Exhibit 99
MUTUAL OF AMERICA INVESTMENT CORPORATION
CODES OF ETHICS
Revised: November 4, 2004
Preamble: This Document contains two major sections. The first section covers
the Code of Ethics required to ensure compliance with Rule 17j-1 of the
Investment Company Act of 1940. The second section is designed and intended to
assure compliance with the Code of Ethics requirements of the Sarbanes-Oxley Act
of 2002. The two sections are not mutually exclusive and must be observed
independently by each person to whom they are intended to apply, so that both
sections may apply to some individuals while one or the other may be applicable
to other individuals.
A. Rule 17j-1 Code of Ethics - Fund Officers and Directors
1. General Principles
Mutual of America Investment Corporation recognizes its responsibility to be
familiar with and to ensure its compliance with the provisions of the Investment
Company Act of 1940 (the "1940 Act"), the Securities Act of 1933, the Securities
Exchange Act of 1934, and the rules and regulations of the Securities and
Exchange Commission promulgated under those Acts. These provisions require that
the Fund's officers and directors should at all times conduct the Fund's
operations with fidelity to the interests of the Fund's shareholders and in
conformity with just and equitable principles.
Certain fundamental principles govern the personal investment activities of the
Fund's personnel, namely: (1) the duty at all times to place the interests of
Fund shareholders first; (2) the requirement that all personal securities
transactions be conducted consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential conflict of interest or any abuse of
an individual's position of trust and responsibility; and (3) that investment
company personnel should not take inappropriate advantage of their positions.
This Code of Ethics establishes rules of conduct that govern personal investment
activities of the Fund's officers and directors and gives effect to the
prohibitions on fraudulent and manipulative practices set forth in Rule 17j-1
under the 1940 Act. The Code does not attempt to identify all possible conflicts
of interest, and literal compliance with the Code will not shield access persons
from liability for personal trading or other conduct that violates a fiduciary
duty owed to shareholders.
2. Definitions
(a) Access person--any director or officer of the Fund or any advisory person
of the Fund or its adviser.
(b) Advisory person--(i) any director, officer or employee of the Fund or its
adviser (or of any company in a control relationship to the Fund or its
adviser) who, in connection with his or her regular functions or duties,
makes, participates in or obtains information regarding the purchase of
sale of securities by the Fund, or whose functions relate to the making of
any recommendations with respect to purchases or sales by the Fund, and
(ii) any natural person in a control relationship to the Fund who obtains
information regarding securities recommendations being made to the Fund
with regard to the purchase or sale of securities.
(c) Beneficial ownership--shall have the meaning provided in Section 16 of the
Securities Exchange Act of 1934 and shall include ownership by immediate
family members who reside in the same household, such as a spouse and
dependent children.
(d) Equivalent security--a security that has a substantial economic
relationship to another security, including with respect to an equity
security any convertible security, option or warrant relating to that
security, and with respect to a fixed income security any security having
the same issuer, maturity, coupon and rating.
(e) Fund--Mutual of America Investment Corporation
(f) Independent Director--a director of the Fund who is not an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940.
(g) Investment personnel--the Fund's portfolio managers, the President of the
Fund, and any other advisory persons who provide investment information
and/or advice to any portfolio manager and/or help execute any portfolio
manager's investment decisions, including advisory persons who are
research analysts and traders.
3. Restrictions on Personal Investing Activities
(a) Black-out periods. No access person shall engage directly or indirectly in
any securities activities in anticipation of a transaction by the Fund.
Accordingly, securities transactions will not be permitted during certain
periods as set forth below.
(i) Access persons other than investment personnel. No access person
shall purchase or sell, directly or indirectly, any security in
which he or she has, or by reason of such transaction acquires, any
direct or indirect beneficial ownership on any day during which the
Fund has a pending "buy" or "sell" order in the same or an
equivalent security or the Fund's investment adviser or any advisory
person is actively considering recommending the security to the Fund
for purchase or sale. The prohibition shall continue until the
Fund's investment adviser or advisory person decides not to
recommend the purchase or sale, or, if an order is pending, until
the order is executed or withdrawn. This prohibition shall not apply
to an independent director unless the director has actual knowledge
of any pending trade or recommendation. A transaction inadvertently
effected in violation of this paragraph (a)(i) will not be
considered a violation of this Code if the transaction was
pre-cleared
pursuant to Section 5 and the access person did not have prior
knowledge of trading by the Fund in the same or an equivalent
security
(ii) Investment personnel. No investment personnel shall purchase or
sell, directly or indirectly, any security in which he or she has,
or by reason of such transaction acquires, any direct or indirect
beneficial ownership within seven (7) days prior to or after the
Fund's transaction in the same or equivalent security, or if the
Fund is actively considering a recommended security for purchase or
sale until seven (7) days after the Fund takes action with respect
to the recommendation.
(iii) Any profits realized in violation of paragraph (a)(i) or (ii) shall
be disgorged.
(b) Short-term trading. No access persons shall profit in the purchase and
sale, or sale and purchase, of the same or equivalent securities within 60
calendar days, unless prior written clearance is given by the President of
the Fund or his/her designee, or the Chief Financial Officer when the
President is seeking approval, on the basis that no abuse is involved and
the equities of the situation support approval of the trade. Any profits
realized in violation of this paragraph (b) shall be required to be
disgorged.
(c) IPOs. Access persons (other than investment personnel) may purchase
securities in an initial public offering only with written pre-clearance
pursuant to Section 5. Investment personnel shall not purchase securities
in any initial public offering.
(d) Private Placements. No access person shall purchase any security in a
private placement (a sale exempt from the registration requirements of the
Securities Act of 1933) without written pre-clearance pursuant to Section
5. An advisory person shall disclose such investment prior to
participating in the Fund's subsequent consideration of an investment in
the same issuer, and such consideration shall be subject to an independent
review by advisory persons who do not have any direct or indirect interest
in the issuer.
4. Purchases and Sales Not Subject to Personal Investing Restrictions
An access person shall not be prohibited under Section 3 of this Code from
making the following purchases and sales of securities:
(a) purchases or sales effected in any account over which an access person has
no direct or indirect influence or control, which shall include any
account of the access person that is managed on a discretionary basis by a
person other than the access person and with respect to which the access
person does not in fact influence or control transactions;
(b) purchases or sales of securities which are not eligible for purchase or
sale by the Fund;
(c) purchases or sales of securities which are direct obligations of the
United States Government, bankers' acceptances, bank certificates of
deposit, commercial paper, high quality short-term debt instruments
(including repurchase agreements) and shares of registered open-end
investment companies (mutual funds) ("Noncovered Securities");
(d) purchases or sales of securities that are non-volitional on the part of
the access person;
(e) purchases effected upon exercise of rights issued by an issuer pro rata to
all holders of a class of its securities to the extent such rights were
acquired from such issuer, and sales of such rights so acquired;
(f) purchases or sales in index options effected on a broad-based index if the
access person has no prior knowledge of activity in such index by the
Fund; and
(g) purchases which are part of an automatic investment plan in which regular
periodic purchases (or withdrawals) are made automatically in (or from)
investment accounts in accordance with a predetermined schedule and
allocation. An automatic investment plan includes dividend reinvestment
plans.
5. Pre-Clearance of Securities Transactions
(a) Access persons (excluding each independent director unless the director
has actual knowledge of the Fund's trades) must preclear their personal
securities transactions, other than purchases or sales identified in
Section 4 of this Code, by obtaining prior written clearance from the
President of the Fund or his/her designee, or the Chief Financial Officer
when the President of the Fund is seeking approval.
(b) If a transaction is not effected on a timely basis (within 48 hours) after
written preclearance is granted, a request for preclearance must be
resubmitted by the access person. A copy of each preclearance shall be
provided promptly to the Fund's Chief Compliance Officer.
(c) Preclearance of a private placement transaction or initial public offering
will be granted only when the Fund's interests are not disadvantaged and
the opportunity is not being offered to an individual by virtue of his/her
position with the Fund. The preclearance shall state the rationale
supporting the acquisition of securities in an IPO or private placement.
6. Other Restricted Activities
(a) Gifts. No access person shall accept any gift or other thing of more than
de minimis value from any person or entity that does business with or on
behalf of the Fund. Generally, access persons are limited to receipt in
any year of gifts of not more than $100 in value, an occasional dinner or
occasional receipt of theatre or sporting event tickets.
(b) Service as a director. No access person, other than an independent
director, shall serve on the board of directors of a publicly traded
company without obtaining prior written clearance from the President of
the Fund or his/her designee, or the Chief Financial Officer when the
President is seeking approval.
(c) Recommendation when interested. No access person shall recommend any
securities transaction by the Fund without disclosing any direct or
indirect interest he or she has in
the securities or the issuer, including any ownership, position held with
the issuer or its affiliates, or any present or proposed business
relationship between the issuer (or its affiliates) and the access person
or a party related to the access person.
7. Reporting
(a) Initial and annual holdings reports. Each access person, other than an
independent director, shall disclose all securities in which the access
person has direct or indirect beneficial ownership, except securities
described under Section 4(a) and 4(c) of this Code, within 10 days of
becoming an access person and within 30 days of the end of each calendar
year, by submitting a report to the Chief Compliance Officer in the form
required by him or her ("holdings report"). Each holdings report shall
state the title, number of shares and principal amount of the security
involved, the name of any broker, dealer or bank with whom an account is
maintained and shall reflect the date submitted and shall be current as of
45 days or less prior to the date the person becomes an access person or
files the report as the case may be.
(b) Quarterly transaction reports. Each access person shall report to the Fund
every transaction in a security in which he or she has, or by reason of
such transaction acquires, any direct or indirect beneficial ownership,
except purchases and sales of securities listed in Section 4(a) (c) and
(g) of this Code, whether or not a transaction covered by this Code takes
place. A quarterly report is due within 30 days after the end of each
calendar quarter, and each report must indicate the date it is submitted
by the access person.
(i) Each quarterly report shall state the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each security; the date and nature of the
transaction (i.e., purchase, sale or other acquisition or
disposition); the price at which it was effected; the name of the
broker, dealer or bank with or through whom the transaction was
effected; and the name of the broker, dealer or bank with whom any
account has been established and the date thereof.
(ii) A quarterly report also may contain a statement declaring that the
reporting or recording of any such transaction shall not be
construed as an admission that the access person making the report
has any direct or indirect beneficial ownership in the security(ies)
reported.
(c) Quarterly reports by independent directors. An independent director shall
not be required to make any quarterly report required under (b) above or
supply confirmations or account statements if such person would be
required to make any such a report solely by reason of being a director of
the Fund, unless the director, at the time of the director's transaction
in a security (other than a Noncovered Security listed in Section 4(c)),
knew or, in the ordinary course of fulfilling his or her official duties
as a director of the Fund should have known, that during the 15-day period
immediately before or after the date of the transaction such security was
purchased or sold by the Fund or such purchase or sale by the Fund was
being considered by the Fund or its investment adviser.
(d) Brokerage statements. All access persons, other than independent
directors, shall direct their brokers to supply to the Fund's Chief
Compliance Officer, on a timely basis, duplicate copies of confirmations
of all personal security transactions and copies of periodic statements
for all accounts.
(e) Duplicate reporting--exceptions for quarterly reporting. Notwithstanding
(b) and (c) above, an access person need not make a quarterly transaction
report if the report would duplicate information contained in broker trade
confirmations or account statements received by the Fund with respect to
the access person for the period covered when all of the information
required under (b) above is contained in the broker trade confirmations or
account statements. No report is required to the extent that it duplicates
information required under Rule 204(2)a-13 of the Investment Advisers Act
of 1940 to be furnished to the Fund's adviser by the access person.
8. Review of Reports
Reports required to be made pursuant to Section 7 of this Code shall be provided
to the Fund's Chief Compliance Officer (or his or her designee). The reports
shall be reviewed by the compliance officer and by such Fund officers or
advisory persons as the President of the Fund designates.
9. Certificate of Compliance
Each access person must certify within 30 days of each year end that he or she
has:
(a) read the Code and understood it;
(b) complied with the Code's requirements during the past year; and
(c) disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
10. Administration
(a) Upon discovering a violation of this Code, the Fund may impose such
sanctions as it deems appropriate, including, among other things,
disgorgement of profits to the Fund or charity, a letter of censure, or
suspension or termination of the violator's employment or position.
(b) At least annually, the Fund will furnish a written report to its Board of
Directors:
(i) certifying that procedures reasonably necessary to prevent access
persons from violating this Code have been adopted;
(ii) disclosing any significant conflicts of interest by investment
personnel even if no violation of the Code has occurred, for example
from directorships held or stock owned in companies whose securities
are held by the Fund; and
(iii) describing any issues that have arisen under this Code or procedures
since the last report, including, but not limited to, information
about material violations of the Code or procedures and sanctions
imposed in response to the material violations.
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Summary of Code of Ethics Requirements
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Access Advisory Investmt Indep.
(See Notes below) Persons Person Person'l Directors
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see X-if know of
Black-out period--same day as Fund's trade X X below Fund's trade
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Black-out period--7-days before & after Fund's trade X
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Short-term trading (60 days)--pre-clearance required X X
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preclear-- see
IPOs--pre-clearance required with special review see below X below
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IPOs--not permitted X
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Private placemts--pre-clearance with special review X X X
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X-if know of
Pre-clearance of all transactions except those in ss.4 X X X Fund's trade
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Gifts restricted to de minimis amount X X X X
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Service as director on public co.--pre-clearance req'd X X X
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Recommendations made--disclosure if own security X X X X
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Initial and annual holdings reports X X X
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Quarterly transaction reports*--every quarter X X X
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Quarterly transaction reports*--if director at time of trade knows X
of Fund's trade 15 days before or after
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*Note: Quarterly reports cover all securities transactions except those listed in ss.4(a) & (c) of the Code
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Instruction to broker-dealers to deliver confirms and account X X X
statements to Fund's compliance officer
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Annual statement that have read & complied w/ Code X X X X
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1. For purposes of this chart, access persons means "access persons" as
defined in the Code who are not also within the definition of "advisory
persons" or "investment personnel".
2. For purposes of this chart, advisory persons means "advisory persons" as
defined in the Code who are not also within the definition of "investment
personnel".
3. Investment personnel means "investment personnel" as defined in the Code.
4. Special rules apply to directors who are "independent directors" as
defined in the Code.
5. "Access persons" as defined in the Code should consult with the Fund's
Compliance Officer if they have any questions as to whether they come
within the definition under the Code of "advisory person", "investment
personnel" or "independent director".
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B. Section 406 of Sarbanes Oxley - Code of Ethics for Principal Executive and
Senior Financial Officers
1. Covered Officers/Purpose of the Code
This Section B of Mutual of America Investment Corporation's ("Company") code of
ethics (this "Code Section") applies to the Company's Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer and
Controller (the "Covered Officers") for the purpose of promoting:
(a) Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships.
(b) Full, fair, accurate, timely and understandable disclosure in reports and
documents that a registrant files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public communications made by the
Company.
(c) Compliance with applicable laws and governmental rules and regulations.
(d) The prompt internal reporting of violations of this Code Section to an
appropriate person or persons identified in the Code.
(e) Accountability for adherence to this Code Section.
Each Covered Officer shall adhere to a high standard of business ethics and
shall be attentive to situations that may give rise to actual as well as
apparent conflicts of interest.
2. Actual and Apparent Conflicts of Interest
A "conflict of interest" occurs when a Covered Officer's private interest, or
that of another with whom he has a pecuniary interest or a duty is not served by
acts supportive of the interests of the Company and vice-versa.
Certain conflicts of interest arise out of the relationships between Covered
Officers and the Company and already are subject to conflict of interest
provisions under the Investment Company Act of 1940 ("Investment Company Act")
and the Investment Advisers Act of 1940 ("Investment Advisers Act"), as covered
in Section A of the within Codes of Ethics. For example, Covered Officers may
not individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Company because of their status as
"affiliated persons" of the Company. The Company's and the investment adviser's
compliance programs and procedures are designed to prevent, or identify and
correct, violations of these provisions. This Section of the Codes of Ethics
does not repeat, modify or replace the provisions of Section A of the Codes of
Ethics, which operate independently from this Section B.
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Conflicts can arise from, or as a result of, the contractual relationship
between the Company and its investment adviser of which the Covered Officers may
also be officers or employees. As a result, this Code Section recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Company or for the adviser, or for both), be involved in
establishing policies and implementing decisions that will have different
effects on the adviser and the Company. This is implicit in the contractual
relationship between the Company and the adviser and is consistent with the
performance by the Covered Officers of their duties as officers of the Company.
Thus, if performed in conformity with the provisions of the Investment Company
Act and the Investment Advisers Act, such activities will be deemed to have been
handled ethically. In addition, it is recognized by the Fund's Board of
Directors ("Board") that the Covered Officers may also be officers or employees
of one or more other investment companies covered by this or other codes.
Other conflicts of interest are covered by this Code Section even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under this Section of the Code, but these examples are not
exhaustive. The main, governing principle in all situations is that the personal
interest of a Covered Officer or such covered Officer's other relationship,
employer or affiliates should never be placed before the interest of the
Company.
Each Covered Officer must:
(a) Refrain from using his personal influence or personal relationships
improperly to influence investment decisions or financial reporting by the
Company whereby the Covered Officer would benefit personally (whether
directly or indirectly and financially or otherwise) to the detriment of
the Company.
(b) Refrain from causing the Company to take action, or to fail to take
action, for the individual personal benefit of the Covered Officer or its
other employer rather than the benefit the Company.
(c) Refrain from using material non-public knowledge of portfolio transactions
made or contemplated for the Company, to trade personally or to cause
others to trade personally in contemplation of the market effect of such
transactions.
(d) Report at least annually all affiliations or other relationships that
could give rise to conflicts of interest with Company.
Some possible or actual conflict of interest situations should always be
approved by the Chief Compliance Officer if material. Examples of these include:
(a) Service as a director on the board of any public or private company.
(b) The receipt of any gifts with a value in excess of $100.00.
(c) The receipt of any entertainment from any company with which the Company
has current or prospective business dealings unless such entertainment is
business-related, reasonable in cost, appropriate as to time and place,
and not so frequent or otherwise of a nature as to raise any question of
impropriety.
(d) Any ownership interest in, or any consulting or employment relationship
with, any of the Company's service providers, other than its investment
adviser, principal underwriter, administrator or any affiliated person
thereof.
(e) A direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising form the Covered Officer's employment, such as ordinary course
compensation.
3. Disclosure and Compliance
(a) Each Covered Officer shall familiarize himself with the disclosure
requirements generally applicable to the Company, including by way of
example prospectuses and shareholder reports.
(b) Each Covered Officer shall not knowingly misrepresent, or cause or permit
others to misrepresent, facts about the Company to others, including to
the Company's directors and auditors, and to governmental regulators and
self-regulatory organizations.
(c) Each Covered Officer shall, to the extent appropriate within his area of
responsibility, consult with other officers and employees of the Company
and the adviser with the goal of promoting full, fair, accurate, timely
and understandable disclosure in the reports and documents the Company
files with, or submit to, shareholders, the SEC and in other public
communications made by the Company, and
(d) It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules and
regulations.
4. Reporting and Accountability
Each Covered Officer must:
(a) Upon adoption of the Codes of Ethics (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that he has
received, read, and understands the Codes of Ethics.
(b) Annually thereafter affirm to the Board that he has complied with the
requirements of the Code.
(c) Refrain from retaliating against any other Covered Officer or any employee
of the Company or their affiliated persons for reports of potential
violations that are made in good faith, and
(d) Notify the Chief Compliance Officer promptly if he becomes aware of any
violation of this Code. Failure to do so is itself a violation of this
Code.
The Chief Compliance Officer is responsible for applying this Code Section to
specific situations in which questions are presented under it and has the
authority to interpret this Code Section in any particular situation. However,
any approvals or waivers sought by the Principal Executive Officer and Senior
Financial Officers will be considered by the Chief Compliance Officer.
The Company will follow these procedures in investigating and enforcing this
Code:
(a) The General Counsel or Chief Compliance Officer will take all appropriate
action to investigate any potential violations reported to him.
(b) If, after such investigation, the General Counsel or Chief Compliance
Officer believes that no violation has occurred, the General Counsel or
Chief Compliance Officer, as the case may be, is not required to take any
further action.
(c) Any matter that the General Counsel or Chief Compliance Officer believes
is a violation will be reported to the Audit Committee.
(d) If the Audit Committee concurs that a violation has occurred, it will
inform and, if appropriate, make a recommendation to the Board, for
appropriate action.
(e) The Audit Committee and Board will be responsible for granting waivers, as
appropriate; and
(f) Any changes to or waivers of this Code Section will, to the extent
required, be disclosed as provided by SEC rules.
5. Other Policies and Procedures
This Code Section shall be the sole code of ethics adopted by the Company for
purposes of complying with Section 406 of the Sarbanes-Oxley Act and the rules
and forms applicable to registered investment companies thereunder. Insofar as
other policies or procedures of the Company, its adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code Section, they
are superseded by this Code Section to the extent that they overlap or conflict
with the provisions of this Code Section. The Company's and its investment
adviser's and principal underwriter's codes of ethics under Rule 17j-1 under the
Investment Company Act and more detailed policies and procedures to implement
the Codes of Ethics are separate requirements applying to the Covered Officers
and others, and are not part of this Code Section.
6. Amendments
Any amendments to this Code Section must be approved or ratified by a majority
vote of the Board, including a majority of independent directors.
7. Confidentiality
All reports and records prepared or maintained pursuant to this Code Section
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code Section, such
matters shall not be disclosed to anyone other than the Board the appropriate
Company Officers and the Company's investment adviser.
8. Certain Terms
For the sake of convenience in drafting, the masculine pronoun has been used
throughout this document in referring to employees and officers. It is the
intent of this document that in all cases the use of the masculine pronoun shall
be deemed to include both masculine and feminine pronouns.
Date: November 4, 2004