THE SECURITIES ACT OF 1933 | ☒ |
PRE-EFFECTIVE AMENDMENT NO. | ☐ |
POST-EFFECTIVE AMENDMENT NO. 67 | ☒ |
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
AMENDMENT NO. 68 |
It is proposed that this filing will become effective: (check appropriate box) | |
☒ | immediately upon filing pursuant to paragraph (b) of Rule 485. |
☐ | on May 1, 2023 pursuant to paragraph (b) of Rule 485. |
☐ | 60 days after filing pursuant to paragraph (a)(1) of Rule 485. |
☐ | on May 1, 2023 pursuant to paragraph (a)(1) of Rule 485. |
☐ | 75 days after filing pursuant to paragraph (a)(2) of Rule 485. |
☐ | on May 1, 2023 pursuant to paragraph (a)(2) of Rule 485. |
PART C
OTHER INFORMATION
| Item 28. | Exhibits |
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101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Item 29. Persons Controlled By or Under Common Control with Registrant
The Adviser is an indirect wholly-owned subsidiary of Mutual of America Life Insurance Company (“Mutual of America”). Mutual of America is a New York mutual life insurance company, and as such no person has the direct or indirect power to control Mutual of America except by virtue of a person’s capacity as a director or executive officer. Each holder of an in-force insurance policy or annuity contract issued by Mutual of America has the right to vote for the election of directors of Mutual of America at annual elections and upon other corporate matters where policyholders’ votes are taken. Mutual of America’s ownership of its subsidiaries is as follows:
Mutual of America, a New York mutual insurance company, wholly owns
| • | Mutual of America Holding Company LLC, a Delaware limited liability company, and |
| • | Mutual of America Foundation, a New York not-for-profit corporation. |
Mutual of America Holding Company LLC wholly owns
| • | Mutual of America Securities LLC, a Delaware limited liability company, |
| • | Mutual of America Capital Management LLC (the “Adviser”), a Delaware limited liability company, |
| • | 320 Park Analytics LLC, a Delaware limited liability company, and |
| • | Mutual of America Insurance Agency LLC, a Delaware limited liability company. |
Mutual of America, through its separate accounts, owns substantially all of the shares of Mutual of America Variable Insurance Portfolio, a Maryland corporation registered under the 1940 Act as a management investment company whose shares are offered only to those separate accounts for funding variable life insurance and variable annuity products.
Mutual of America currently owns a significant amount of the Registrant’s outstanding shares.
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Item 30. Indemnification
Articles of Incorporation of the Investment Company. The Articles of Incorporation of the Investment Company provide in substance that no director or officer of the Investment Company shall be liable to the Investment Company or its shareholders for money damages, unless the director or officer is subject to liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties in the conduct of his or her office.
By-Laws of the Investment Company. The By-Laws of the Investment Company provide for the indemnification of present and former officers and directors of the Investment Company against liability by reason of service to the Investment Company, unless the officer or director is subject to liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (Disabling Conduct). No indemnification shall be made to an officer or director unless there has been a final adjudication on the merits, a dismissal of a proceeding for insufficiency of evidence of Disabling Conduct, or a reasonable determination has been made that no Disabling Conduct occurred. The Investment Company may advance payment of expenses only if the officer or director to be indemnified undertakes to repay the advance unless indemnification is made and if one of the following applies: the officer or director provides a security for his or her undertaking, the Investment Company is insured against losses from any lawful advances, or a reasonable determination has been made that there is reason to believe the officer or director ultimately will be entitled to indemnification.
Insurance. Coverage for officers, directors and managers of the Adviser, Distributor and the Fund is provided under an Investment Management insurance policy issued by Chubb, with excess coverage by CNA, The Hartford, and Travelers, to Mutual of America Life Insurance Company et al. The aggregate limit of liability under these policies is $35 million, with a $1,000,000 deductible per entity insured and no deductible for individual insureds. Coverage for Insurance Company Professional Liability coverage (errors and omissions) is provided under an Investment Management insurance policy issued by AIG, with excess coverage by The Hartford and CNA, to Mutual of America Life Insurance Company et al. The deductible is $1,000,000 for the entity, with an aggregate limit of liability under the primary policy of $30 million.
Operating Agreement of the Adviser. The Operating Agreement of Mutual of America Capital Management LLC, the Investment Company’s Adviser, provides for the indemnification by the Adviser of present and former directors and officers of the Adviser and of any organization for which service is rendered at the request of the Adviser and permits the advance payment of expenses in certain circumstances for covered persons in connection with suits by third parties and derivative suits. Each covered person must have acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Adviser and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. If in connection with a derivative suit a covered person shall have been adjudged to be liable to the Adviser, indemnification shall not be made unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is entitled to indemnity. Thus, the officers, directors and managers of the fund and the Adviser are indemnified by the Adviser for their services in connection with the Investment Company to the extent set forth in the Operating Agreement.
By-Laws of the Principal Underwriter. The By-Laws of Mutual of America Securities LLC (“Securities LLC”), the principal underwriter for the Investment Company, provide for the indemnification by Mutual of America of present and former directors and officers of Securities LLC and of any organization for which service is rendered at the request of Securities LLC and permits the advance payment of expenses in certain circumstances for covered persons in connection with suits by third parties and derivative suits. Each covered person must have acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Securities LLC and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Thus, the officers and directors of Securities LLC are indemnified by Mutual of America for their services in connection with the Investment Company to the extent set forth in the By-Laws.
Undertaking. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by
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a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
Mutual of America Capital Management LLC (the “Adviser”) is the investment adviser to the Investment Company, and is registered as an investment adviser under the Investment Advisers Act of 1940. The names, addresses and positions with the Adviser of each Manager and Officer of the Adviser is set forth below.
Name | Positions With Adviser | Principal Occupation During Past Two Years | ||
Mark C. Alexander c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Arthur J. Kania Dean and Professor of Law, Villanova University Charles Widger School of Law | ||
Theresa A. Bischoff c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Partner, R.C. Consulting, LLC; formerly Chief Executive Officer, American Red Cross of Greater New York | ||
Noreen Culhane c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Retired, formerly Executive Vice President, NYSE | ||
Nathaniel A. Davis c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Retired, formerly executive Chairman of the Board and Chief Executive Officer, Stride, Inc.; prior thereto Managing Director, Rannd Advisers | ||
John E. Haire c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Managing Partner, Haire Media Ventures; formerly CEO, Concern Worldwide, U.S.; formerly CEO, Parade Media Group | ||
Christopher C. Quick c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | General Partner, Burke & Quick Holdings, LLP; formerly Vice Chairman, Banc of America Specialist | ||
James E. Quinn c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Retired, formerly President, Tiffany & Co. | ||
John J. Stack c/o Mutual of America 320 Park Avenue New York, NY 10022 | Manager | Retired, formerly Chairman and CEO of Ceska Sporitelna, Prague, Czech Republic | ||
Jason A. D’ Angelo 320 Park Avenue NY, NY 10022 | General Counsel | Executive Vice President and General Counsel as of July 2022; formerly Executive Vice President and Deputy General Counsel as of February 2022; prior thereto Partner, Herrick, Feinstein LLP | ||
Chris W. Festog 320 Park Avenue NY, NY 10022 | Senior Executive Vice President, Chief Financial Officer and Treasurer | Senior Executive Vice President and Chief Financial Officer of Mutual of America Life Insurance Company | ||
Joseph Gaffoglio 320 Park Avenue NY, NY 10022 | President | President | ||
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Name | Positions With Adviser | Principal Occupation During Past Two Years | ||
Kyle Medlin 320 Park Avenue NY, NY 10022 | Senior Vice President and Chief Compliance Officer | Senior Vice President and Chief Compliance Officer of Mutual of America Life Insurance Company as of March 2023; prior thereto Vice President, Compliance | ||
Christopher S. Malfant 320 Park Avenue NY, NY 10022 | Executive Vice President, Head of Fixed Income | Executive Vice President, Head of Fixed Income as of June 2022; formerly Portfolio Manager, AIG Investments | ||
Stephen J. Rich 320 Park Avenue NY, NY 10022 | Chairman and Chief Executive Officer | Chairman and Chief Executive Officer | ||
Michelle A. Rozich 320 Park Avenue NY, NY 10022 | Executive Vice President, Enterprise Risk Management and Internal Auditor | Executive Vice President, Enterprise Risk Management and Internal Auditor | ||
Marguerite H. Wagner 320 Park Avenue NY, NY 10022 | Executive Vice President, Equities Portfolio Manager | Executive Vice President, Equities Portfolio Manager of the Adviser | ||
Jeff Young Easton, OH | Executive Vice President, Head of Investment Products | Executive Vice President, Head of Investment Products as of March 2022; formerly Senior Director, Product Management, FIS | ||
Jamie A. Zendel 320 Park Avenue NY, NY 10022 | Executive Vice President, Quantitative Research, Equity Indexes, Trading and Administration | Executive Vice President, Quantitative Research, Equity Indexes, Trading and Administration; formerly Senior Vice President and Head of Quantitative Research | ||
James P. Accurso 320 Park Avenue NY, NY 10022 | Senior Vice President, Director of Fixed Income Research | Senior Vice President of the Adviser | ||
Duygu Akyatan 320 Park Avenue NY, NY 10022 | Senior Vice President, Director of Equity Research | Senior Vice President, Director of Equity Research as of March 2022; formerly Vice President, Equities Research | ||
Jacqueline Sabella 320 Park Avenue NY, NY 10022 | Senior Vice President, Fixed Income | Senior Vice President of the Adviser | ||
Christopher W. Butler 320 Park Avenue NY, NY 10022 | Vice President, Equities Research | Vice President of the Adviser | ||
Martin F. Fetherston 320 Park Avenue NY, NY 10022 | Vice President, Fixed Income | Vice President of the Adviser | ||
Kevin Frain 320 Park Avenue NY, NY 10022 | Vice President, Equities Research | Vice President of the Adviser | ||
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Name | Positions With Adviser | Principal Occupation During Past Two Years | ||
Andrew Hirschfeld 320 Park Avenue NY, NY 10022 | Vice President, Fixed Income Quantitative Analyst | Vice President of the Adviser | ||
Alexander Kotlyar 320 Park Avenue NY, NY 10022 | Vice President, Equities Research | Vice President of the Adviser | ||
Amy Latkin 320 Park Avenue NY, NY 10022 | Corporate Secretary | Vice President and Associate General Counsel of Mutual of America Life Insurance Company | ||
Robert J. Lewis III 320 Park Avenue NY, NY 10022 | Vice President, Fixed Income Research | Vice President of the Adviser | ||
Isabel Macalintal 320 Park Avenue NY, NY 10022 | Vice President, Equities Research | Vice President of the Adviser | ||
Bradley Ohlmuller 320 Park Avenue NY, NY 10022 | Vice President, Equities | Vice President of the Adviser since March 2022; formerly Director, Hedge Fund Strategies, Crestline Investors, Inc. | ||
Joseph P. O’Reilly 320 Park Avenue NY, NY 10022 | Vice President, Marketing | Vice President of the Adviser | ||
Nirav Parikh 320 Park Avenue NY, NY 10022 | Vice President, Equities Research | Vice President of the Adviser | ||
John Polcari 320 Park Avenue NY, NY 10022 | Vice President, Fixed Income Research | Vice President of the Adviser | ||
Jerry H. Tempelman 320 Park Avenue NY, NY 10022 | Vice President, Fixed Income Analyst | Vice President of the Adviser as of October 2021; formerly Director at Moody’s Analytics | ||
Bryant Law 320 Park Avenue NY, NY 10022 | Second Vice President, Fixed Income | Second Vice President of the Adviser | ||
Ron Viener 320 Park Avenue NY, NY 10022 | Second Vice President, Equities Trader | Second Vice President of the Adviser | ||
Paul Welsh 320 Park Avenue NY, NY 10022 | Second Vice President, Administration | Second Vice President of the Adviser | ||
Erik Wennerstrum 320 Park Avenue NY, NY 10022 | Second Vice President, Quantitative Research | Second Vice President of the Adviser | ||
| Item 32. | Principal Underwriters |
(a) Mutual of America Securities LLC (“Securities LLC”), the principal underwriter of the Registrant, acts as principal underwriter of Mutual of America Variable Insurance Portfolios, Inc., and as principal underwriter of Mutual of America Separate Account No. 2 and Mutual of America Separate Account No. 3, and as principal underwriter of The American Separate Account No. 2 and The American Separate Account No. 3 of The American Life Insurance Company of New York, now known as Wilton Re.
(b) The name, business address and position of each senior officer and director of Securities LLC are as follows:
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| Board of Managers | ||||
Name and Principal Business Address | Positions and Offices with Principal Underwriter | Positions and Offices with Fund | ||
| Brian Q. Severin | Chairman, President, Chief Executive Officer | NA | ||
| Christopher Bailey | Manager | NA | ||
| Chris Festog | Manager | President, Chief Executive Officer and Principal Executive Officer | ||
| Joseph R. Gaffoglio | Manager | NA | ||
| Officers | ||||
Name and Principal Business Address | Positions and Offices with Principal Underwriter | Positions and Offices with Fund | ||
| Brian Severin | President and Chief Executive Officer | NA | ||
| Christopher Bailey | Executive Vice President, Sales Operations | NA | ||
| Amy Latkin | Corporate Secretary | Secretary | ||
| Kyle Medlin | Chief Compliance Officer | Chief Compliance Officer | ||
| Christopher M. Miseo | Senior Vice President, Chief Financial Officer and Treasurer | Assistant Treasurer | ||
| Michelle A. Rozich | Executive Vice President, Enterprise Risk Management and Internal Auditor | Chief Risk Officer | ||
| Brie Steingarten | Associate General Counsel | NA | ||
| Paul Stephen | Senior Vice President, Controller | NA | ||
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| * | The business address of all officers is 320 Park Avenue, New York, New York 10022-6839, unless otherwise noted. The business address of all directors is c/o Mutual of America, 320 Park Avenue, New York, New York 10022-6839. |
(c) The Funds have no principal underwriter who is not an affiliated person of the Funds or an affiliated person of such person.
| Item 33. | Location of Accounts and Records |
The records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rule 31a-3 promulgated thereunder will be maintained by the Adviser and Underwriter each at its offices at 320 Park Avenue, New York, New York 10022 or with its custodian, Brown Brothers Harriman & Co. at 50 Post Office Square, Boston, MA 02110, or with its transfer agent, FIS Investor Services LLC at 4249 Easton Way, Suite 400, Columbus, OH 43219.
| Item 34. | Management Services |
Not applicable.
| Item 35. | Undertakings |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the registrant certifies that it meets all the requirements for effectiveness of this post-effective amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this post-effective amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, the State of New York, on the 1st of May, 2023.
| MUTUAL OF AMERICA INVESTMENT CORPORATION | ||
| By: | /s/ Chris Festog | |
| Chairman, President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on May 1, 2023.
Signatures | Title | |||||
/s/ Chris Festog | Director; Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||||
| Chris Festog | ||||||
/s/ Aferdita Gutierrez | Executive Vice President and Treasurer (Principal Accounting Officer) | |||||
| Aferdita Gutierrez | ||||||
* | Director | |||||
| Carolyn N. Dolan | ||||||
* | Director | |||||
| Stanley E. Grayson | ||||||
* | Director | |||||
| LaSalle D. Leffall, III | ||||||
* | Director | |||||
| John W. Sibal | ||||||
* | Director | |||||
| Margaret M. Smyth | ||||||
* | Director | |||||
| William E. Whiston | ||||||
| * By: | /s/ Jason D’Angelo | |||||
| Jason D’Angelo | ||||||
| Attorney-in-Fact | ||||||
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