April 27, 2007
VIA EDGAR
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Mr. Sonny Oh
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Comments on Post-Effective Amendment No. 29 to the Registration Statement
on Form N-1A of Mutual of America Investment Corporation (File Nos.
33-6486; 811-5084)
Dear Mr. Oh:
On behalf of the above-referenced registrant, set forth below are the
comments that you provided by telephone to me and Elizabeth Edson on April 6,
2007, concerning Post-Effective Amendment No. 29 to the Registration Statement
on Form N-1A of Mutual of America Investment Corporation (the "Investment
Company"), which was filed with the SEC on February 12, 2007, and the Investment
Company's responses thereto. The responses are reflected in Post-Effective
Amendment No. 30 to the Investment Company's Registration Statement filed with
the SEC today. Unless otherwise noted, defined terms have the same meanings as
in the Registration Statement.
In addition, as Ndenisarya Meekins discussed with you by telephone on April
13, 2006, the Investment Company has made additional revisions to streamline and
clarify the prospectus disclosure as well as eliminate unnecessary repetitive
disclosure. In this process, the prospectus has been reorganized as described in
response to your comments below.
PROSPECTUS
GENERAL
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1. COMMENT: On the front cover page, delete references to unaffiliated
entities.
RESPONSE: The Investment Company has made the requested change.
2. COMMENT: On the back cover page, update the telephone number for the SEC
Public Reference Room to reflect 1-202-942-8090.
Mr. Sonny Oh
April 27, 2007
Page 2 of 11
RESPONSE: The Investment Company has made the requested change.
3. COMMENT: Confirm reference page numbers throughout the prospectus.
RESPONSE: The Investment Company has reviewed the page number references
throughout the prospectus and has made appropriate revisions.
SUMMARY OF HOW OUR FUNDS INVEST
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4. COMMENT: In accordance with Item 4(a) of Form N-1A, for each fund, as
appropriate, disclose whether its investment objective is fundamental or
non-fundamental and can be changed without shareholder approval.
RESPONSE: The Investment Company has made the requested change. Each fund's
investment objective is non-fundamental and may be changed without
shareholder approval. A general statement pertaining to each fund's
investment objective has been added to page 1 of the revised prospectus.
5. COMMENT: In accordance with Rule 35d-1 of the 1940 Act, for each fund, as
appropriate, include disclosure regarding the fund's policy to invest at
least 80% of its assets in securities implicated by its name. Also, include
the corresponding disclosure that the fund may not change its 80% policy
without providing shareholders at least 60 days prior written notice.
RESPONSE: The Investment Company notes that a general statement pertaining
to each applicable Fund's 80% policy appeared in the section entitled
DETAILS ABOUT HOW OUR FUNDS INVEST. The Investment Company has clarified
this disclosure and moved it to page 1 of the revised prospectus in the
section entitled SUMMARY OF HOW OUR FUNDS INVEST.
6. COMMENT: In accordance with Item 4(b)(1) and (c) of Form N-1A, for each
fund, confirm the principal investment strategies and confirm that the
corresponding principal risks are disclosed in the fund summary. For each
fund, when principal investment strategies are added to the summary, please
add disclosure reflecting the corresponding principal risk resulting from
that added strategy.
RESPONSE: The Investment Company has reviewed the investment strategies and
confirmed that the risks for each principal investment strategy has been
Mr. Sonny Oh
April 27, 2007
Page 3 of 11
included. In addition, as noted above, the Investment Company has
reorganized the prospectus disclosure and has moved the risk disclosure for
all of the funds into a new section entitled PRINCIPAL RISKS.
7. COMMENT: In accordance with Instruction 6 to Item 4(b)(1) of Form N-1A, for
each fund, as appropriate, disclose any temporary defensive policy, if
applicable.
RESPONSE: No change was made in response to this Comment 7. The Investment
Company has confirmed that no Fund, other than the Composite Fund, has a
temporary defensive policy. In addition, no change has been made to the
existing disclosure regarding the Composite Fund's policy.
8. COMMENT: Review and confirm the placement of the section entitled VALUE AND
GROWTH STOCKS. It is not clear why this disclosure appears as part of the
disclosure relating to the All America Fund. Additionally, revise this
section to include disclosure that the adviser's measure of intrinsic value
may not be accurate and stocks chosen by the adviser may perform poorly.
RESPONSE: The section entitled VALUE AND GROWTH STOCKS was originally
intended as a footnote and appeared as it did in the text of the All
America Fund description as a function of the EDGAR conversion. As noted
above, the Investment Company has reorganized the disclosure in the
prospectus and determined that a clearer way to present the information
regarding value stocks and growth stocks is in the section regarding
PRINCIPAL RISKS. Each Fund that invests in value or growth stocks now cross
references an appropriate risk. In addition, the Investment Company revised
the description of the new value stock risk to include disclosure regarding
the adviser's measure of intrinsic value and its effect on fund
performance.
9. COMMENT: In the section relating to the MID CAP VALUE FUND, move the
following disclosure into the sub-section entitled "Risks" for this Fund:
"Securities issued by companies with mid-sized market capitalizations
generally trade in lower volumes and are subject to greater, less
predictable price changes than the securities of companies with larger
market capitalizations."
RESPONSE: As noted above, the Investment Company has reorganized the
disclosure in the prospectus and determined that a clearer way to present
the information regarding risks relating to the market capitalization of
companies is to incorporate this disclosure in the new section entitled
PRINCIPAL RISKS as "Small cap and mid cap risk" and "Large cap risk."
Mr. Sonny Oh
April 27, 2007
Page 4 of 11
10. COMMENT: In the section entitled MARKET CAPITALIZATIONS OF EQUITY ISSUERS
confirm the defined range of market capitalization for the Investment
Company's funds and delete the term "generally."
RESPONSE: The Investment Company has confirmed that each Fund uses the
market capitalizations established by its benchmark index to define the
universe of companies in which it may invest. The Investment Company has
clarified the disclosure in the section now entitled MARKET
CAPITALIZATIONS.
11. COMMENT: In the section entitled RISKS OF INVESTING IN ANY OF THE BOND
FUNDS, add disclosure that "below investment-grade securities are often
referred to as junk bonds."
RESPONSE: As noted above, the Investment Company has reorganized the
disclosure in the prospectus and determined that a clearer way to present
the information previously included in the section entitled RISKS OF
INVESTING IN ANY OF THE BOND FUNDS is to add a separate section entitled
PRINCIPAL RISKS that describes specific risks of investing in various
investments. This new risk section includes disclosure covering the risks
of investing in below investment grade securities. Additionally, in the
disclosure for each Fund that invests in "below investment grade
securities," the Investment Company has confirmed that disclosure also
appears that states these securities are commonly referred to as "junk
bonds."
12. COMMENT: In the section relating to the INTERNATIONAL FUND, supplementally,
explain to the staff the legal basis for the Fund being structured as a
fund-of-funds and the Fund's ability to invest in ETFs.
RESPONSE: The Fund is structured as a "fund-of-funds" which is permitted to
invest in ETFs in reliance on an exemptive order obtained by Barclays,
which permits investment companies (such as the Fund) to invest in its ETFs
beyond the limits of Section 12(d)(1)(A).
13. COMMENT: In the section relating to the INTERNATIONAL FUND, confirm the
disclosure regarding what other securities this fund invests in and the
corresponding risks of such investments. In addition, the disclosure
regarding investing in ETF's should be moved into the summary along with a
brief description of the risks of investing in ETFs.
RESPONSE: The Investment Company has confirmed the disclosure regarding
what securities the Fund will invest in. As noted above, the Investment
Company has reorganized the disclosure in the prospectus and determined
Mr. Sonny Oh
April 27, 2007
Page 5 of 11
that a clearer way to present the principal risks of each Fund, is to
include a separate section of the prospectus entitled PRINCIPAL RISKS. The
disclosure regarding risks of investing in ETFs has been incorporated into
this new section and a cross reference to the risk has been included in the
summary for the International Fund.
14. COMMENT: In the sections relating to the BOND FUND and the MID-TERM BOND
FUND, please confirm whether the funds invest in foreign debt securities
and add appropriate disclosure regarding the investment strategy and
attendant risks.
RESPONSE: The Investment Company has confirmed that each fund invests in
foreign debt securities. Appropriate revisions to the prospectus disclosure
have been incorporated.
15. COMMENT: In the section relating to the TARGET RETIREMENT FUNDS,
supplementally, explain to the staff the legal basis for the Board's
ability to transfer assets of a Maturing Retirement Fund to the Retirement
Income Fund without shareholder approval
RESPONSE: The Board of a Maturing Retirement Fund is permitted to transfer
the assets of such Fund to the Retirement Income Fund in reliance on Rule
17a-8 of the 1940 Act which permits mergers of affiliated companies and of
portfolios within the same investment company without shareholder approval
if certain requirements are met. The Board of each such Maturing Retirement
Fund will ensure that it has met the requirements of Rule 17a-8 prior to
any such merger.
16. COMMENT: In the section relating to the TARGET RETIREMENT FUNDS, clarify
the disclosure regarding what each fund may invest in. Consider moving the
Appendix that shows the allocation forward, or cross reference to the
Appendix.
RESPONSE: The Investment Company has made the requested change. The
information previously reported in Appendix A has been incorporated into
the section of the Prospectus titled SUMMARY OF HOW OUR FUNDS INVEST as a
table entitled TARGET ALLOCATION OF THE RETIREMENT FUNDS. Because of this
change, the Investment Company has revised the disclosure regarding each
Retirement Fund to delete the previous disclosure regarding how the fund's
assets are currently allocated.
17. COMMENT: In the section relating to the TARGET RETIREMENT FUNDS, identify
the Investment Company's Funds in which each Retirement Fund is invested.
Mr. Sonny Oh
April 27, 2007
Page 6 of 11
RESPONSE: The change made by the Investment Company in response to Comment
16 eliminates the need to make any further change in response to this
Comment 17. The new table entitled TARGET ALLOCATION OF THE RETIREMENT
FUNDS discloses the specific Investment Company Funds in which each
Retirement Fund is to be invested when it commences operations on or after
July 1, 2007. However, all Investment Company Funds are available for
investment by the Retirement Funds as determined by the Adviser from time
to time in conformity with each Retirement Fund's allocation model.
18. COMMENT: In the section relating to the TARGET RETIREMENT FUNDS, the
prospectus discloses that the Retirement Fund can invest in the
International Fund. Include disclosure of the risks of investing in
underlying funds. Additionally, add risks of investing in the Target
Retirement Funds and clarify the existing risk disclosure regarding
investing in bond funds and equity mutual funds
RESPONSE: The Investment Company has made the requested change.
19. COMMENT: In accordance with Instruction 7 to Item 4(a)(1) of Form N-1A, for
each fund, as appropriate, include disclosure regarding whether any Fund
engages in active trading of portfolio securities to achieve its principal
investment strategies.
RESPONSE: No change has been made in response to this Comment 19. The
Investment Company has confirmed that no Fund engages in active trading of
portfolio securities. In addition, the Investment Company has confirmed
that current portfolio turnover rates for the Funds are not high in
relation to similar funds in the market place. Appropriate disclosure
regarding portfolio turnover for each Fund is included in the SAI.
20. COMMENT: For each fund, in accordance with Instruction 4 to Item 4(a)(1) of
Form N-1A, disclose any policy to concentrate in securities of issuers in a
particular industry or group of industries, if applicable.
RESPONSE: No change has been made in response to this Comment 20. The
Investment Company has confirmed that no Fund has a policy to concentrate
its assets in a particular industry or group of industries.
ANNUAL FEES AND EXPENSES TABLE
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21. COMMENT: In the line item regarding Shareholder Fees, replace the term
"none" with "n/a".
Mr. Sonny Oh
April 27, 2007
Page 7 of 11
RESPONSE: The Investment Company has made the requested change.
22. COMMENT: In the line item regarding Acquired Fund Fees and Expenses,
confirm the footnote *** disclosure.
RESPONSE: The Investment Company has reviewed the footnote disclosure and
has made the appropriate revisions.
23. COMMENT: In the line item regarding Acquired Fund fees and Expenses,
confirm that the calculations were done in accordance with instructions
3(f) of Form N-1A Item 3 and format the fee table to reflect the
requirements for a fund-of-funds.
RESPONSE: The Investment Company has confirmed that the calculations were
done in accordance with Form N-1A and has made the appropriate revisions.
EXPENSE EXAMPLE
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24. COMMENT: In accordance with Instruction 5(b) of Item 3 regarding New Funds,
confirm that the expense example, with respect to the International Fund
and each Retirement Fund, will provide disclosure for only one and three
years.
RESPONSE: The Investment Company has made the requested change.
MANAGEMENT OF THE FUNDS
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25. COMMENT: Confirm the management fees disclosed for Equity Index and Mid-Cap
Index Funds and for International Fund.
RESPONSE: The Investment Company has confirmed that the management fees are
correct.
DETAILS ABOUT HOW OUR FUNDS INVEST
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26. COMMENT: In this section discussing EXCHANGE TRADED FUNDS, consider moving
the disclosure regarding 1940 Act limits for investments of underlying ETFs
and related exemptive orders forward in the prospectus.
RESPONSE: The Investment Company has made the requested change. The
relevant disclosure has been moved into this section of the prospectus
relating specifically to the International Fund.
Mr. Sonny Oh
April 27, 2007
Page 8 of 11
INFORMATION ABOUT FUND SHARES
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27. COMMENT: In accordance with Item 6(a) of Form N-1A, confirm that the
section entitled PRICING OF FUND SHARES, regarding the pricing of the
Allocation Funds, Retirement Funds and International Fund, includes
disclosure that explains that the fund's net asset value is calculated
based upon the net asset values of the registered open-end management
investment companies in which the funds invest.
Response: The Investment Company has made the requested change.
28. COMMENT: In accordance with Item 6(e) of Form N-1A, revise the disclosure
in the section entitled Frequent PURCHASES AND REDEMPTIONS OF FUND SHARES
to identify funds that might be more susceptible to arbitrage and frequent
trading (i.e. Small Cap Fund and International Fund).
RESPONSE: The Investment Company has made the requested change.
FINANCIAL HIGHLIGHTS
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29. COMMENT: In the preamble to the financial highlights, the disclosure
currently states that "The total returns shown below do not include charges
and expenses imposed at the Separate Account Level." Add disclosure that
states that if they did, the performance shown would have been lower.
RESPONSE: The Investment Company has made the requested change.
LEGAL PROCEEDINGS
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30. COMMENT: In accordance with Item 5(a)(3) of Form N-1A, describe any legal
proceedings to which the Investment Company, Adviser or Distributor is a
party.
RESPONSE: No change has been made in response to this Comment 30. The
Investment Company confirmed that there are no such legal proceedings to
disclose.
Mr. Sonny Oh
April 27, 2007
Page 9 of 11
STATEMENT OF ADDITIONAL INFORMATION
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31. COMMENT: Confirm accuracy and consistency in defined terms for both
Prospectus and Statement of Additional Information.
RESPONSE: The Investment Company has reviewed defined terms used in the
registration statement and has made appropriate revisions.
32. COMMENT: In accordance with Item 11 of Form N-1A, for each fund, confirm
that disclosure regarding each investment strategy used has been included.
RESPONSE: The Investment Company has reviewed the disclosure and has made
revisions as appropriate.
33. COMMENT: In accordance with Item 12(a) of Form N-1A, confirm that the
management information table 12(d)(i) includes all of the required
information (i.e. number of portfolios in fund complex overseen by
director.)
RESPONSE: The Investment Company has reviewed the disclosure and has made
revisions as appropriate.
34. COMMENT: In accordance with Item 12(b)(2) of Form N-1A, confirm that the
disclosure regarding board committees includes all of the required
information.
RESPONSE: The Investment Company has reviewed the disclosure and has made
revisions as appropriate.
35. COMMENT: In accordance with Item 12(b)(4) of Form N-1A, confirm that the
disclosure regarding board of director ownership of equity securities has
been included and appears in the correct format.
RESPONSE: The Investment Company has reviewed the disclosure and has made
revisions as appropriate.
36. COMMENT: In accordance with Item 18 of Form N-1A, confirm that the pricing
disclosure includes information regarding pricing with respect to
fund-of-funds and purchase of ETFs.
RESPONSE: The Investment Company has reviewed the disclosure and has made
revisions as appropriate.
Mr. Sonny Oh
April 27, 2007
Page 10 of 11
37. COMMENT: In accordance with Item 20(b) of Form N-1A, if appropriate,
include disclosure regarding commissions and other compensation received by
each affiliated broker.
RESPONSE: No change was made in response to this Comment 37. The Investment
Company notes that the section entitled PORTFOLIO TRANSACTIONS AND
BROKERAGE discloses that the Investment Company paid no commissions to
affiliated brokers.
PART C
38. COMMENT: In accordance with Item 23(i) of Form N-1A, please confirm that
legal opinions for Small Cap Growth Fund, Small Cap Value Fund, Mid Cap
Value Fund, International Fund and the Retirement Funds will be filed as
exhibits to the registration statement.
RESPONSE: The Investment Company has filed, as exhibits to Post-Effective
Amendment No. 30, opinions relating to the legality of shares for Small Cap
Growth Fund, Small Cap Value Fund, Mid Cap Value Fund, International Fund
and the Retirement Funds.
39. COMMENT: In accordance with Item 24 of Form N-1A, confirm that the Part C
includes disclosure for Control Persons and Principal Holders.
RESPONSE: The Investment Company has made the requested change.
40. COMMENT: In accordance with Item 28 of Form N-1A, confirm that the Part C
includes disclosure regarding the location of the Investment Company's
books and records.
RESPONSE: The Investment Company has made the requested change.
MISCELLANEOUS
41. COMMENT: Provide a response letter in the form of EDGAR correspondence in
regard to the comments above regarding this post-effective amendment.
RESPONSE: The Investment Company is filing this response letter in the form
of EDGAR correspondence with Post-Effective Amendment No. 30. The
Investment Company notes further that a letter providing "Tandy"
representations was filed with Post-Effective Amendment No. 29.
Mr. Sonny Oh
April 27, 2007
Page 11 of 11
* * * * *
We appreciate the opportunity to respond to your comments. If you have any
further comments or questions regarding this filing, please contact me at (212)
536-4024 or Thomas L. Martin at (212) 224-1562.
Sincerely,
/s/ Beth R. Kramer
Beth R. Kramer