Exhibit 8(c)
AGREEMENT TO PAY OPERATING EXPENSES
This Agreement to Pay Operating Expenses, dated April 1, 2002, which restates
and amends the Agreement to Pay Operating Expenses dated as of January 1, 1999
as amended September 1, 2000, is made between Mutual of America Capital
Management Corporation, a Delaware corporation (the Adviser), and Mutual of
America Institutional Funds, Inc., a Maryland corporation (the Investment
Company).
WHEREAS, the Adviser serves as investment adviser for the portfolios (the Funds)
of the Investment Company; and
WHEREAS, the Adviser has voluntarily reimbursed or otherwise limited the
operating expenses of each of the Funds since its inception date; and
WHEREAS, the Adviser has agreed to increase the amount of its voluntary
reimbursement for each Fund effective April 1, 2002; and
WHEREAS, the Investment Company desires that the Adviseris voluntary payment of
expenses be formalized in this Agreement, and the Adviser is willing to do so on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
Investment Company and the Adviser, intending to be legally bound, mutually
covenant and agree as follows:
Section 1. Payment of Expenses. The Adviser agrees to reimburse or otherwise
limit the expenses of the Funds, other than for advisory fees, extraordinary
expenses and portfolio transaction costs, so that such expenses on an annual
basis will be equal to 0%.
As a result of such reimbursements by the Adviser of operating expenses, the
Funds will have maximum total annual expenses as a percentage of average net
assets (excluding extraordinary expenses and portfolio transaction costs) equal
to their advisory fees, which are at the following annual rates of net assets:
Equity Index Fund -- .125% All America Fund -- .50%
Mid-Cap Equity Index Fund -- .125% Aggressive Equity Fund -- .85%
Bond Fund -- .45% Money Market Fund -- .20%
Section 2. Determination of Expense Accruals. As of April 1, 2002, the daily
expense accrual to be assessed against the net assets of each of the Funds will
be set at 0%. If at any time the Investment Company determines that a daily
expense accrual for extraordinary expenses should be assessed against the net
assets of one or more of the Funds, it will establish the appropriate rate of
daily expense accrual and will inform the Adviser of such rate.
Section 3. Payment of Expenses by the Adviser. The Adviser, on behalf of the
Funds and the Investment Company, will pay all bills and expenses of the Funds
and the Investment Company as they become due and payable, other than for
advisory fees, extraordinary expenses and portfolio transaction costs.
Section 4. Payment of Accrued Amounts to the Adviser. At the end of each
calendar month, the Investment Company will pay, or cause to be paid, to the
Adviser any amounts then held by the Investment Companyis custodian as a result
of daily accruals of extraordinary expenses against the net assets of the Funds
during that calendar month.
Section 5. Term of Agreement. This Agreement will continue in effect until
December 31, 2002 and will continue in effect from year to year thereafter
unless cancelled by (i) the Investment Company upon not less than 30 xxxxx
written notice to the Adviser, or (ii) the Adviser upon written notice to the
Investment Company delivered within the two week period between December 16 and
December 30, in which case this Agreement will terminate as of January 1 of the
upcoming year.
IN WITNESS WHEREOF, authorized officers of the Adviser and the Investment
Company have signed this Agreement as of the date first written above.
MUTUAL OF AMERICA CAPITAL MUTUAL OF AMERICA
MANAGEMENT CORPORATION INSTITUTIONAL FUNDS, INC.
By: By:
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Name: Xxxx Xxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President Title: President
Attest: Attest:
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Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx
Senior Vice President, Deputy Senior Vice President, Deputy
General Counsel and Secretary General Counsel and Secretary
