EXHIBIT 8(c)
AGREEMENT TO PAY OPERATING EXPENSES
This Agreement to Pay Operating Expenses is made as of January 1, 1999, and
amended effective as of September 1, 2000, between Mutual of America Capital
Management Corporation, a Delaware corporation (the Adviser), and Mutual of
America Institutional Funds, Inc., a Maryland corporation (the Investment
Company).
WHEREAS, the Adviser serves as investment adviser for the portfolios (the Funds)
of the Investment Company; and
WHEREAS, the Adviser has voluntarily reimbursed or otherwise limited the
operating expenses of each of the Funds since its inception date; and
WHEREAS, the Investment Company desires that the Adviser's voluntary payment of
expenses be formalized in this Agreement, and the Adviser is willing to do so on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
Investment Company and the Adviser, intending to be legally bound, mutually
covenant and agree as follows:
Section 1. Payment of Expenses. The Adviser agrees to reimburse or otherwise
limit the expenses of the Funds, other than for advisory fees, extraordinary
expenses and portfolio transaction costs, so that such expenses will not exceed
the following annual rates of net assets, accrued on a daily basis:
Equity Index Fund -- .20% All America Fund -- .35%,
Mid-Cap Equity Index Fund -- .20% Aggressive Equity Fund -- .25%
Bond Fund -- .25% Money Market Fund -- .20%
As a result of such payment by the Adviser of operating expenses, the Funds will
have maximum total annual expenses, excluding extraordinary expenses and
portfolio transaction costs, at the following annual rates of net assets:
Equity Index Fund -- .325% All America Fund -- .85%
Mid-Cap Equity Index Fund -- .325% Aggressive Equity Fund -- 1.10%
Bond Fund -- .70% Money Market Fund -- .40%
Section 2. Determination of Expense Accruals. At least quarterly, the Investment
Company will determine the appropriate daily expense accrual to be assessed
against the
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net assets of each of the Funds and will inform the Adviser of the then current
rates of expense accruals for the Funds.
Section 3. Payment of Expenses by the Adviser. The Adviser, on behalf of the
Funds and the Investment Company, will pay all bills and expenses of the Funds
and the Investment Company as they become due and payable, other than for
advisory fees, extraordinary expenses and portfolio transaction costs.
Section 4. Payment of Accrued Amounts to the Adviser. At the end of each
calendar month, the Investment Company will pay, or cause to be paid, to the
Adviser all amounts then held by the Investment Company's custodian as a result
of daily accruals of expenses against the net assets of the Funds during that
calendar month, other than accruals for advisory fees or extraordinary expenses.
For any calendar year, the Adviser shall not receive or retain from any of the
Funds an amount of accrued expenses that exceeds the actual amount of the Fund's
operating expenses for the year.
Section 5. Term of Agreement. This Agreement will continue in effect until
December 31, 1999 and will continue in effect from year to year thereafter
unless cancelled by (i) the Investment Company upon not less than 30 days'
written notice to the Adviser, or (ii) the Adviser upon written notice to the
Investment Company delivered within the two week period between December 16 and
December 30, in which case this Agreement will terminate as of January 1 of the
upcoming year.
IN WITNESS WHEREOF, authorized officers of the Adviser and the Investment
Company have signed this Agreement as of the date first written above.
MUTUAL OF AMERICA CAPITAL MUTUAL OF AMERICA
MANAGEMENT CORPORATION INSTITUTIONAL FUNDS, INC.
By: By:
--------------------------------- --------------------------------
Name: Richard J. Ciecka Name: Dolores J. Morrissey
Title: President and CEO Title: President
Attest: Attest:
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Stanley M. Lenkowicz Stanley M. Lenkowicz
Senior Vice President, Deputy Senior Vice President, Deputy
General Counsel and Secretary General Counsel and Secretary
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