------
Thomas J. Moran ................ Director, Chairman of President, Chief Executive Officer and
320 Park Avenue the Board Director, Mutual of America Life
NY, NY 10022
F. Harlan Batrus ............... Director Partner, Lazard Freres
30 Rockefeller Plaza
NY, NY 10020
Roger E. Birk .................. Director Chairman Emeritus, Merrill Lynch & Co. Inc.
Merrill Lynch
77 Broad Street
Red Bank, NJ 07701
Robert X. Chandler ............. Director Director, Development Office, Archdiocese of
Director, Development Office Boston
Archdiocese of Boston
2121 Commonwealth Ave.
Brighton, MA 02135
Nathaniel A. Davis ............. Director Vice President, Network Engineering
17680 Old Meadow Rd. Operations, Nextel Communications
McLean, VA 22102
Anthony F. Earley .............. Director Chairman, President and Chief Operating
Detroit Edison Company Officer, Detroit Edison Co.
2000 Second Avenue
Room 2407 WCB
Detroit, MI 48226
William T. Knowles ............. Director Consultant
Orr's Island, ME 04066
Walter A. McDougal ............. Director Former Chairman and President, Richmond
Garden City, NY 11530 Hill Savings Bank
James E. Quinn ................. Director Vice Chairman, Tiffany & Co.
727 Fifth Avenue
NY, NY 10022
Richard J. Ciecka .............. President and Chief Vice Chairman of the Board, Mutual of
320 Park Avenue Financial Officer; America Life, until October 1998
NY, NY 10022 Director
Manfred Altstadt ............... Senior Executive Vice Senior Executive Vice President and Chief
320 Park Avenue President and Chief Financial Officer of Mutual of America Life
NY, NY 10022 Financial Officer and American Life
Patrick A. Burns ............... Senior Executive Vice Senior Executive Vice President and General
320 Park Avenue President and Counsel of Mutual of America Life and
NY, NY 10022 General Counsel American Life
Amir Lear ...................... Executive Vice Senior Vice President, Mutual of America
320 Park Avenue President and Life, until October 1998
NY, NY 10022 Assistant to the
President and CEO
Andrew L. Heiskell ............. Executive Vice Executive Vice President of the Adviser
320 Park Avenue President
NY, NY 10022
Joseph Brunken ................. Senior President Senior Vice President of the Adviser since
320 Park Avenue November, 1997; prior thereto, Vice
NY, NY 10022 President, Nikko Capital Management
(USA), Inc.
C-4
[Enlarge/Download Table]
POSITIONS PRINCIPAL OCCUPATION
NAME WITH ADVISER DURING PAST TWO YEARS
---- ------------ ---------------------
Mary E. Canning ................ Senior Vice President Senior Vice President of the Adviser since May
320 Park Avenue 1999; prior thereto, Managing
NY, NY 10022 Director/Portfolio Manager at Phoenix Duff &
Phelps
Susan J. Ferber ................ Senior Vice President Senior Vice President of the Adviser since May
320 Park Avenue 1999; prior thereto, Vice President of Business
NY, NY 10022 Development, Argus Investors' Counsel
Jon J. LaBerge ................. Senior Vice President Senior Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Thomas Larsen ............... Executive Vice Executive Vice President of the Adviser since
320 Park Avenue President June 1998; prior thereto, Senior
NY, NY 10022 Vice President, Desai Capital Management
Stanley M. Lenkowicz ........ Senior Vice President, Senior Vice President and Deputy General
320 Park Avenue Deputy General Counsel, Mutual of America Life
NY, NY 10022 Counsel & Secretary
Nancy McAvey ................ Senior Vice President Senior Vice President of the Adviser
320 Park Avenue
NY, NY 10022
John P. Middleton ........... Senior Vice President Senior Vice President of the Adviser since
320 Park Avenue May 1999; prior thereto, Vice President,
NY, NY 10022 Raymond James & Associates
Paul Travers ................ Senior Vice President Senior Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Gary P. Wetterau ............ Senior Vice President Vice President of the Adviser
320 Park Avenue
NY, NY 10022
David Wood .................. Senior Vice President Senior Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Aline Couture ............... Vice President Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Doris Klug .................. Vice President Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Jonathan Lee ................ Vice President Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Robert H. Stewart ........... Vice President Vice President of the Adviser
320 Park Avenue
NY, NY 10022
Each of Palley-Needelman Asset Management, Inc. ("Palley-Needelman"), Oak
Associates, Ltd. ("Oak Associates") and Fred Alger Management, Inc. ("Alger
Management") is a subadviser for a portion of the Active Assets of the All
America Fund allocated to it. Each subadviser is registered as an investment
adviser under the Investment Advisers Act of 1940. The names, addresses and
positions of each director and officer of each subadviser are incorporated by
reference to the Form ADV of the subadviser filed with the Securities and
Exchange Commission, as set forth below.
Palley-Needelman Asset Management, Inc., Form ADV, SEC File No. 801-9755.
Oak Associates, Ltd., Form ADV, SEC File No. 801-23632.
Fred Alger Management, Inc., Form ADV, SEC File No. 801-06709.
C-5
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Mutual of America Securities Corporation (the "Distributor"), a
Delaware corporation, is the principal underwriter and distributor for Fund
shares.
(b) The names of the officers and directors of the Distributor, and their
positions with the Distributor and the Fund, are as follows:
[Enlarge/Download Table]
POSITION WITH
NAME DISTRIBUTOR POSITION WITH THE FUND
------------------------------ ---------------------------------- ---------------------------------
Thomas J. Moran .............. Chairman of the Board --
and Director
Dolores J. Morrissey ......... President and CEO President and Director
Amir Lear .................... Senior Vice President and CFO --
Manfred Altstadt ............. Senior Executive Vice Senior Executive Vice President,
President, Treasurer and Treasurer and Director
Director
Patrick A. Burns ............. Senior Executive Vice Senior Executive Vice President,
President, General Counsel and General Counsel and Director
Director
Salvatore R. Curiale ......... Senior Executive Vice --
President and Director
Stanley M. Lenkowicz ......... Senior Vice President, Secretary Senior Vice President, Deputy
and Director General Counsel and Secretary
Howard Lichtenstein .......... Director --
William S. Conway ............ Executive Vice President/ --
Marketing
Paul J. Costagliola .......... Vice President and --
Compliance Officer
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-3 promulgated thereunder, will be maintained
by the Adviser at its offices at 320 Park Avenue, New York, New York 10022 or
with its custodian.
ITEM 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
The Fund hereby undertakes, if requested to do so by the holders of at
least 10% of the Fund's outstanding shares, to call a meeting of shareholders
for the purpose of voting upon the question of removal of a director or
directors and to assist in communications with other shareholders as required
by applicable law and regulations.
C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that it meets all the requirements
for effectiveness of this post-effective amendment to Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this post-effective amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 4th day of June, 1999.
MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
(Registrant)
By: /s/ DOLORES J. MORRISSEY
-------------------------------------
TITLE: PRESIDENT
Pursuant to the requirement of the Securities Act of 1933, this post-
effective amendment to Registration Statement has been signed below by the
following persons in the capacities indicated on June 4, 1999.
[Enlarge/Download Table]
SIGNATURES TITLE
---------- -----
/s/ DOLORES J. MORRISSEY President and Director
--------------------------------------- (Principal Executive Officer)
(DOLORES J. MORRISSEY)
* Director
---------------------------------------
KEVIN M. KEARNEY
* Director
---------------------------------------
JOHN T. SHARKEY
* Director
---------------------------------------
JOHN R. SILBER
* Director
---------------------------------------
STANLEY SHMISHKISS
* Director
---------------------------------------
PATRICK J. WAIDE, JR.
* Executive Vice President and Chief Financial Officer
--------------------------------------- (Principal Financial and Accounting Officer)
JOHN R. GREED
*By /s/ DOLORES J. MORRISSEY
----------------------------------
(DOLORES J. MORRISSEY, ATTORNEY-IN-FACT)
C-7
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
------- ----
1(a) Articles of Incorporation of Mutual of America Institutional Funds,
Inc. (the "Fund"), dated October 26, 1995
1(b) Articles Supplementary, dated February 20, 1996
1(c) Articles Supplementary, dated April 8, 1996
1(d) Articles Supplementary, dated December 2, 1996
1(e) Articles Supplementary, dated February 24, 1997
2 By-Laws of the Fund
5 Distribution Agreement between the Fund and Mutual of America
Securities Corporation, as Distributor
8(c) Agreement to Pay Operating Expenses between the Fund and the Adviser
Dates Referenced Herein and Documents Incorporated by Reference
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