MUTUAL OF AMERICA INVESTMENT CORP
DEFS14A, 2000-01-13
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                            SCHEDULE 14A INFORMATION
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )


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    Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                    Mutual of America Investment Corporation
                    ----------------------------------------
                 Name of Registrant as Specified In Its Charter

    -------------------------------------------------------------------------
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    previously.  Identify the previous filing by registration  statement number,
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<PAGE>


                    MUTUAL OF AMERICA INVESTMENT CORPORATION
                    320 Park Avenue, New York, New York 10022
                                 1-212-224-1600

                         o  Equity Index Fund
                         o  All America Fund
                         o  Mid-Cap Equity Index Fund
                         o  Aggressive Equity Fund
                         o  Composite Fund
                         o  Bond Fund
                         o  Mid-Term Bond Fund
                         o  Short-Term Bond Fund
                         o  Money Market Fund


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
- --------------------------------------------------------------------------------

Notice is hereby given that a Special  Meeting of  Shareholders of the Mutual of
America Investment  Corporation will be held at the offices of Mutual of America
Life Insurance  Company,  320 Park Avenue, New York, New York 10022, on February
28, 2000, at 2:30 p.m., Eastern time, for the following purposes:

      1. To elect a Board of Directors;

      2. To approve amendments to all of the fundamental investment restrictions
         of the Funds;

      3. To  ratify  the  selection  of  Arthur   Andersen  LLP  as  independent
         accountants for the Funds;

      4. To amend the investment objective of the Aggressive Equity Fund; and

      5. To  transact  such  other  business  as may  properly  come  before the
         Meeting.

The Board of  Directors  has fixed the close of business on December 21, 1999 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Special Meeting or any adjournment thereof.

                                              /s/ Dolores J. Morrissey

                                           President, Chief Executive Officer
                                                and Chairman of the Board



January 13, 2000




               --Please Review the Important Information Inside--


<PAGE>


                                Table of Contents

Notice of Special Meeting of Shareholders .................................Cover

Proxy Statement ............................................................   1

   Proposal 1: Elect a Board of Directors ..................................   4

   Proposal 2: Approve Amendments to All Fundamental Investment
               Restrictions ................................................   6


   Change #1  Eliminate the fundamental restriction on options and futures .   7

   Change #2  Eliminate the fundamental restriction on foreign securities ..   8

   Change #3  Eliminate the fundamental restriction on investing to
              exercise control .............................................   9

   Change #4  Amend the fundamental restriction on underwriting securities .   9

   Change #5  Eliminate the fundamental restriction on short sales .........  10

   Change #6  Amend the fundamental restriction on commodities .............  10

   Change #7  Amend the fundamental restriction on diversification
              among issuers ................................................  11

   Change #8  Amend the fundamental restriction on amount of
              voting securities ............................................  12

   Change #9  Amend the fundamental restriction on issuing
              senior securities ............................................  12

   Change #10 Amend the fundamental restriction on
              industry concentration .......................................  13

   Change #11 Amend the fundamental restriction on
              real estate and mortgages ....................................  14

   Change #12 Eliminate the fundamental restriction on
              registered investment company securities .....................  14

   Change #13 Eliminate the fundamental restriction on
              purchasing on margin .........................................  15

   Change #14 Amend the fundamental restriction on borrowing and
              pledging assets ..............................................  16

   Change #15 Amend the fundamental restriction on making loans ............  17

   Change #16 Eliminate the fundamental restriction on
              illiquid securities ..........................................  19

   Change #17 Eliminate the fundamental restriction on purchase of
              oil and gas interests ........................................  19

   Change #18 Eliminate the unnumbered sentence regarding the
              Money Market Fund ............................................  20

   Proposal 3: Ratify Selection of Arthur Andersen LLP as Independent
               Accountants .................................................  20

   Proposal 4: Amend the Investment Objective of the Aggressive Equity
               Fund ........................................................  21

   Additional Information ..................................................  22

   Exhibit A:  Proposed Fundamental Investment Restrictions ................ A-1

   Exhibit B:  Current Fundamental Investment Restrictions ................. B-1

   Exhibit C:  Proposed Non-Fundamental Investment Policies ................ C-1


<PAGE>

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

                         SPECIAL MEETING OF SHAREHOLDERS
                         To be held on February 28, 2000

                                 PROXY STATEMENT
- --------------------------------------------------------------------------------

Mutual  of  America  Investment   Corporation,   a  Maryland   corporation  (the
"Investment Company") is furnishing this Proxy Statement in connection with  the
solicitation of proxies by its Board of Directors.  The proxies will be voted at
a Special Meeting of  Shareholders of the Investment  Company (the "Meeting") to
be held at the  offices  of  Mutual  of  America  Life  Insurance  Company  (the
"Insurance  Company"),  320 Park Avenue, 6th Floor, New York, New York 10022, on
February 28, 2000 at 2:30 p.m.  Eastern time, and at all  adjournments  thereof.
The record date for determining  shareholders entitled to vote at the Meeting is
the close of business on December 21, 1999.

We are mailing or delivering this Proxy Statement, the Notice of Special Meeting
and the proxy card to shareholders on or about January 17, 2000. Any shareholder
who has given a proxy may revoke it prior to the Meeting by  delivering  written
notice to the Secretary of the Investment  Company,  by attending the Meeting in
person,  or by executing a superseding  proxy. All properly  executed proxies we
receive in time for the Special  Meeting will be voted as specified in the proxy
or, if there is no specification, for each proposal in the Proxy Statement.

Shares of the Investment Company Funds currently are available for purchase only
by Separate  Accounts No. 1 and No. 2 of the  Insurance  Company and by Separate
Accounts No. 1, No. 2 and No. 3 of The American  Life  Insurance  Company of New
York  ("American  Life"),  which is a  wholly-owned  subsidiary of the Insurance
Company.  These Separate Accounts of the Insurance Company and American Life are
referred  to  individually  as a  "Separate  Account"  and  collectively  as the
"Separate Accounts".  Each Separate Account has nine subaccounts (called Funds),
and each  subaccount  invests in shares of a  corresponding  Investment  Company
Fund.

The Investment  Company has these Funds (or series):  the Equity Index Fund, All
America Fund, Mid-Cap Equity Index Fund, Aggressive Equity Fund, Composite Fund,
Bond Fund, Mid-Term Bond Fund,  Short-Term Bond Fund and Money Market Fund (each
a "Fund" and  collectively,  the "Funds").  The following  table  summarizes the
Proposals in this Proxy Statement applicable to each Fund.


                                       1
<PAGE>

Proposal                                   Fund(s)        Manner in Which the
 Number   Description of Proposal          To Vote          Funds Will Vote

    1     Elect a Board of Directors         All     Shareholders of all Funds
          (six persons named as nominees)            will vote together as a
                                                     single class regarding each
                                                     nominee


 2,#1-17  Approve amendments to all of       All     Shareholders of each Fund
          the fundamental investment                 will vote separately on
          restrictions of the Funds, with            each proposed change
          some restrictions eliminated if
          not required to be fundamental
          and others amended

 2,#18    Eliminate a sentence about the   Money     Shareholders  of the Money
          Money Market Fund that might     Market    Market Fund will vote
          be considered to be a                      separately
          fundamental restriction


    3     Ratify selection of Arthur         All     Shareholders of all Funds
          Andersen LLP as Independent                will vote together as a
          Accountants for the Funds                  single class

    4     Amend  the  investment         Aggressive  Shareholders of  the
          objective of the Aggressive      Equity    Aggressive Equity Fund will
          Equity Fund                                vote separately

The  Insurance  Company  and  American  Life  are the only  shareholders  of the
Investment Company.  The table below sets forth their share ownership of each of
the Funds as of the record date for the Meeting.

                    Shares Outstanding  Shares (and %) Held  Shares (and %) Held
   Name of Fund         at 12/21/99     by Insurance Company    by American Life

Equity Index           197,962,496      186,054,309(94.0%)     11,908,187(6.0%)
All America            244,508,695      237,794,111(97.3%)      6,714,584(2.7%)
Mid-Cap Equity Index    29,991,517       29,524,356(98.4%)        467,161(1.6%)
Aggressive Equity      127,637,036      120,066,664(94.1%)      7,570,372(5.9%)
Composite              177,901,935      172,600,239(97.0%)      5,301,696(3.0%)
Bond                   334,789,412      331,858,010(99.1%)      2,931,402(0.9%)
Mid-Term Bond           14,631,115       13,869,180(94.8%)        761,935(5.2%)
Short-Term Bond         10,504,002       10,019,300(95.4%)        484,702(4.6%)
Money Market            63,371,123       61,222,924(96.6%)      2,148,199(3.4%)

The Insurance Company and American Life "pass through" to their contractholders,
participants  and  policyowners  (together,  "participants")  the  right to vote
shares of the Investment  Company Funds. The Investment Company expects that the
Insurance Company and American Life will solicit voting  instructions from their
participants and vote 100% of the shares of the Investment Company Funds held by
their respective Separate Accounts,  in the proportions  indicated in the voting
instructions  they receive from  participants.  In determining  whether a quorum
exists,  the  Investment  Company will count  shareholder  abstentions as shares
present and voting.  Any  shareholder  abstentions  for a Proposal will have the
effect of a "no" vote.


                                       2
<PAGE>

Investment  Adviser  for the Funds and  Subadvisers  for the All  America  Fund.
Mutual of America Capital Management Corporation (the "Adviser"),  serves as the
investment  adviser  for  each  of  the  Funds.  The  Adviser  is  an  indirect,
wholly-owned  subsidiary of the Insurance  Company,  and its business address is
320 Park Avenue, New York, New York 10022. Three subadvisers for the All America
Fund manage  approximately 30% of the Fund's assets.  The names and addresses of
these subadvisers are: Fred Alger Management, Inc., 30 Montgomery Street, Jersey
City, New Jersey 07302; Oak Associates,  Ltd., 3875 Embassy Parkway,  Suite 250,
Akron,  Ohio 44333; and  Palley-Needelman  Asset  Management,  Inc., 800 Newport
Center Drive, Newport Beach, California 92660.

Officers of the Investment  Company.  The  Investment  Company has the following
officers,  who serve  without  compensation  from the  Investment  Company.  The
business address of each officer is 320 Park Avenue, New York, New York 10022.

                                                      Principal Occupations
    Name and Age           Position Held             During Past Five Years

Dolores J. Morrissey  President and      President, Mutual of America Securities
     (age 71)         Chief Executive    Corporation, since August 1996; Execu-
                      Officer            tive Vice President and Assistant to
                                         President of Adviser,  March 1996 to
                                         December 1996;  prior  thereto,
                                         President  and Chief Executive Officer
                                         of Adviser

Manfred Altstadt      Senior Executive   Senior Executive Vice President and
     (age 50)         Vice President,    Chief Financial Officer of Adviser, the
                      Chief Financial    Insurance Company and American Life;
                      Officer and        Director of the Insurance Company since
                      Treasurer          October 1998 and Director of American
                                         Life

Patrick A. Burns      Senior Executive   Senior Executive Vice President and
     (age 53)         Vice President     General Counsel of Adviser, the
                      and General        Insurance Company and American Life;
                      Counsel            Director of the  Insurance  Company
                                         since  October  1998 and Director of
                                         American Life

Stanley M. Lenkowicz  Senior Vice        Senior Vice President and Deputy
     (age 57)         President,         General Counsel of the Insurance
                      Deputy General     Company and American Life since March
                      Counsel and        1995; prior thereto, Senior Vice
                      Secretary          President and Associate General
                                         Counsel; Secretary of the Adviser since
                                         September 1998

Distributor:  The Insurance  Company is the principal  underwriter of the Funds'
shares.

Annual Report:  The Investment  Company will furnish,  without charge, a copy of
its most recent  annual report and  semi-annual  report,  containing  the Funds'
financial  statements.  To request  these  reports,  please call the  Investment
Company at 1-800-468-3785 or write to Mutual of America Investment  Corporation,
320 Park Avenue, New York, New York 10022, Attn: Stanley M. Lenkowicz.


                                       3
<PAGE>

- --------------------------------------------------------------------------------
Proposal 1. Elect a Board of Directors
- --------------------------------------------------------------------------------

Six  Directors  will be elected at the  Meeting,  each to serve until his or her
successor  is  elected  and  qualified.  Each  proxy  card will be voted for the
election of the nominees listed below,  unless a contrary  specification is made
on the card.

The nominees for Director, other than Robert J. McGuire, currently are Directors
of the Investment  Company and have served in that capacity  continuously  since
originally  elected or  appointed.  Each  nominee  has  consented  to serve as a
Director if elected.  Mr.  McGuire will serve in place of James J. Needham,  age
73, a director since 1992 who has not been renominated.  The business address of
each  nominee is 320 Park Avenue,  New York,  New York 10022,  unless  otherwise
indicated in the table below:

<TABLE>
<CAPTION>
Name and Age of                                                                         Director
Each Nominee                 Principal Occupation During Past Five Years                  Since

<S>                          <C>                                                           <C>
Manfred Altstadt* (50)       Senior Executive Vice President and Chief  Financial          1992
                             Officer of Adviser,  Insurance  Company  and
                             American  Life;  Director,  the  Insurance Company,
                             since October 1998; Director, American Life

Peter J. Flanagan (69)       President Emeritus and Consultant,  The  Life                 1992
                             Insurance Council of New York (LICONY), since
                             November 1999; prior thereto, President of LICONY

Robert J. McGuire (63)       Counsel,  Morvillo,  Abramowitz,  Grand,  Iason &              --
565 Fifth Avenue             Silverberg (law firm), since January 1998; prior thereto,
New York, NY  10017          President, Kroll Associates (corporate investigations
                             and consulting firm)

George Mertz (71)            Retired; formerly President and CEO of National               1989
                             Industries for the Blind

Dolores J.  Morrissey* (71)  President, Mutual of America Securities Corporation           1989
                             since August 1996; Executive Vice President and
                             Assistant to President of Adviser  from  March  1996
                             to  December  1996; prior thereto, President and
                             Chief Executive Officer of Adviser

Howard J. Nolan  (62)        President  and  Chief  Professional  Officer,  United
P.O. Box 898                 Way of San  Antonio and Bexar County                          1989
San Antonio, TX  78293
</TABLE>
- ----------
*     Mr. Altstadt and Ms. Morrissey are "interested persons" (as defined in the
      Investment  Company Act of 1940) of the Investment  Company based on their
      affiliation with the Adviser or its affiliate.


                                       4
<PAGE>

Mr. McGuire  currently serves as a director of the GAM Funds, Inc. (a registered
investment  company),   the  Brazilian  Equity  Fund  (a  closed-end  registered
investment company) and the Emigrant Savings Bank (a New York savings bank).

The  nominees  for  Director  do not own any of the  outstanding  shares  of the
Investment  Company.  Directors who are  participants  under group or individual
variable  accumulation  annuity  contracts  issued by the  Insurance  Company or
American  Life or who are  policyowners  of variable  universal  life  insurance
policies issued by American Life may allocate portions of their account balances
to Separate Account Funds that invest in Funds of the Investment Company.

The  Investment  Company does not have an Audit  Committee;  the entire Board of
Directors  fulfills the  obligations  that an Audit  Committee  would have.  The
Investment  Company also has no standing  nomination,  compensation or executive
committees.

During 1999,  the Board of  Directors  held five  meetings.  Ms.  Morrissey  and
Messrs.  Flanagan and Nolan  attended all five meetings,  and Messrs.  Altstadt,
Mertz and Needham  attended  four  meetings.  Directors  who are not  interested
persons  of the  Investment  Company  do not  serve on the  Board  of any  other
investment company in the same complex as the Investment Company.  The directors
received the following  compensation  for serving as directors of the Investment
Company in 1999:

<TABLE>
<CAPTION>
                                             Pension or                      Total Compensation
                           Aggregate    Retirement Benefits   Estimated       from Investment
                         Compensation     Accrued as Part       Annual        Company and Fund
                        from Investment   of Investment       Benefits Upon     Complex Paid to
Name of Director            Company      Company Expenses     Retirement         Directors
<S>                       <C>                  <C>               <C>             <C>
Manfred Altstadt           None(1)             None              None             None(1)
Dolores J. Morrissey       None(1)             None              None             None(1)
Peter J. Flanagan         $18,375(2)           None              None            $18,375(2)
George J. Mertz           $18,149(2)           None              None            $18,149(2)
James J. Needham          $19,013(2)           None              None            $19,013(2)
Howard J. Nolan           $16,854(2)           None              None            $16,854(2)
</TABLE>
- ----------
(1)   As an employee of the Adviser or its affiliate and as "interested persons"
      of the  Investment  Company,  Ms.  Morrissey  and Mr.  Altstadt  serve  as
      directors of the Investment Company without compensation.

(2)   Directors  who are not  "interested  persons"  of the  Investment  Company
      receive an annual  retainer  of $10,000 and a fee of $1,000 for each Board
      or  Committee  meeting they attend.  In  addition,  they receive  business
      travel and accident insurance and life insurance coverage of $75,000.

Required Vote. Each nominee who receives the  affirmative  vote of a majority of
the  Investment  Company  Fund shares  cast at the Meeting  will be elected as a
Director.   The  Directors  of  the  Investment   Company   recommend  that  the
shareholders  of the  Investment  Company  vote  FOR  each of the  nominees  for
Director listed in this Proposal 1.


                                       5
<PAGE>

- --------------------------------------------------------------------------------
Proposal 2: Approve Amendments to All Fundamental Investment Restrictions
- --------------------------------------------------------------------------------

The  Investment  Company  Act of  1940  (the  "1940  Act")  requires  investment
companies  to adopt  fundamental  policies  for  investing  in certain  types of
securities  or using  certain  investment  techniques.  The  Investment  Company
adopted its current fundamental investment  restrictions in 1985, at a time when
investment  companies typically adopted a lengthy list of restrictions,  in part
because of state securities  department  requirements  for investment  companies
that are no longer applicable.

Changes to the Investment Company's fundamental investment  restrictions require
a  vote  of  shareholders,   and  the  Investment   Company  holds  meetings  of
shareholders  only  from  time to time.  The  Investment  Company  is using  the
opportunity of this Meeting to request that  shareholders  substantially  revise
and update the Funds' fundamental investment restrictions.

The Investment  Company is asking that Fund  shareholders  eliminate a number of
fundamental  restrictions  that the 1940 Act does not require to be fundamental.
In several instances, 1940 Act provisions,  and rules or interpretations adopted
by the  Securities  and  Exchange  Commission  ("SEC")  thereunder,  will  limit
investments  by the Funds,  whether or not they have a fundamental  policy.  The
Board of Directors intends to adopt non-fundamental investment policies covering
certain   securities  or  investment   techniques  when   shareholders   approve
elimination of fundamental policies.

The Investment Company currently has 16 fundamental investment restrictions -- 9
are  proposed to be amended and  retained as  fundamental,  6 are proposed to be
eliminated (and replaced with 7 non-fundamental investment policies that will be
adopted  by the Board of  Directors),  and 1 is  proposed  to be  eliminated  as
redundant. For 3 of the 9 amended fundamental investment restrictions, the Board
of Directors also intends to adopt new corresponding  non-fundamental investment
policies.

The Board of Directors  has  determined  that  approval by  shareholders  of the
proposed  amendments to the fundamental  investment  restrictions is in the best
interests of the shareholders of each of the Funds. The Investment  Company does
not anticipate that approval of the Proposal 2 amendments will materially affect
the operations of any Fund or its investment performance.

The purposes of the amendments under Proposal 2 are:

      o     To clarify or simplify the fundamental investment restrictions;

      o     To conform the fundamental restrictions to current provisions of the
            1940 Act and related rules and  regulations,  as they may be amended
            from time to time; and


                                       6
<PAGE>

      o     To  provide  the  Investment  Company  Funds  with  more  investment
            flexibility,  consistent  with  practices  that have been adopted by
            other  registered  investment  companies,   by  eliminating  certain
            fundamental investment  restrictions that are not required under the
            1940 Act.

Non-fundamental  investment policies will allow the Funds flexibility to respond
to changed market conditions.  They can be changed upon approval by the Board of
Directors,  subject to any limits  imposed  under the 1940 Act and related rules
and interpretations, or other regulatory authorities.

Exhibit A to this  Proxy  Statement  shows  the  Investment  Company's  proposed
fundamental investment restrictions,  discussed in this Proposal 2. Exhibit B to
this Proxy  Statement sets forth the Investment  Company's  current  fundamental
investment restrictions.

For your  information,  Exhibit  C sets  forth  the  non-fundamental  investment
policies the Board  intends to adopt upon approval by a Fund's  shareholders  of
the proposed changes to the Fund's current fundamental investment  restrictions.
Shareholders  are not being  asked to vote on the  non-fundamental  policies  in
Exhibit C.


Change #1.  Eliminate the fundamental restriction on options and futures
- --------------------------------------------------------------------------------


The Funds' current  fundamental  investment  restriction  concerning options and
futures contracts states:

      None of the Funds will  purchase or sell  options or futures  except those
      listed on a domestic exchange.

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No Fund will  purchase or sell options or futures  contracts or options on
      futures  contracts  unless the options or contracts relate to U.S. issuers
      or U.S. stock indexes and are not for  speculation,  and in addition (i) a
      Fund may write only  covered  call options and may buy put options only if
      it holds  the  related  securities,  (ii) a Fund  may  invest  in  futures
      contracts  to hedge  not more  than 20% of its  total  assets,  and  (iii)
      premiums  paid on  outstanding  options  contracts  may not exceed 5% of a
      Fund's total assets.


                                       7
<PAGE>


Reason for change:  The 1940 Act does not require the Investment Company to have
a  fundamental  policy on options and  futures  contracts.  The  non-fundamental
policy recognizes that not all options  contracts are listed on exchanges,  sets
forth certain  restrictions on options and hedging  transactions  that currently
are set forth elsewhere in the Investment  Company's  Prospectus or Statement of
Additional  Information ("SAI") and imposes additional limitations on the amount
of a Fund's options and futures  contracts.  The purchase of options and futures
contracts by a Fund may offset either positive or negative  changes in the price
levels of a  portfolio  security or a  securities  index.  The Funds'  permitted
investment  strategies  for options and futures  contracts and related risks are
described in the  Investment  Company's  Prospectus  and SAI,  each dated May 1,
1999.  A  non-fundamental   policy  will  allow  the  Directors  to  update  the
restriction in response to changes in applicable law, investment  experiences by
the Funds and current market conditions.

Change #2.  Eliminate the fundamental restriction on foreign securities
- --------------------------------------------------------------------------------


The  Funds'  current  fundamental   investment  restriction  concerning  foreign
exchange and foreign securities states:

      None of the Funds will trade in foreign exchange,  or invest in securities
      of  foreign  issuers  if at the time of  acquisition  more than 20% of its
      total assets,  taken at market value at the time of the investment,  would
      be invested in such securities.

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No Fund will  invest in foreign  exchange  nor invest more than 25% of its
      total assets in  securities  of foreign  issuers and  American  Depository
      Receipts (ADRs).

Reason for change:  The 1940 Act does not require the Investment Company to have
a fundamental policy on foreign securities.  The proposed non-fundamental policy
clarifies that the Funds may not trade in foreign  exchange and includes ADRs in
the  restriction on foreign  securities.  ADRs are securities of foreign issuers
that are deposited with a U.S. financial institution,  which issues receipts for
the securities. ADRs are subject to the same issuer risks as foreign securities,
although they are not subject to foreign custodian risks. The Investment Company
considers it appropriate  that there be an aggregate  limit on a Fund's holdings
of  foreign  securities  and  ADRs.  A  non-fundamental  policy  will  allow the
Directors to update the restriction in response to investment experiences by the
Funds and  current  market  conditions.


                                       8
<PAGE>


Change #3.  Eliminate  the  fundamental  restriction  on  investing  to exercise
            control
- --------------------------------------------------------------------------------


The Funds' current fundamental  investment  restriction  concerning investing to
exercise control over management of a company states:

      None of the Funds will make an investment in order to exercise  control of
      management over a company (either singly or together with other Funds).

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No Fund will invest for the purpose of exercising  control over management
      of an issuer (either separately or together with any other Funds).

Reason for change:  The 1940 Act does not require the Investment Company to have
a fundamental  policy on exercise of control.  The Investment Company Funds have
no current  intention of investing  for the purpose of  exercising  control over
management,  and 1940 Act  diversification  requirements  limit the ability of a
Fund to invest to gain control of an issuer.


Change #4.  Amend the fundamental restriction on underwriting securities
- --------------------------------------------------------------------------------


The Funds' current fundamental investment  restriction  concerning  underwriting
securities states:

      None of the Funds  will  underwrite  the  securities  of other  companies,
      including  purchasing  securities that are restricted under the Securities
      Act of 1933 ("1933 Act") or rules or regulations issued under the 1933 Act
      (restricted  securities  cannot be sold publicly until they are registered
      under the 1933 Act).

The proposed change would amend the restriction and retain it as fundamental:

      No Fund will underwrite the securities  issued by other companies,  except
      to the extent that the Fund's  purchase and sale of  portfolio  securities
      may be deemed to be an underwriting.


Reason for change:  Underwriting  the  securities  of an issuing  company  means
participating  in the sale and  distribution of the company's  securities.  If a
Fund purchases and sells a security that has not been  registered for sale under
the



                                       9
<PAGE>


Securities  Act of 1933  (the  "1933  Act"),  the  Fund  may  technically  be an
underwriter for purposes of the 1933 Act. The proposed  restriction  retains but
restates the Funds' existing restriction on underwriting,  by providing that the
Funds will not  underwrite  securities  except to the extent their  purchase and
sale  of  unregistered  securities  might  technically  be  considered  to be an
underwriting.

Change #5.  Eliminate the fundamental restriction on short sales
- --------------------------------------------------------------------------------


The Funds' current fundamental  investment  restriction concerning the making of
short sales states:

      None of the Funds  will make short  sales,  except  when the Fund has,  by
      reason of ownership of other securities, the right to obtain securities of
      equivalent  kind  and  amount  that  will be held so long as they are in a
      short position.

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No Fund will make short sales,  except when the Fund owns or has the right
      to obtain  securities of equivalent  kind and amount that will be held for
      as long as the Fund is in a short position.

Reason for change.  The 1940 Act does not require the Investment Company to have
a fundamental  policy on short sales.  The Funds  presently have no intention of
engaging in "short sales", which are a form of borrowing. If a Fund were to sell
short, it would sell borrowed securities with the hope of purchasing  securities
of the same type at a lower price,  or  furnishing  securities  of the same type
that it already owns, to replace the borrowed securities. The Investment Company
initially  adopted the short sale  restriction  based on requirements of certain
state  securities  departments,  which are no longer  applicable  to  investment
companies.  Under both the Investment Company's existing fundamental  investment
restriction  and the  proposed  non-fundamental  investment  policy,  a Fund may
engage in a short  sale  only  when it owns or has the right to obtain  the same
securities it is selling short,  which is called a "short sale against the box".
Short  sales  by the  Funds  are  limited  under  1940  Act  provisions  and SEC
interpretations  of those  provisions  that restrict  borrowing by an investment
company.


Change #6.  Amend the fundamental restriction on commodities
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning the purchase of
commodities or commodities contracts states:

      None of the Funds will purchase commodities or commodities contracts.


                                       10
<PAGE>

The proposed change would reword the restriction and retain it as fundamental:

      No Fund will purchase physical commodities or contracts involving physical
      commodities.

Reason  for  change:  Financial  futures  contracts  are  traded on  commodities
exchanges,  and the Funds may invest in financial futures contracts.  The change
clarifies that the  restriction  applies only to the Funds' purchase of physical
(or tangible) commodities products.


Change #7.  Amend the fundamental restriction on diversification among issuers
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning diversification
of investments among issuers states:

      None of the Funds  will with  respect  to at least 75% of the value of its
      total assets, invest more than 5% of its total assets in the securities of
      any one issuer (including  repurchase agreements with any one bank), other
      than  securities  issued or guaranteed by the United States  Government or
      its agencies or  instrumentalities  (see the caption  entitled  "The Money
      Market Fund" in the Prospectus for more restrictive  policies  relating to
      that fund).

The proposed change would amend the restriction and retain it as fundamental:

      No  Fund  will,  based  on  its  investments  in  individual  issuers,  be
      non-diversified as defined under the 1940 Act, which currently restricts a
      Fund, with respect to 75% of the value of its total assets, from investing
      more than 5% of its  total  assets in the  securities  of any one  issuer,
      other  than (i)  securities  issued or  guaranteed  by the  United  States
      Government  or  its  agencies  or  instrumentalities   ("U.S.   Government
      Securities"),   and  (ii)  securities  of  other   registered   investment
      companies;  in  addition  the Money  Market  Fund  will not  invest in any
      securities  that  would  cause  it  to  fail  to  comply  with  applicable
      diversification requirements for money market funds under the 1940 Act and
      rules thereunder, as amended from time to time.

Reason  for  change:   The   proposed   restriction   refers  to  the  1940  Act
diversification  requirement,  allowing  automatic  updating if the  requirement
changes.  It also sets forth the  restrictions  under  current  law and adds the
permitted exclusion of the securities of other investment  companies.  The Funds
will be able to invest in investment  company securities to the extent permitted
under the 1940 Act (currently  limited to 10% of total assets) and any exemptive
relief granted by the SEC. The Funds have no current intention of purchasing the
securities of other investment companies.


                                       11
<PAGE>


Change #8.  Amend the fundamental restriction on amount of voting securities
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning the purchase of
an issuer's voting securities states:

      None of the Funds  will with  respect  to at least 75% of the value of its
      total assets,  purchase more than 10% of the outstanding voting securities
      of an issuer,  except that such restriction  shall not apply to securities
      issued or guaranteed  by the United  States  Government or its agencies or
      instrumentalities.

The proposed change would reword the restriction and retain it as fundamental:

      No Fund will, based on its investment in an issuer's voting securities, be
      non-diversified as defined under the 1940 Act, which currently restricts a
      Fund,  with  respect  to 75% of  the  value  of  its  total  assets,  from
      purchasing more than 10% of the outstanding  voting  securities of any one
      issuer other than (i) U.S. Government  Securities,  and (ii) securities of
      other registered investment companies, and imposes additional restrictions
      on the Money Market Fund.

Reason  for  change:   The   proposed   restriction   refers  to  the  1940  Act
diversification   requirement  regarding  the  purchase  of  voting  securities,
allowing automatic updating if the requirement  changes.  It also sets forth the
restriction under current law and adds the permitted exclusion of the securities
of  other  investment  companies.  The  Funds  will be able  to  invest  in such
securities to the extent permitted under the 1940 Act (currently  limited to 10%
of total assets) and any applicable  exemptive relief. The Funds have no current
intention of purchasing the securities of other investment companies.


Change #9.  Amend the fundamental restriction on issuing senior securities
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning the issuance of
senior securities states:

      None of the Funds will issue senior  securities  except that each Fund may
      borrow as  described  in  restriction  13 below (the  issuance and sale of
      options  and  futures  not  being   considered   the  issuance  of  senior
      securities).

The proposed change would reword the restriction and retain it as fundamental:

      No Fund will issue senior  securities,  except as permitted under the 1940
      Act and the rules thereunder as amended from time to time.


                                       12
<PAGE>

Reason for change: The proposed restriction simplifies the wording and refers to
1940  Act  provisions.   Under  the  1940  Act,   borrowing  and  certain  other
transactions   by  an  investment   company  are  viewed  as  creating   "senior
securities".  Senior securities,  as debt, would be entitled to payment prior to
the claims of the investment  company's  shareholders.  The 1940 Act and related
rules  and  interpretations   permit  an  investment  company  to  issue  senior
securities, including through borrowing, in certain circumstances. The reference
to these  provisions  will in  effect  incorporate  them  into  the  fundamental
restriction.


Change #10.  Amend the fundamental restriction on industry concentration
- --------------------------------------------------------------------------------


The  Funds'   current   fundamental   investment   restriction   concerning  the
concentration of investments in any industry states:

      None  of the  Funds  will  make  an  investment  in an  industry  if  that
      investment  would make the Fund's  holding in that industry  exceed 25% of
      the Fund's total assets,  except for the Bond Fund,  the  Short-Term  Bond
      Fund and the Mid-Term Bond Fund, each of which may invest up to 75% of its
      total assets in the electric,  gas and/or telephone utilities  industries,
      as described under the caption "Investment  Objectives and Policies of the
      Funds--The Bond Fund, the Short-Term Bond Fund and the Mid-Term Bond Fund"
      in the Prospectus.

The proposed change would amend the restriction and retain it as fundamental:

      No Fund will  invest  more than 25% of its  assets  in the  securities  of
      issuers in one industry,  other than U.S.  Government  Securities,  except
      that the Money Market Fund may invest more than 25% of its total assets in
      the financial services industry.

Reason for change:  The proposed  restriction would eliminate the ability of the
Bond Fund, the Mid-Term Bond Fund and the Short-Term Bond Fund to concentrate in
utility industry  securities,  which was adopted as a fundamental policy several
years  ago.  These  Bond  Funds do not  foresee  circumstances  when they  would
consider  it  advisable  to  concentrate  their  investments  in  the  utilities
industry.  The  proposed  restriction  also would allow the Money Market Fund to
concentrate in the financial services industry.  Credit companies and banks tend
to be active  issuers of the types of  securities in which the Money Market Fund
may  invest.  At  times,  the  Money  Market  Fund may need to  concentrate  its
investments  in the  financial  services  industry  in  order  to  maximize  its
investment performance.


                                       13
<PAGE>


Change #11.  Amend the fundamental restriction on real estate and mortgages
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning the purchase of
real estate or mortgages states:

      None of the Funds will purchase real estate or mortgages directly. The All
      America  and  Aggressive  Equity  Funds may,  however,  buy shares of real
      estate  investment  trusts  listed on stock  exchanges  or reported on the
      National Association of Securities Dealers Automated Quotations ("NASDAQ")
      system,  and the Bond Fund, the Short-Term Bond Fund and the Mid-Term Bond
      Fund may each buy mortgage-backed debt issues.

The proposed change would amend the restriction and retain it as fundamental:

      No Fund will  purchase real estate or mortgages  directly,  but a Fund may
      invest in  mortgage-backed  securities  and may purchase the securities of
      companies  whose  businesses  deal in real estate or mortgages,  including
      real estate investment trusts.

If a Fund's  shareholders  approve the proposed change,  the Directors intend to
adopt the following additional non-fundamental investment policy:

      No Fund will, if its  investment  policy is to invest  primarily in equity
      securities,  purchase mortgage-backed securities unless they are also U.S.
      Government Securities,  or if its investment policy is to invest primarily
      in fixed  income  securities,  invest more than 10% of its total assets in
      mortgage-backed securities that are not also U.S. Government Securities.

Reason for change:  The revised  fundamental  policy  allows all of the Funds to
purchase  mortgage-backed  securities.  The  non-fundamental  policy  will limit
purchases of these  securities by the Investment  Company's equity Funds to U.S.
Government Securities, which are liquid and may be appropriate for investment by
the equity Funds in certain  market  conditions.  The  policy's  limit for fixed
income  Funds  currently  is  included  in  the  Investment   Company's  SAI.  A
non-fundamental  policy will allow the  Directors to update the  restriction  in
response to investment experiences by the Funds and current market conditions.


Change #12.  Eliminate the  fundamental  restriction  on  registered  investment
             company securities
- --------------------------------------------------------------------------------


The Funds' current fundamental  investment  restriction concerning investment in
the securities of other registered investment companies states:

      None of the Funds  will  invest  more  than 5% of its total  assets in the
      securities of any one registered  investment  company.  A Fund may not own
      more than 3%


                                       14
<PAGE>

      of an  investment  company's  outstanding  voting  securities,  and  total
      holdings of investment  company securities may not exceed 10% of the value
      of a Fund's total assets.

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No  Fund  will  invest  in the  securities  of any  registered  investment
      company,  except as permitted under the Investment Company Act of 1940 and
      the rules  thereunder,  as amended from time to time,  or by any exemptive
      relief granted by the SEC.

Reason for change:  The 1940 Act does not require the Investment Company to have
a fundamental  policy for the purchase of investment company  securities.  Under
current 1940 Act provisions,  a Fund may invest up to 10% of its total assets in
the securities of other  registered  investment  companies,  may invest not more
than 5% of its total assets in the securities of any one  registered  investment
company  and may not own more  than 3% of an  investment  company's  outstanding
voting  securities.  The Funds do not have any current intention of investing in
registered investment company securities.


Change #13.  Eliminate the fundamental restriction on purchasing on margin
- --------------------------------------------------------------------------------


The Funds' current  fundamental  investment  restriction  concerning  purchasing
securities on margin, borrowing money and pledging assets states:

      None of the Funds will  purchase any  security on margin or borrow  money,
      except from banks for temporary  purposes,  or pledge its assets unless to
      secure such  borrowing.  The Funds may borrow  money from or pledge  their
      assets  to banks in order to  transfer  funds  for  various  purposes,  as
      required,  without  interfering with the orderly liquidation of securities
      in their portfolios,  but not for leveraging purposes. Such borrowings may
      not exceed 5% of the value of a Fund's total assets at market value.

The proposed  change for purchasing on margin would eliminate the restriction as
a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:


      No Fund will purchase  securities  on margin,  except that credits for the
      clearance of portfolio  transactions and the making of margin payments for
      futures  contracts and options on futures  contracts  shall not constitute
      the purchasing of securities on margin.



                                       15
<PAGE>

Reason  for  change:  The  Funds  presently  have no  intention  of  "purchasing
securities on margin", which is a form of borrowing.  If a Fund were to purchase
securities  on margin,  it would pay only a portion of the  purchase  price (the
margin)  and borrow  the  remainder  of the  purchase  price from a broker.  The
Investment   Company   initially   adopted  the  margin   restriction  based  on
requirements  of  certain  state  securities  departments,  which  are no longer
applicable to investment companies.  The Funds are prohibited from making margin
purchases under the 1940 Act, which restricts the creation of senior  securities
through borrowing.


Change #14.  Amend the fundamental restriction on borrowing and pledging assets
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning borrowing money
and pledging assets,  which also covers purchasing on margin, is set forth above
under Proposal 2m. The proposed  change for borrowing  money and pledging assets
would amend the restriction and retain it as fundamental:

      No Fund will borrow money,  except to the extent permitted by the 1940 Act
      and rules thereunder,  as amended from time to time, which currently limit
      a Fund's  borrowing  to  33-1/3%  of total  assets  (including  the amount
      borrowed)  minus  liabilities  (other  than  borrowings)  and  require the
      reduction of any excess borrowing within three business days.

If a Fund's  shareholders  approve the proposed change,  the Directors intend to
adopt an additional, non-fundamental investment policy regarding borrowing:

      No Fund will borrow money except for temporary or emergency  purposes (not
      for investment or leveraging) or under any reverse  repurchase  agreement,
      provided  that a Fund's  aggregate  borrowings  may not  exceed 10% of the
      value  of the  Fund's  total  assets  and it may not  purchase  additional
      securities if its borrowings exceed that limit.

Reason for change: The proposed  fundamental  restriction refers to the 1940 Act
restriction  on  borrowing,  allowing  automatic  updating  if  the  requirement
changes,  and sets  forth  the  restriction  under  current  law.  The  existing
restriction on pledging assets, which is proposed to be eliminated, was based on
state  securities law requirements  that are no longer  applicable to investment
companies,  and the Investment Company considers that the 1940 Act provisions on
borrowing are appropriate to address the pledge of assets.  The  non-fundamental
policy will establish  limits on a Fund's borrowing that are consistent with the
limits  currently  applicable to the Funds and allow the Directors to update the
restriction  in  response  to  investment  experiences  by the Funds and current
market conditions.


                                       16
<PAGE>

The Investment Company  contemplates that Funds in some circumstances may borrow
to meet  liquidity  needs.  The Funds maintain a certain amount of cash in their
portfolios in order to meet redemption requests from shareholders. At times, the
amount of cash may be inadequate to meet all redemption requests. If a Fund must
sell securities to raise cash to pay the redeeming shareholder,  there will be a
timing  difference  between  when the  Fund  pays  the  shareholder  and when it
receives  the  proceeds  from sale of the  securities.  This  difference  occurs
because  when a  shareholder  redeems  from a  Fund,  the  shareholder  normally
receives the  redemption  proceeds on the next  business  day. When a Fund sells
securities,  however, the settlement date, meaning the date it receives the sale
proceeds,  occurs up to three business days after the sale of  securities.  If a
Fund must sell  securities to pay redemption  proceeds to a shareholder,  it may
need to borrow money on a temporary basis until it receives sale proceeds on the
settlement date.

Under  current  law,  the Funds may  borrow  only from  banks.  If the  proposed
amendments to the Funds'  fundamental  investment  restrictions on borrowing are
approved  by  Fund  shareholders,  the  Investment  Company,  on  behalf  of the
approving  Funds,  may apply to the SEC for an exemption from the prohibition on
borrowing  from another Fund or a fund of an affiliated  investment  company (an
"Affiliated Fund"). There is no assurance that the SEC will grant the exemption.
If the SEC does grant the exemption,  each Fund covered by the application would
be allowed to borrow from Affiliated  Funds in accordance with the conditions in
the SEC exemptive order. The Investment  Company would borrow from an Affiliated
Fund rather than a bank only when the  borrowing  Fund would pay a lower rate of
interest  than   available   through  bank  loans  for   comparable   short-term
investments.  Before the Investment Company could file an exemptive  application
with the SEC, the Board of Directors would have to review the proposed borrowing
program and  determine  that it would provide  potential  benefits to the Funds,
including  more  flexibility  in  engaging  in  borrowing  transactions  and the
possibility of borrowing in a more cost-effective manner.


Change #15.  Amend the fundamental restriction on making loans
- --------------------------------------------------------------------------------


The Funds' current fundamental  investment  restriction  concerning making loans
states:

      None of the Funds will make loans,  except loans of  portfolio  securities
      (not exceeding 30% of the value of its total assets at market  value),  or
      loans through entry into  repurchase  agreements (the purchase of publicly
      traded debt obligations not being considered the making of a loan).


                                       17
<PAGE>

The proposed change would amend the restriction and retain it as fundamental:


      No Fund  will lend  assets  to other  persons  (with a Fund's  entry  into
      repurchase  agreements  or the  purchase  of  debt  securities  not  being
      considered  the making of a loan),  except to the extent  permitted by the
      1940 Act, the rules  thereunder and applicable SEC guidelines,  as amended
      from time to time,  which  currently  limit a Fund's lending to 33-1/3% of
      its total assets, or pursuant to any exemptive relief granted by the SEC.


If a Fund's  shareholders  approve the proposed change,  the Directors intend to
adopt an additional, non-fundamental investment policy regarding lending assets:

      No Fund will lend more than 10% of its assets.

Reason for change: The proposed  fundamental  restriction refers to the 1940 Act
restriction on lending,  allowing automatic updating if the requirement changes,
and sets forth the  restriction  under current law. The  non-fundamental  policy
will limit a Fund's  borrowing  and allow the  Directors  to update the  lending
restriction  in  response  to  investment  experiences  by the Funds and current
market conditions.

Under  current  law,  the Funds  may not lend to other  Funds.  If the  proposed
amendments to the Funds' fundamental investment restrictions on making loans are
approved  by  Fund  shareholders,  the  Investment  Company,  on  behalf  of the
approving  Funds,  may apply to the SEC for an exemption from the prohibition on
lending to Affiliated Funds  ("interfund  lending").  There is no assurance that
the SEC will grant the exemption. If the SEC does grant the exemption, each Fund
covered by the application  would be allowed to lend to Affiliated  Funds to the
extent  set  forth in the  non-fundamental  policy  and in  accordance  with the
conditions in the SEC exemptive  order.  Each Fund maintains a certain amount of
cash in its portfolio in order to meet  redemption  requests as they occur,  and
the Funds invest this cash on a short-term basis. A Fund would lend assets to an
affiliate only if it would receive a greater  return than available  under other
short-term  investments.  Before the Investment  Company could file an exemptive
application  with the SEC,  the Board of  Directors  would  have to  review  the
proposed interfund lending program and master loan agreement, including risks to
the Funds, and determine that interfund lending would provide potential benefits
to the Funds, including more flexibility in engaging in lending transactions and
the possibility of earning higher returns on short-term investments.


                                       18
<PAGE>


Change #16.  Eliminate the fundamental restriction on illiquid securities
- --------------------------------------------------------------------------------


The  Funds'  current  fundamental  investment  restriction  concerning  illiquid
securities states:

      None of the  Funds  will  invest  more  than 10% of its  total  assets  in
      repurchase agreements or time deposits maturing in more than seven days or
      in portfolio securities not readily marketable.

The proposed change would eliminate the restriction as a fundamental policy.

If a Fund's  shareholders  approve the change, the Directors intend to adopt the
following non-fundamental investment policy for the Fund:

      No Fund will invest more than 10% of its total assets in  securities  that
      are  considered  to be  illiquid  because  they  are  subject  to legal or
      contractual   restrictions   on  resale  or  are   otherwise  not  readily
      marketable,  including repurchase agreements and time deposits that do not
      mature  within seven days but  excluding  Rule 144A  securities  and other
      restricted  securities  that  are  determined  to be  liquid  pursuant  to
      procedures adopted by the Board of Directors.

Reason for change: The 1940 Act does not require the Investment Company to adopt
a  fundamental  policy on the purchase of illiquid  securities.  The  Investment
Company  initially  adopted the 10%  restriction  based on the  requirements  of
certain  state  securities  departments,  which  are  no  longer  applicable  to
investment  companies.  Under  the 1940 Act,  a Fund's  investment  in  illiquid
securities is limited to 15% of total assets.  The  non-fundamental  policy will
allow the  Directors  to update  the  restriction  in  response  to  changes  in
applicable  law,  investment   experiences  by  the  Funds  and  current  market
conditions.


Change #17.  Eliminate the  fundamental  restriction  on purchase of oil and gas
             interests
- --------------------------------------------------------------------------------


The Funds' current fundamental investment restriction concerning the purchase of
oil and gas interests states:

      None of the Funds will  purchase  oil and gas  interests,  except that the
      Funds  may  purchase  securities  of  issuers  that  invest  in oil or gas
      interests.

The proposed change would eliminate the restriction.

Reason for change:  The Funds do not have the  authority to purchase oil and gas
interests, so the restriction is unnecessary.


                                       19
<PAGE>


Change #18.  Eliminate the unnumbered sentence regarding the Money Market Fund
- --------------------------------------------------------------------------------


Immediately following the list of current fundamental investment restrictions, a
sentence  sets  forth  certain  securities  that the Money  Market  Fund may not
purchase.  This  sentence,   although  not  numbered,   might  be  considered  a
fundamental  restriction,  and the Investment Company is requesting  shareholder
approval of its deletion. The sentence states:

      The  Money  Market  Fund  will  not  purchase  equity  securities,  voting
      securities,  local or state  government  securities,  or corporate debt or
      other  than  those  types  of  securities  specifically  mentioned  in its
      investment objectives.

The proposed change would eliminate the restriction.

Reason  for  change:  The  1940  Act  and  Rule  2a-7  thereunder  restrict  the
investments  that the Money Market Fund may make, and the current  discussion is
confusing and unnecessary.


Required Vote for Proposal 2, Changes #1-#18.  The shares of each Fund will vote
separately on each proposed change #1-#17 to the Fund's  fundamental  investment
restrictions.  Only the shares of the Money Market Fund will vote on Change #18.
Approval  by a Fund of a proposed  change  requires  the  affirmative  vote of a
majority  of the  outstanding  shares  of that  Fund.  The  approval  of any one
proposed change for a Fund is not conditioned on any other proposed change being
approved  by the  Fund's  shareholders  or  shareholders  of  other  Funds.  The
Directors of the Investment Company recommend that the shareholders of each Fund
vote FOR this  Proposal 2, Changes #1 through #17 and that the  shareholders  of
the Money Market Fund vote FOR Change #18.


- --------------------------------------------------------------------------------
 Proposal 3.  Ratify Selection of Arthur Andersen LLP as Independent
              Accountants
- --------------------------------------------------------------------------------

The Board of  Directors,  including  a  majority  of the  Directors  who are not
interested  persons of the Investment  Company,  has selected the firm of Arthur
Andersen LLP, independent  certified public accountants ("Arthur Andersen"),  to
audit the  financial  statements  of the  Investment  Company Funds for the year
ending  December 31, 2000.  Arthur  Andersen also acts as independent  certified
public accountants for the Insurance Company and its subsidiaries, including the
Adviser.

The Investment Company's independent  accountants audit the Investment Company's
annual financial  statements and provide tax services.  Arthur Andersen does not
provide consulting services for the Investment Company, the Insurance


                                       20
<PAGE>

Company or any of its subsidiaries.  Representatives  of Arthur Andersen are not
expected to be present at the  Meeting,  but they will have the  opportunity  to
make a statement if they so desire and will be available if any matter requiring
their presence arises at the Meeting.

Required  Vote.  Ratification  of  the  selection  of  Arthur  Andersen  LLP  as
independent  accountants  requires the approval of a majority of the  Investment
Company Fund shares  voting at the  Meeting.  The  Directors  of the  Investment
Company recommend that the shareholders of each Fund vote FOR this Proposal 3.

- --------------------------------------------------------------------------------
Proposal 4. Amend the Investment Objective of the Aggressive Equity Fund
- --------------------------------------------------------------------------------

The investment objective for the Aggressive Equity Fund reads:

      The  investment  objective  of  the  Aggressive  Equity  Fund  is  capital
      appreciation,  by  investing  approximately  50% of its  assets  in growth
      stocks and approximately 50% of its assets in value stocks.

The Directors  recommend that the  shareholders  of the  Aggressive  Equity Fund
amend the Fund's investment objective to read as follows:

      The  investment  objective  of  the  Aggressive  Equity  Fund  is  capital
      appreciation.

Currently,  the  percentage  of the Fund's  assets  invested in growth stocks or
value stocks ranges between 40% and 60% of the Fund's assets  invested in equity
securities.  Upon  approval of this  Proposal,  the Adviser will  determine  the
percentage of the Fund's equity securities invested at any time in growth stocks
or value stocks based on current market  conditions and the securities that meet
the Adviser's criteria for investment by the Fund.

The  Investment  Company  considers that  flexibility in the  composition of the
Aggressive  Equity  Fund's  portfolio  will  be in  the  best  interests  of the
shareholders.  The  performance  of growth stocks at times exceeds that of value
stocks,  and at other times  value  stocks may  outperform  growth  stocks.  The
revised  investment  objective  will permit the Adviser to seek to maximize  the
Fund's capital appreciation.

Required  Vote.  Approval  of the  amendment  to the  Aggressive  Equity  Fund's
investment  objective  requires  the  affirmative  vote  of a  majority  of  the
outstanding  shares  of  the  Fund.  The  Directors  of the  Investment  Company
recommend  that the  shareholders  of the  Aggressive  Equity Fund vote FOR this
Proposal 4.


                                       21
<PAGE>

- --------------------------------------------------------------------------------
Additional Information
- --------------------------------------------------------------------------------

Other Business to Come Before the Meeting.  The Board does not know of any other
business to be brought  before the Meeting.  If any other matters  properly come
before  the  Meeting,   however,  proxy  cards  that  do  not  contain  specific
instructions  to the  contrary  will  be  voted  on the  additional  matters  in
accordance  with the  judgment of the persons  designated  in the proxy cards to
serve as proxies.

Proposals of Shareholders.  Any shareholders who wish to submit any proposal for
inclusion in a proxy statement for a shareholder  meeting that takes place after
the  Meeting  should  send  their  written  proposals  to the  Secretary  of the
Investment  Company,  320  Park  Avenue,  New  York,  New  York  10022  within a
reasonable  time before the  solicitation  of proxies for the next  shareholders
meeting.  Even if a  shareholder  submits  a  proposal  on a timely  basis,  the
inclusion of the proposal in the  Investment  Company's  proxy  statement is not
guaranteed.

Payment of Costs Related to the Meeting.  The costs of  preparing,  printing and
delivering the Notice of Special Meeting, Proxy Statement and proxy cards to the
shareholders,  namely the Insurance Company and American Life, are chargeable to
the Investment Company.  Mutual of America Capital Management  Corporation,  the
Adviser for the Investment Company, however, voluntarily reimburses the expenses
of the Funds of the Investment Company other than the Funds' investment advisory
fees and portfolio transactions costs.

The  Insurance  Company and American  Life will bear the costs of  forwarding to
their  participants  the Notice of Special  Meeting and Proxy  Statement  of the
Investment  Company,   along  with  their  voting  instructions  cards,  and  of
tabulating the votes they will cast at the Meeting based on voting  instructions
they have received from their participants.



                                                                January 13, 2000


                                       22
<PAGE>
                                                                       EXHIBIT A

                  PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS

The following  investment  restrictions are  fundamental.  A Fund may not change
these policies  unless a majority of the  outstanding  voting shares of the Fund
approves the change. No Fund will:

1.    underwrite the securities issued by other companies,  except to the extent
      that the Fund's purchase and sale of portfolio securities may be deemed to
      be an underwriting;

2.    purchase physical commodities or contracts involving physical commodities;

3.    based on its  investments in individual  issuers,  be  non-diversified  as
      defined under the 1940 Act, which currently restricts a Fund, with respect
      to 75% of the value of its total assets,  from  investing  more than 5% of
      its total  assets in the  securities  of any one  issuer,  other  than (i)
      securities  issued or guaranteed  by the United  States  Government or its
      agencies or instrumentalities  ("U.S.  Government  Securities"),  and (ii)
      securities of other registered investment companies; in addition the Money
      Market Fund will not invest in any securities  that would cause it to fail
      to comply with applicable  diversification  requirements  for money market
      funds  under the 1940 Act and rules  thereunder,  as amended  from time to
      time;

4.    based  on  its   investment   in  an  issuer's   voting   securities,   be
      non-diversified as defined under the 1940 Act, which currently restricts a
      Fund,  with  respect  to 75% of  the  value  of  its  total  assets,  from
      purchasing more than 10% of the outstanding  voting  securities of any one
      issuer other than (i) U.S. Government  Securities,  and (ii) securities of
      other registered investment companies, and imposes additional restrictions
      on the Money Market Fund;

5.    issue senior  securities,  except as permitted  under the 1940 Act and the
      rules thereunder as amended from time to time;

6.    invest  more than 25% of its  assets in the  securities  of issuers in one
      industry,  other than U.S.  Government  Securities,  except that the Money
      Market Fund may invest more than 25% of its total assets in the  financial
      services industry;

7.    purchase  real  estate or  mortgages  directly,  but a Fund may  invest in
      mortgage-backed  securities  and may purchase the  securities of companies
      whose  businesses deal in real estate or mortgages,  including real estate
      investment trusts;


                                      A-1
<PAGE>

8.    borrow  money,  except to the extent  permitted  by the 1940 Act and rules
      thereunder,  as amended from time to time,  which currently limit a Fund's
      borrowing to 331/3% of total assets  (including the amount borrowed) minus
      liabilities  (other than  borrowings)  and require  the  reduction  of any
      excess borrowing within three business days; or

9.    lend  assets  to  other  persons  (with a  Fund's  entry  into  repurchase
      agreements or the purchase of debt  securities  not being  considered  the
      making of a loan),  except to the extent  permitted  by the 1940 Act,  the
      rules  thereunder and applicable SEC  guidelines,  as amended from time to
      time,  which  currently  limit a Fund's  lending  to  331/3%  of its total
      assets, or pursuant to any exemptive relief granted by the SEC.


                                      A-2
<PAGE>

                                                                       EXHIBIT B

                   CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment  restrictions are fundamental  policies.  The Funds may
not change these policies unless a majority of the outstanding  voting shares of
the affected Fund(s) approves the change. None of the Funds will:

1.    purchase  or sell  options or futures  except  those  listed on a domestic
      exchange;

2.    trade in foreign  exchange,  or invest in securities of foreign issuers if
      at the time of  acquisition  more than 20% of its total  assets,  taken at
      market  value at the time of the  investment,  would be  invested  in such
      securities;

3.    make an  investment  in order to  exercise  control of  management  over a
      company (either singly or together with other Funds);

4.    underwrite  the  securities  of  other  companies,   including  purchasing
      securities  that are  restricted  under the  Securities Act of 1933 ("1933
      Act")  or rules  or  regulations  issued  under  the 1933 Act  (restricted
      securities  cannot be sold publicly  until they are  registered  under the
      1933 Act);

5.    make short  sales,  except  when the Fund has, by reason of  ownership  of
      other  securities,  the right to obtain  securities of equivalent kind and
      amount that will be held so long as they are in a short position;

6.    purchase commodities or commodities contracts;

7.    with respect to at least 75% of the value of its total assets, invest more
      than 5% of its total assets in the securities of any one issuer (including
      repurchase  agreements with any one bank), other than securities issued or
      guaranteed   by  the  United   States   Government   or  its  agencies  or
      instrumentalities (see the caption entitled "The Money Market Fund" in the
      Prospectus for more restrictive policies relating to that fund);

8.    with  respect to at least 75% of the value of its total  assets,  purchase
      more than 10% of the outstanding  voting  securities of an issuer,  except
      that such restriction  shall not apply to securities  issued or guaranteed
      by the United States Government or its agencies or instrumentalities;

9.    issue senior  securities  except that each Fund may borrow as described in
      restriction  13 below (the  issuance  and sale of options  and futures not
      being considered the issuance of senior securities);


                                      B-1
<PAGE>

10.   make an investment in an industry if that investment would make the Fund's
      holding in that industry exceed 25% of the Fund's total assets, except for
      the Bond Fund, the Short-Term  Bond Fund and the Mid-Term Bond Fund,  each
      of which may  invest up to 75% of its total  assets in the  electric,  gas
      and/or  telephone  utilities  industries,  as described  under the caption
      "Investment  Objectives  and  Policies of the  Funds--The  Bond Fund,  the
      Short-Term Bond Fund and the Mid-Term Bond Fund" in the Prospectus;

11.   purchase real estate or mortgages directly. The All America and Aggressive
      Equity Funds may,  however,  buy shares of real estate  investment  trusts
      listed on stock  exchanges  or reported  on the  National  Association  of
      Securities  Dealers Automated  Quotations  ("NASDAQ") system, and the Bond
      Fund,  the  Short-Term  Bond Fund and the Mid-Term  Bond Fund may each buy
      mortgage-backed debt issues;

12.   invest  more than 5% of its  total  assets  in the  securities  of any one
      registered  investment  company.  A Fund  may not own  more  than 3% of an
      investment company's outstanding voting securities,  and total holdings of
      investment  company securities may not exceed 10% of the value of a Fund's
      total assets;

13.   purchase  any  security on margin or borrow  money,  except from banks for
      temporary purposes,  or pledge its assets unless to secure such borrowing.
      The Funds may borrow  money from or pledge  their assets to banks in order
      to transfer funds for various purposes,  as required,  without interfering
      with the orderly  liquidation of securities in their  portfolios,  but not
      for leveraging purposes. Such borrowings may not exceed 5% of the value of
      a fund's total assets at market value;

14.   make loans, except loans of portfolio securities (not exceeding 30% of the
      value of its total assets at market  value),  or loans  through entry into
      repurchase  agreements (the purchase of publicly  traded debt  obligations
      not being considered the making of a loan);

15.   invest more than 10% of its total assets in repurchase  agreements or time
      deposits  maturing in more than seven days or in portfolio  securities not
      readily marketable; or

16.   purchase  oil and gas  interests,  except  that  the  Funds  may  purchase
      securities of issuers that invest in oil or gas interests.

The Money Market Fund will not purchase equity  securities,  voting  securities,
local or state  government  securities,  or  corporate  debt or other than those
types of securities specifically mentioned in its investment objectives.


                                      B-2
<PAGE>

                                                                       EXHIBIT C

                  PROPOSED NON-FUNDAMENTAL INVESTMENT POLICIES

Below are the non-fundamental investment policies that the Board of Directors of
the Investment Company intends to adopt for the Funds whose shareholders approve
the proposed amendments to the Funds' fundamental investment restrictions.

The following investment  restrictions are not fundamental policies. They may be
changed without shareholder  approval by a vote of the Board of Directors of the
Investment Company, subject to any limits imposed under the 1940 Act and related
rules and interpretations or other regulatory authorities. No Fund will:

1.    purchase  or sell  options  or  futures  contracts  or  options on futures
      contracts  unless the options or contracts  relate to U.S. issuers or U.S.
      stock indexes and are not for speculation,  and in addition (i) a Fund may
      write only  covered  call options and may buy put options only if it holds
      the related  securities,  (ii) a Fund may invest in futures  contracts  to
      hedge not more than 20% of its total  assets,  and (iii)  premiums paid on
      outstanding  options  contracts  may not  exceed  5% of the  Fund's  total
      assets;

2.    invest in foreign exchange nor invest more than 25% of its total assets in
      securities of foreign issuers and American Depository Receipts (ADRs);

3.    invest for the purpose of exercising  control over management of an issuer
      (either separately or together with any other Funds);

4.    make  short  sales,  except  when the Fund owns or has the right to obtain
      securities of equivalent  kind and amount that will be held for as long as
      the Fund is in a short position;

5.    if its  investment  policy is to invest  primarily  in equity  securities,
      purchase  mortgage-backed  securities unless they are also U.S. Government
      Securities,  or if its investment  policy is to invest  primarily in fixed
      income   securities,   invest  more  than  10%  of  its  total  assets  in
      mortgage-backed securities that are not also U.S. Government Securities;

6.    invest in the  securities of any registered  investment  company except as
      permitted  under  the  Investment  Company  Act  of  1940  and  the  rules
      thereunder,  as  amended  from time to time,  or by any  exemptive  relief
      granted by the SEC;


                                      C-1
<PAGE>

7.    purchase  securities  on margin,  except that credits for the clearance of
      portfolio  transactions  and the  making of margin  payments  for  futures
      contracts  and  options  on futures  contracts  shall not  constitute  the
      purchasing of securities on margin;

8.    borrow  money  except  for  temporary  or  emergency   purposes  (not  for
      investment  or  leveraging)  or under any  reverse  repurchase  agreement,
      provided  that a Fund's  aggregate  borrowings  may not  exceed 10% of the
      value  of the  Fund's  total  assets  and it may not  purchase  additional
      securities if its borrowings exceed that limit;

9.   lend more than 10% of its assets;

10.  invest more than 10% of its total assets in securities  that are considered
     to  be  illiquid   because  they  are  subject  to  legal  or   contractual
     restrictions on resale or are otherwise not readily  marketable,  including
     repurchase  agreements  and time  deposits  that do not mature within seven
     days but excluding  Rule 144A  securities and other  restricted  securities
     that are  determined  to be liquid  pursuant to  procedures  adopted by the
     Board of Directors;

11.   invest more than 5% of its total assets in equipment trust certificates;*

12.   invest more than 10% of its total  assets in  asset-backed  securities  or
      purchase the most speculative  series or class of asset-backed  securities
      issues;*

13.   purchase the most speculative  series or class of collateralized  mortgage
      obligation issues or other mortgage-backed securities issues;*

14.   invest in  interest-only  strips or principal only strips of  asset-backed
      securities, mortgage-backed securities or other debt securities;*

15.   invest more than 5% of its assets in warrants*; or

16.   invest more than 10% of its assets in preferred stock.*

- ----------
*     The Investment Company's Statement of Additional Information, dated May 1,
      1999, describes these policies as current intentions of the Funds, and the
      Board intends to adopt them as non-fundamental investment policies.

                                      C-2

<PAGE>


MUTUAL OF AMERICA
LIFE INSURANCE COMPANY
320 Park Avenue
New York, New York 10022-6839



                    MUTUAL OF AMERICA INVESTMENT CORPORATION
                   320 Park Avenue, New York, New York 10022

            Special Meeting of Shareholders--February 28, 2000, 2:30 p.m.

         This proxy is  solicited  on behalf of the Board of Directors of Mutual
         of  America  Investment   Corporation   ("Investment   Company").   The
         undersigned  hereby appoints  Patrick A. Burns and Stanley M. Lenkowicz
         and each of them (with  power of  substitution)  to attend the  Special
         Meeting of Shareholders,  and all adjournments thereof, and to vote all
         shares of common stock of the  Investment  Company held of record.  The
         Proposals to be voted on are discussed in the Notice of Special Meeting
         and  Proxy  Statement,  each  dated  January  13,  2000.  The  Board of
         Directors  recommends  a vote "FOR" each  Proposal and for each nominee
         for director.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                         MUTAGR
- --------------------------------------------------------------------------------
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All      Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan


                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests
   18. Money Market Fund

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

                                                        For    Against   Abstain

3. To ratify  the  Board's  selection  of  Arthur
   Andersen  LLP as  independent accountants            [ ]      [ ]       [ ]


4. To approve a revised investment  objective
   for the Aggressive Equity Fund                       [ ]      [ ]       [ ]

5. To transact any other business before Meeting

- --------------------------------------------
Signature                               Date


<PAGE>



THE AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK
320 Park Avenue
New York, New York 10022-6839




                    MUTUAL OF AMERICA INVESTMENT CORPORATION
                   320 Park Avenue, New York, New York 10022

            Special Meeting of Shareholders--February 28, 2000, 2:30 p.m.

         This proxy is  solicited  on behalf of the Board of Directors of Mutual
         of  America  Investment   Corporation   ("Investment   Company").   The
         undersigned  hereby appoints  Patrick A. Burns and Stanley M. Lenkowicz
         and each of them (with  power of  substitution)  to attend the  Special
         Meeting of Shareholders,  and all adjournments thereof, and to vote all
         shares of common stock of the  Investment  Company held of record.  The
         Proposals to be voted on are discussed in the Notice of Special Meeting
         and  Proxy  Statement,  each  dated  January  13,  2000.  The  Board of
         Directors  recommends  a vote "FOR" each  Proposal and for each nominee
         for director.



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                         MUTAL1
- --------------------------------------------------------------------------------
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All      Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan


                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests
   18. Money Market Fund

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

                                                        For    Against   Abstain

3. To ratify  the  Board's  selection  of  Arthur
   Andersen  LLP as  independent accountants            [ ]      [ ]       [ ]


4. To approve a revised investment  objective
   for the Aggressive Equity Fund                       [ ]      [ ]       [ ]

5. To transact any other business before Meeting

- --------------------------------------------
Signature                               Date


<PAGE>


             [Letterhead of Mutual of America Life Insurance Company
        Diane M. Aramony, Senior Vice President, Corporate Secretary and
                           Assistant to the Chairman]



January 20, 2000


To:   Participants  and  Contractholders  (Participants)  who have allocated any
      portion of their  Account  Balance to one or more of the Mutual of America
      Investment Corporation Funds in our Separate Accounts No. 1 or No. 2

Mutual  of  America  Investment   Corporation  (the  "Investment  Company")  has
scheduled a meeting of shareholders for February 28, 2000 (the  "Meeting").  The
Investment  Company is a mutual fund,  and its Board of Directors has determined
the matters to be voted on at the Meeting.


Mutual of America  Life  Insurance  Company is the  record  owner of  Investment
Company  Fund shares and will vote at the  Meeting.  At  December  21, 1999 (the
record date for the Meeting),  you had allocated your Account  Balance to one or
more of the Investment Company Funds of Mutual of America's Separate Account No.
1 or Separate  Account No. 2. As a result,  you have the right to instruct us on
how we  should  vote  the  Investment  Company  Fund  shares  we own  which  are
attributable to your Account Balance.


We will vote 100% of the  Investment  Company  Fund shares held by our  Separate
Accounts.  Our vote will be based proportionately on voting instructions we have
received from participants in the Separate Account  Investment Company Funds. If
you do not give us voting instructions, we will vote the Investment Company Fund
shares  attributable  to your  Account  Balance  in  accordance  with the voting
instructions we have received from other participants.

Your vote is  important  to us.  We have  enclosed  for your  review a Notice of
Special  Meeting  of  Shareholders  and a Proxy  Statement  from the  Investment
Company,  along with a Voting  Instruction Card for each Fund where you have any
Account Balance,  and a  pre-addressed,  postage paid envelope for returning the
Card(s).  If you have more than one contract with us, you will receive  separate
Cards for each contract. Please give us your voting instructions in any of these
ways:

o     completing,  signing and returning the Voting  Instruction  Card(s) in the
      envelope provided,

o     calling 1-800-690-6903 on a touch-tone phone, or

o     using  the   proxy   service   organization's   Internet   web  site,   at
      www.proxyvote.com.

We must  receive  your voting  instructions  no later than  February 25, 2000 in
order to have time to include them in the  tabulation of our votes.  If you have
questions  about the matters to be voted on at the Meeting,  please refer to the
Proxy   Statement   or  call  your   Mutual  of   America   representative,   at
1-800-468-3785.

Sincerely,


/s/ Diane M. Aramony


<PAGE>


        [Letterhead of the American Life Insurance Company of New York]

January 20, 2000


To:   Participants,  Contractholders and Policyowners  ("Participants") who have
      allocated  any  portion  of their  Account  Balance  to one or more of the
      Mutual of America  Investment  Corporation  Funds in our Separate Accounts
      No. 1, No. 2 or No. 3

Mutual  of  America  Investment   Corporation  (the  "Investment  Company")  has
scheduled a meeting of shareholders for February 28, 2000 (the  "Meeting").  The
Investment  Company is a mutual fund,  and its Board of Directors has determined
the matters to be voted on at the Meeting.


The  American  Life  Insurance  Company  of New  York  is the  record  owner  of
Investment  Company  Fund shares and will vote at the  Meeting.  At December 21,
1999 (the record date for the Meeting),  you had allocated your Account  Balance
to one or more of the  Investment  Company  Funds of  American  Life's  Separate
Account No. 1,  Separate  Account No. 2 or Separate  Account No. 3. As a result,
you have the right to instruct us on how we should vote the  Investment  Company
Fund shares we own which are attributable to your Account Balance.


We will vote 100% of the  Investment  Company  Fund shares held by our  Separate
Accounts.  Our vote will be based proportionately on voting instructions we have
received from participants in the Separate Account  Investment Company Funds. If
you do not give us voting instructions, we will vote the Investment Company Fund
shares  attributable  to your  Account  Balance  in  accordance  with the voting
instructions we have received from other participants.

Your vote is  important  to us.  We have  enclosed  for your  review a Notice of
Special  Meeting  of  Shareholders  and a Proxy  Statement  from the  Investment
Company,  along with a Voting  Instruction Card for each Fund where you have any
Account Balance,  and a  pre-addressed,  postage paid envelope for returning the
Card(s).  If you have more than one contract with us, you will receive  separate
Cards for each contract. Please give us your voting instructions in any of these
ways:

o     completing,  signing and returning the Voting  Instruction  Card(s) in the
      envelope provided,

o     calling 1-800-690-6903 on a touch-tone phone, or

o     using  the   proxy   service   organization's   Internet   web  site,   at
      www.proxyvote.com.

We must  receive  your voting  instructions  no later than  February 25, 2000 in
order to have time to include them in the  tabulation of our votes.  If you have
questions  about the matters to be voted on at the Meeting,  please refer to the
Proxy Statement or call your American Life representative, at 1-800-872-5963.

Sincerely,


/s/ Diane M. Aramony


Diane M. Aramony
Senior Vice President
and Corporate Secretary

<PAGE>

MUTUAL OF AMERICA
LIFE INSURANCE COMPANY
320 Park Avenue
New York, NY 10022-6839

                   [EQUITY INDEX, ALL AMERICA, MID-CAP EQUITY
                      INDEX, COMPOSITE, BOND, MID-TERM BOND
                           AND SHORT-TERM BOND FUNDS]

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By Mutual of America

         As a contractholder  or participant who holds  accumulation unit values
         in a Separate  Account  Fund of Mutual of America  that  invests in the
         Fund named  above and who is entitled  to give  instructions  on how to
         vote shares of the Fund held by the Separate Account, I instruct Mutual
         of America to vote, at the Special  Meeting of Shareholders of the Fund
         scheduled  for February 28, 2000 and at any  adjournment  thereof,  all
         shares  of the named  Fund  attributable  to my  contract  or  interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, Mutual of America will vote
         the  attributed  Shares  FOR all  matters.  If you do not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAM2
- --------------------------------------------------------------------------------
[EQUITY INDEX, ALL AMERICA, MID-CAP EQUITY
INDEX, COMPOSITE, BOND, MID-TERM BOND
AND SHORT-TERM BOND FUNDS]
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan

                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting  Instruction Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. Not Applicable


5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date


<PAGE>


MUTUAL OF AMERICA
LIFE INSURANCE COMPANY
320 Park Avenue
New York, NY 10022-6839


                             AGGRESSIVE EQUITY FUND

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By Mutual of America

         As a contractholder  or participant who holds  accumulation unit values
         in a Separate  Account  Fund of Mutual of America  that  invests in the
         Fund named  above and who is entitled  to give  instructions  on how to
         vote shares of the Fund held by the Separate Account, I instruct Mutual
         of America to vote, at the Special  Meeting of Shareholders of the Fund
         scheduled  for February 28, 2000 and at any  adjournment  thereof,  all
         shares  of the named  Fund  attributable  to my  contract  or  interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, Mutual of America will vote
         the  attributed  Shares  FOR all  matters.  If you do not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAM3
- --------------------------------------------------------------------------------
AGGRESSIVE EQUITY FUND
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan


                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting  Instruction Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. To approve a revised investment objective
   for the Aggressive Equity Fund                       [ ]      [ ]       [ ]


5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date


<PAGE>


MUTUAL OF AMERICA
LIFE INSURANCE COMPANY
320 Park Avenue
New York, NY 10022-6839


                                MONEY MARKET FUND

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By Mutual of America

         As a contractholder  or participant who holds  accumulation unit values
         in a Separate  Account  Fund of Mutual of America  that  invests in the
         Fund named  above and who is entitled  to give  instructions  on how to
         vote shares of the Fund held by the Separate Account, I instruct Mutual
         of America to vote, at the Special  Meeting of Shareholders of the Fund
         scheduled  for February 28, 2000 and at any  adjournment  thereof,  all
         shares  of the named  Fund  attributable  to my  contract  or  interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, Mutual of America will vote
         the  attributed  Shares  FOR all  matters.  If you do not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAM4
- --------------------------------------------------------------------------------
MONEY MARKET FUND
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan


                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests
   18. Money Market Fund

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting Instruction  Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. Not Applicable


5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date


<PAGE>

THE AMERICAN LIFE
INSURANCE COMPANY OF NEW YORK
320 Park Avenue
New York, NY 10022-6839


                   [EQUITY INDEX, ALL AMERICA, MID-CAP EQUITY
                      INDEX, COMPOSITE, BOND, MID-TERM BOND
                           AND SHORT-TERM BOND FUNDS]

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By American Life

         As a contractholder,  participant or policyowner who holds accumulation
         unit values in a Separate Account Fund of American Life that invests in
         the Fund named above and who is entitled to give instructions on how to
         vote  shares  of the Fund  held by the  Separate  Account,  I  instruct
         American Life to vote, at the Special  Meeting of  Shareholders  of the
         Fund  scheduled for February 28, 2000 and at any  adjournment  thereof,
         all shares of the named Fund  attributable  to my  contract or interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, American Life will vote the
         attributed  Shares  FOR  all  matters.   If  you  do  not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAL2
- --------------------------------------------------------------------------------
[EQUITY INDEX, ALL AMERICA, MID-CAP EQUITY
INDEX, COMPOSITE, BOND, MID-TERM BOND
AND SHORT-TERM BOND FUNDS]
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan

                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.

2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests
                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting Instruction  Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. Not Applicable


5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date


<PAGE>

THE AMERICAN LIFE
INSURANCE COMPANY OF NEW YORK
320 Park Avenue
New York, NY 10022-6839


                             AGGRESSIVE EQUITY FUND

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By American Life

         As a contractholder,  participant or policyowner who holds accumulation
         unit values in a Separate Account Fund of American Life that invests in
         the Fund named above and who is entitled to give instructions on how to
         vote  shares  of the Fund  held by the  Separate  Account,  I  instruct
         American Life to vote, at the Special  Meeting of  Shareholders  of the
         Fund  scheduled for February 28, 2000 and at any  adjournment  thereof,
         all shares of the named Fund  attributable  to my  contract or interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, American Life will vote the
         attributed  Shares  FOR  all  matters.   If  you  do  not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAL3
- --------------------------------------------------------------------------------
AGGRESSIVE EQUITY FUND
MUTUAL OF AMERICA INVESTMENT CORPORATION


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan


                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting  Instruction Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. To approve a revised investment objective
   for the Aggressive Equity Fund                       [ ]      [ ]       [ ]


5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date


<PAGE>

THE AMERICAN LIFE
INSURANCE COMPANY OF NEW YORK
320 Park Avenue
New York, NY 10022-6839


                                MONEY MARKET FUND

                    MUTUAL OF AMERICA INVESTMENT CORPORATION

             Voting Instruction Card Solicited By American Life

         As a contractholder,  participant or policyowner who holds accumulation
         unit values in a Separate Account Fund of American Life that invests in
         the Fund named above and who is entitled to give instructions on how to
         vote  shares  of the Fund  held by the  Separate  Account,  I  instruct
         American Life to vote, at the Special  Meeting of  Shareholders  of the
         Fund  scheduled for February 28, 2000 and at any  adjournment  thereof,
         all shares of the named Fund  attributable  to my  contract or interest
         therein  ("attributed  Shares") as I direct  below or by  telephone  or
         Internet. I acknowledge receipt of the Investment  Corporation's Notice
         of Special Meeting and Proxy Statement, dated January 13, 2000.

         If you sign below but leave the Card blank, American Life will vote the
         attributed  Shares  FOR  all  matters.   If  you  do  not  give  voting
         instructions,  we will vote the attributed  Shares in proportion to the
         voting instructions we receive from others in your Separate Account.


  -To vote by mail, sign below exactly as your name appears above
   and return the Card in the envelope provided
  -To vote by touch-tone phone, call 1-800-690-6903
  -To vote by Internet, use web site www.proxyvote.com

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
                                                                          MUTAL4
- --------------------------------------------------------------------------------
MUTUAL OF AMERICA INVESTMENT CORPORATION
MONEY MARKET FUND


        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE MUTUAL OF AMERICA  INVESTMENT  CORPORATION  BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE FOLLOWING:

Vote On Proposals

1. To Elect a Board of Directors:
                                                       For     Withhold  For All
                                                       All       All     Except
   1. Manfred Altstadt                                 [ ]       [ ]       [ ]
   2. Peter J. Flanagan
   3. Robert J. McGuire
   4. George Mertz
   5. Dolores J. Morrissey
   6. Howard J. Nolan

                      ----------------------------------------------------------
                      To withhold authority to vote for a nominee, mark "For All
                      Except" and write the nominee's number on the line above.


2. To  approve  amended  fundamental  investment  restrictions  to:  (a)  delete
   restrictions  that are no longer required to be fundamental due to changes in
   state laws or which  otherwise  need not be  fundamental;  and (b) revise the
   language of those restrictions that are still required to be fundamental:

                                                  For All
                                                 Except as   Against   Abstain
                                                Noted Below    All       All
   Changes Proposed                                 [ ]        [ ]       [ ]
   1.  Options and futures
   2.  Foreign securities
   3.  Exercise of control
   4.  Underwriting securities
   5.  Making short sales
   6.  Commodities
   7.  Issuer diversification
   8.  Voting securities
   9.  Senior securities
   10. Industry concentration
   11. Real estate and mortgages
   12. Investment company securities
   13. Purchasing on margin
   14. Borrowing money
   15. Lending Fund assets
   16. Illiquid securities
   17. Oil and gas interests
   18. Money Market Fund

                       ---------------------------------------------------------
                       To vote against any Change, mark "For All Except as Noted
                       Below" and write the Change's letter on the line above.

If you mark "For All Except as Noted Below" and specify Changes you want to vote
against, you must return this Voting Instruction  Card by mail--you may not vote
by telephone or Internet.

                                                        For    Against   Abstain

3. To ratify the Board's selection of Arthur
   Andersen LLP as independent accountants              [ ]      [ ]       [ ]


4. Not Applicable

5. To transact any other business before Meeting        [ ]      [ ]       [ ]

- --------------------------------------------
Signature                               Date

- --------------------------------------------
Signature (Joint Owner)                 Date




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