MUTUAL OF AMERICA INSTITUTIONAL FUNDS INC
497, 2000-05-03
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Prospectus
and Application of
- ------------------
                 MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.

                 EQUITY INDEX FUND

                 ALL AMERICA FUND

                 BOND FUND

                 MONEY MARKET FUND

                 May 1, 2000

                 ---------------------------------------------------------------

                                                       Distributed by:
                                                       MUTUAL OF AMERICA
Institutional                                          SECURITIES CORPORATION
Funds

<PAGE>

MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.
320 Park Avenue, New York, New York 10022                         1-800-914-8716
- --------------------------------------------------------------------------------

Mutual of America  Institutional Funds, Inc. is a mutual fund. It has these four
Funds:

      o Equity Index Fund
      o All America Fund
      o Bond Fund
      o Money Market Fund

Institutional   investors,   such   as   endowments,   foundations   and   other
not-for-profit  organizations,  corporations and municipalities and other public
entities,  may purchase  shares of the Funds.  An initial  investment must be at
least $25,000, and each subsequent investment must be at least $5,000.

There  is no sales  charge  due upon the  purchase  or sale of Fund  shares.  An
investor  must send the payment  price for shares  purchased,  and will  receive
redemption proceeds for shares sold, by wire transfer of Federal Funds.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

- --------------------------------------------------------------------------------

Prospectus dated May 1, 2000

<PAGE>

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                          Page
                                                                          ----
Summary of How Our Funds Invest .....................................      1
   Equity Index Fund ................................................      1
   All America Fund .................................................      1
   Bond Fund ........................................................      2
   Money Market Fund ................................................      2
   Average Annual Total Returns .....................................      4
   Annual Fees and Expenses .........................................      4
   Comparison With Prior Performance of Similar Funds ...............      5

Management of the Funds .............................................      7
The Adviser .........................................................      7
Subadvisers for a Portion of the All America Fund ...................      7
Portfolio Managers ..................................................      8

Details about How Our Funds Invest and Related Risks ................      9

   Investment Objectives and Strategies:
     Equity Index Fund ..............................................      9
     All America Fund ...............................................      9
     Bond Fund ......................................................     11
     Money Market Fund ..............................................     12
   Risks of Investing in a Stock Fund ...............................     12
   Risks of Investing in a Bond Fund ................................     13
   Specific Investments or Strategies, and Related Risks ............     14

Information on Fund Shares ..........................................     16
   Pricing of Funds' Shares .........................................     16
   Purchases of Fund Shares .........................................     16
   How to Purchase Shares of the Funds ..............................     17
   Redemptions of Fund Shares .......................................     17
   Exchanges of Fund Shares .........................................     18
   How to Place a Redemption or Exchange Order ......................     18
   Shareholder Reports and Confirmation Statements ..................     19
   Dividends, Capital Gains Distributions and Taxation of Funds .....     19
   Shareholder Taxation .............................................     20

Financial Highlights ................................................     21

You May Obtain More Information ..................................... Back cover

- --  An Application is included with this Prospectus --

<PAGE>

- --------------------------------------------------------------------------------
SUMMARY OF HOW OUR FUNDS INVEST
- --------------------------------------------------------------------------------

Each  Fund of  Mutual of  America  Institutional  Funds,  Inc.  (the  Investment
Company) has its own  investment  objective  and tries to achieve its  objective
with certain investment  strategies.  The Funds' different investment strategies
will affect the returns of the Funds and the risks of investing in each Fund.

A Fund may not achieve its  objective.  An  investment in any of the Funds could
decline in value.

Equity Index Fund
- --------------------------------------------------------------------------------

The Fund seeks investment results that correspond to the investment  performance
of the Standard & Poor's  Composite  Index of 500 Stocks (the S&P 500(R) Index).
The Fund  invests  primarily  in the 500 common  stocks  included in the S&P 500
Index.

    o    Securities in the S&P 500 Index  generally are issued by companies with
         large market capitalizations.

    o    Securities  are included in the Index based on industry  weightings and
         the issuers' leading positions in those industries.

An investment  in the Equity Index Fund is subject to market risk,  which refers
to  changes  in the  value of  security  holdings  (volatility  of  price)  when
conditions in the securities markets change or the economic environment changes.
The securities in the Fund's  portfolio  also have credit (or  financial)  risk,
which refers to the issuer's earning stability and overall financial soundness.

All America Fund
- --------------------------------------------------------------------------------

The Fund attempts to outperform the S&P 500 Index, by investing in a diversified
portfolio of primarily common stocks.

    o    Approximately  60% of the Fund's  assets are invested to replicate  the
         S&P 500 Index by investing in the 500 common stocks included in the S&P
         500 Index.

    o   Approximately  40% of the Fund's  assets are invested by the Adviser and
        two  Subadvisers,  with an objective of capital  appreciation  and, to a
        lesser extent,  current income. The Adviser invests approximately 10% of
        the Fund's  assets  primarily in small  capitalization  value stocks and
        approximately 10% of the Fund's assets primarily in large capitalization
        value stocks;  one Subadviser  invests  approximately  10% of the Fund's
        assets primarily in small  capitalization  growth stocks;  and the other
        Subadviser  invests  approximately 10% of the Fund's assets primarily in
        mid- and large capitalization growth stocks.

An  investment  in the All America  Fund is subject to market  risk  (changes in
value when conditions in the securities market or economic  environment  change)
and  financial  risk  (relating  to issuers'  earning  stability  and  financial
soundness).  Approximately  20% of the All America Fund's assets are invested in
small   capitalization   growth   and  value   stocks,   many  of  which   trade
over-the-counter,  and this portion of its  portfolio  will have more market and
financial risk than the portion invested in mid and large capitalization stocks.
Equity securities that trade over-the-counter may be more difficult to sell than
equity securities that trade on a national securities exchange.


                                      -1-
<PAGE>

Bond Fund
- --------------------------------------------------------------------------------

The Fund seeks current  income,  with  preservation of  shareholders'  capital a
secondary  objective.  The  Fund's  securities  holdings  will  have an  average
maturity  that  varies  according  to  the  Adviser's  view  of  current  market
conditions.

The Fund invests primarily in publicly-traded, investment grade debt securities.

    o    The Fund invests in  corporate,  U.S.  Government  securities  and U.S.
         Government agency securities,  such as bonds, notes,  debentures,  zero
         coupon securities and mortgage-backed securities.

    o    The Fund may invest a significant portion of its assets in a particular
         type of debt security,  such as U.S. Government agency  mortgage-backed
         securities,   U.S.  Treasury  securities,  zero  coupon  securities  or
         securities rated BBB.

    o    The Adviser  evaluates  individual  securities  and selects  securities
         based on interest  income to be generated and  generally  does not time
         purchases and sales based on interest rate predictions.

An investment in the Bond Fund is subject to market risk, which includes changes
in the overall level of interest rates.  Interest rate increases usually cause a
decline in the value of debt securities held by the Fund. Generally,  the market
risk for the Bond Fund  increases  as the  average  maturity  of its  securities
holdings lengthens.  Lower rated investment grade debt securities may be subject
to a greater market risk than higher rated debt securities, and below investment
grade  securities  (rated  below BBB) are  subject to greater  market  risk than
investment  grade debt  securites.  Zero coupon  securities  may be subject to a
greater  market  risk than  securities  that pay  interest  on a regular  basis.
Mortgage-backed  securities  or  certificates  are  subject to  prepayment  risk
(shortening the term to maturity) when interest rates fall and to extension risk
(lengthening the term to maturity) when interest rates rise.

An investment in the Bond Fund also  involves  credit risk,  which refers to the
ability of the issuer of a security to pay  principal and interest as it becomes
due.  Securities  rated BBB or lower  have more  credit  risk than  higher-rated
securities.

Money Market Fund
- --------------------------------------------------------------------------------

The Fund seeks  current  income and  preservation  of  principal by investing in
money  market   instruments  that  meet  certain   requirements  for  liquidity,
investment quality and stability of capital.

    o    The  average  maturity  of the  instruments  the  Fund  holds  will  be
         short-term -- 90 days or less.

    o    The Fund will purchase only securities that are rated in one of the two
         highest rating  categories by at least two rating  agencies,  with most
         securities rated in the highest category.

    o    The Fund will  diversify  its  investments,  limiting  holdings  in the
         securities  of any  one  issuer  (except  the  U.S.  Government  or its
         agencies) to 5% of assets.

The Money Market Fund pays  dividends of income earned on a  semi-annual  basis,
rather than  declaring  dividends  daily to maintain a stable net asset value of
$1.00.

    o    The Fund's net asset value will generally rise during six months as the
         Fund earns income, before dividends are paid.

    o    The  Fund's  net  asset  value  will  decline  when the  Fund  declares
         dividends  and  pays  income  to  shareholders  at the end of June  and
         December each year.

A  shareholder's  investment  in the Fund is not  insured or  guaranteed  by the
Federal Deposit Insurance Corporation or any other government agency.

An  investment  in the Money  Market Fund has a small  amount of market risk and
financial risk,  because the Fund holds high quality securities with short terms
to maturity. The Fund has a high level of current income volatility, because its
securities holdings are short term and it reinvests at current interest rates as
its holdings mature.


                                      -2-
<PAGE>

Annual Total Returns
- --------------------------------------------------------------------------------

The bar charts  below  show the  annual  return of each Fund for the life of the
Fund. A chart  indicates the risks of investing in a particular  Fund by showing
changes in the Fund's  performance from  year-to-year  during the period,  but a
Fund's past performance does not necessarily indicate how it will perform in the
future.

Next to each chart is the Fund's  highest total return for any calendar  quarter
during the period  covered by the chart,  called the best quarter and the Fund's
lowest total return for any calendar  quarter during the period covered,  called
the worst quarter. These returns are an indication of the volatility of a Fund's
total returns.

 [The following information was depicted as bar charts in the printed material]

      All America Fund:

         1997      1998       1999

0%        26%       21%        26%

The All America Fund began operations on May 1, 1996.

Best quater: 22.0% during fourth quarter 1998

Worst quarter: (13.1)% during third quarter 1998



      Bond Fund:

         1997      1998      1999

0%       8.9%      8.3%      -3.5%

The Bond Fund began operations on May 1, 1996.

Best quarter: 4.8% during third quarter 1998

Worst quarter: (1.2)% during first quarter 1999



      Money Market Fund:

         1998      1999

0%       5.3%      4.9%

The Money Market Fund began operations on May 1, 1997.

Best quarter: 1.4% during fourth quarter 1999

Worst quarter: 1.1% during first quarter 1999



      Equity Index Fund:

             1999

0%           9.0%

The Equity Index Fund began operations on May 3, 1999.

Best quarter: 13.9% during fourth quarter 1999

Worst quarter: (6.3)% during third quarter 1999


                                      -3-
<PAGE>

Average Annual Total Returns (for periods ended December 31, 1999)

- --------------------------------------------------------------------------------

The table below shows the average annual total returns of each Fund for the past
one year  period and the return  for the  period of the Fund's  operations.  The
table  indicates the risks of investing in the Funds by comparing,  for the same
periods,  each Fund's returns to those of a broad-based,  unmanaged index, or to
Treasury Bills for money market investments.  A Fund's past performance does not
necessarily indicate how it will perform in the future.

<TABLE>
<CAPTION>

                                                                            Past        For Life
                              Fund/Comparative Index(es)                  One Year      of Fund*
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>           <C>
         All America Fund .............................................    26.0%         22.8%*

           S&P 500 Index (1) ..........................................    21.0%         26.8%
- -----------------------------------------------------------------------------------------------
         Equity Index Fund ............................................     N/A           9.0%

           S&P 500 Index (1) ..........................................    21.0%          9.0%
- -----------------------------------------------------------------------------------------------
         Bond Fund ....................................................    (3.5)%         5.0%

           Lehman Brothers Gov't./Corp. Bond Index (2) ................    (2.2)%         6.2%
- -----------------------------------------------------------------------------------------------
         Money Market Fund ............................................     4.9%          5.1%

           90-day Treasury Bill Rate ..................................     4.7%          5.0%

           7-day current yield for period ended 12/28/99 was 5.63%
           7-day effective yield (reflecting the compounding of interest)
             for period ended 12/28/99 was 5.79%
- -----------------------------------------------------------------------------------------------
</TABLE>

*   The All America and Bond Funds began  operations  on May 1, 1996;  the Money
    Market Fund began  operations on May 1, 1997 and the Equity Index Fund began
    operations on May 3, 1999.

(1) The S&P  500(R)is  the Standard & Poor's  Composite  Index of 500 Stocks,  a
    market value-weighted index of the common stock prices of companies included
    in the S&P 500.

(2) The  Lehman  Brothers  Government/Corporate  Bond  Index is an index of U.S.
    Government  and  corporate  bond  prices  of  investment  grade  bonds  with
    maturities greater than one year and face values over $1 million.

Annual Fees and Expenses
- --------------------------------------------------------------------------------

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Funds.  Annual  operating  expenses are shown as a  percentage  of
average net assets.

<TABLE>
<CAPTION>

                                                       Equity Index     All America    Bond     Money Market
                                                           Fund            Fund        Fund         Fund
                                                        -----------     -----------    ----     ------------
<S>                                                      <C>             <C>           <C>       <C>
Shareholder Fees ...................................        none           none        none          none
Annual Fund Operating Expenses
   (expenses that are deducted from fund assets)
Management Fees ....................................         .13%           .50%        .45%          .20%
Other Expenses .....................................         .50            .35         .48           .82
                                                            ----           ----        ----         -----
Total Annual Fund Operating Expenses ...............         .63%           .85%        .93%         1.02%
Expense Reimbursement* .............................        (.31)          (.01)       (.23)         (.62)
                                                            ----           ----        ----         -----
Net Expenses .......................................         .32%           .84%        .70%          .40%
                                                            ====           ====        ====         =====
</TABLE>

*   The Adviser  has  contractually  agreed for 2000 to limit each Fund's  total
    expenses (excluding taxes, brokerage commissions and extraordinary expenses)
    to an annual rate of .325% of the net assets of the Equity Index Fund,  .85%
    of net assets for the All America Fund, .70% of net assets for the Bond Fund
    and .40% of net assets for the Money Market Fund.  The Adviser's  obligation
    will  continue for each  following  calendar  year unless the Adviser  gives
    notice of termination  to the  Investment  Company at least two weeks before
    the next year begins.


                                      -4-
<PAGE>

Example:

This  Example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.  The Example  assumes for each
Fund that:

    o  you make an investment of $10,000,

    o  you have a 5% annual return on your investment,

    o  all dividends and distributions are reinvested,

    o  Fund  operating  expenses  during the  periods  shown are  limited by the
       Adviser to the contractual limits only during Year 1, and

    o  you redeem all of your shares at the end of the periods shown.

Although your costs may be higher or lower, your cost based on these assumptions
would be:

<TABLE>
<CAPTION>

                                                            1 Year     3 Years(1)   5 Years(1)    10 Years(1)
                                                            ------     ---------    ---------     ----------
       <S>                                                  <C>         <C>          <C>           <C>
       Equity Index Fund ...........................          $33         $105         $184         $  419
       All America Fund ............................          $87         $275         $481         $1,096
       Bond Fund ...................................          $72         $226         $396         $  902
       Money Market Fund ...........................          $41         $129         $226         $  516
</TABLE>

   (1) The expenses used in the Example,  other than for 1 Year, are those shown
       in the table above without reimbursement of expenses by the Adviser.

Comparison With Prior Performance of Similar Funds
- --------------------------------------------------------------------------------

The investment  policies,  objectives and strategies of the Investment Company's
Equity  Index  Fund,  All  America  Fund,  Bond Fund and Money  Market  Fund are
substantially  identical to those of Mutual of America Investment  Corporation's
Equity Index Fund, All America Fund, Bond Fund and Money Market Fund (called the
VP or Variable  Products  Funds).  In addition,  the Adviser and Subadvisers for
these Variable Products Funds are the same as for the  corresponding  Investment
Company Fund, and the portfolio managers are the same.

Shares of the  Variable  Products  Funds are sold only to  separate  accounts of
Mutual  of  America  Life  Insurance  Company  and  its  indirect  wholly  owned
subsidiary, The American Life Insurance Company of New York, as a funding medium
for variable accumulation annuity contracts and variable life insurance policies
issued by these companies.

Below are average  annual total returns for the VP Funds,  based on  information
about the VP Funds that the  Adviser has  provided,  compared to returns for the
Investment  Company's Funds for the periods  indicated.  Past performance of the
Variable  Products  Funds is not  predictive  of future  performance.  Investors
should not consider  performance  data for the VP Funds as an  indication of the
future performance of the Equity Index, All America, Bond and Money Market Funds
offered under this Prospectus.

           Average Annual Total Returns of the Funds and the VP Funds
                      for Periods ended December 31, 1999

<TABLE>
<CAPTION>

                                                                                    Since Inception of
              Institutional Fund          One Year    Five Years     Ten Years    Institutional Fund (1)
              ------------------          --------    ----------     ---------    ----------------------
<S>                                          <C>          <C>         <C>                  <C>
 Equity Index ...........................     N/A         N/A           N/A                 9.0%
 All America ............................    26.0%        N/A           N/A                22.8%
 Bond ...................................    (3.5)%       N/A           N/A                 5.0%
 Money Market (4) .......................     4.9%        N/A           N/A                 5.1%
- ---------------------------------------------------------------------------------------------------------
                    VP Fund
                    -------
 VP Equity Index ........................    20.6%        28.2%         N/A                10.7%
 VP All America .........................    25.8%        26.1%         N/A                22.3%
 VP Bond (3) ............................    (1.9)%        7.5%        7.6%(3)              5.7%
 VP Money Market (4) ....................     5.1%         5.4%        5.2%                 5.3%
</TABLE>


                                      -5-
<PAGE>

(1)   For comparison purposes,  the average annual total return is given for the
      VP All  America  Fund and VP Bond Fund from May 1, 1996,  for the VP Money
      Market Fund from May 1, 1997, and for the VP Equity Index Fund from May 3,
      1999.

(2)   The VP All America  Fund began  operations  in its current  form on May 2,
      1994. Since then, its investment policies,  objectives and strategies have
      been  substantially  identical  to those of the All America  Fund.  VP All
      America  Fund's  average  annual  total  return for the period May 2, 1994
      through December 31, 1999 was 29.1%.

(3)   The  current  portfolio  manager  of the VP Bond  Fund,  who has  been the
      portfolio manager of the Bond Fund since its inception, became the VP Bond
      Fund's portfolio manager in February 1991.

(4)   For the 7-day period ended  December 28, 1999,  the  Investment  Company's
      Money Market Fund had a current  yield of 5.89% and an effective  yield of
      6.06%, and the Variable  Products Money Market Fund had a current yield of
      5.63%  and an  effective  yield of  5.79%.  The  average  maturity  of the
      portfolio holdings was 22 days for Investment  Company's Money Market Fund
      and 19 days for the Variable Products Money Market Fund.

Results for the Variable Products Funds are different than the results that were
or would have been obtained for the Investment Company Funds.

    o   Use of the  Investment  Company  Funds'  expenses for the VP Funds would
        have lowered  performance  results.  The total operating expenses during
        the periods  shown above for each of the VP All America Fund and VP Bond
        Fund were .50% of average net assets,  for the VP Money Market Fund were
        .25% of average net assets and for the VP Equity Index Fund were .13% of
        average  net  assets  (additional  expenses  were  paid at the  separate
        account  level),  while  the  annual  total  operating  expenses  (after
        reimbursement) of the All America Fund, Bond Fund, Money Market Fund and
        Equity Index Fund of  the Investment  Company were .84%,  .70%, .40% and
        .32%, respectively, of average net assets.

    o   The VP All America Fund, from May 1994 until June 1995, had a Subadviser
        for  approximately  10% of the Fund's  assets  currently  managed by the
        Adviser.

    o   At year end 1999,  VP Equity Index Fund had net assets of $583  million,
        VP All America Fund had net assets of $886 million, VP Bond Fund had net
        assets of $466  million,  and VP Money Market Fund had net assets of $74
        million.


                                      -6-

<PAGE>

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------

The Adviser
- --------------------------------------------------------------------------------


Mutual of America Capital Management Corporation, 320 Park Avenue, New York, New
York 10022 (the Adviser or Capital Management) is the investment adviser for the
Funds of the Investment  Company.  The Adviser had total assets under management
of approximately  $8.1 billion at December 31, 1999,  including $2.7 billion for
the Mutual of America Investment Corporation. As Adviser, Capital Management:


    o    places orders for the purchase and sale of securities,

    o    engages in securities research,

    o    makes  recommendations to and reports to the Investment Company's Board
         of Directors,

    o    provides certain administrative services for the Funds, and

    o    provides  the  office  space,  facilities,   equipment,   material  and
         personnel necessary to perform its duties.

For its investment  management services,  the Adviser receives compensation from
each Fund at an annual  rate of the Fund's  net  assets,  calculated  as a daily
charge. These annual rates, which were applicable during 1999, are:

    o    Equity  Index Fund -- .125%

    o    All America Fund -- .50%

    o    Bond Fund -- .45%

    o    Money Market Fund -- .20%

Subadvisers for a Portion of the All America Fund
- --------------------------------------------------------------------------------

The Adviser has delegated its investment advisory responsibilities for a portion
of the All America Fund to two Subadvisers.  Each Subadviser provides investment
advice for  approximately 10% of the assets of the All America Fund. The Adviser
pays the Subadvisers for their advisory services to the All America Fund.

    o    Fred Alger Management, Inc., One World Trade Center, New York, New York
         10048, is a small capitalization  growth adviser for its portion of the
         All  America  Fund.  It  provides  investment  management  services  to
         institutional,   corporate  and  individual  clients,  including  other
         registered management investment companies. At December 31, 1999, Alger
         Management had assets under management of approximately $17.4 billion.

    o    Oak Associates,  Ltd.,  3875 Embassy  Parkway,  Suite 250, Akron,  Ohio
         44333,  is a mid-  and  large  capitalization  growth  adviser  for its
         portion of the All  America  Fund.  It provides  investment  management
         services for individual and corporate clients,  primarily in connection
         with retirement  plans. At December 31, 1999, Oak Associates had assets
         under management of approximately $21.3 billion.


                                      -7-
<PAGE>

Portfolio Managers
- --------------------------------------------------------------------------------

The person(s) primarily  responsible for the day-to-day management of the Funds'
investment  portfolios  are listed below.  No information is given for the Money
Market Fund because of the type of investments it makes. No information is given
for the Equity Index Fund or the Indexed Assets of the All America Fund, because
the investment objective for each is to replicate the performance of an index.

All America Fund

Thomas P. Larsen,  Executive Vice President of the Adviser,  is responsible  for
managing the Adviser's  portions of the actively managed assets of the Fund. Mr.
Larsen joined the Adviser in June 1998,  after serving as Senior Vice  President
of Desai Capital  Management.  He has almost 30 years of experience in selecting
securities for and managing equity portfolios.

David D. Alger and Seilai  Khoo are  primarily  responsible  for the  day-to-day
management of the Alger Management portion of the Fund. Mr. Alger, President and
Chief  Executive  Officer  of  Alger  Management,  has  been  employed  by Alger
Management  since  1971 and has been  President  since  1995,  and he  serves as
portfolio  manager for other mutual  funds and  investment  accounts  managed by
Alger Management.  Ms. Khoo has been employed by Alger Management since 1989, as
a  senior  research  analyst  until  1995  and as a Senior  Vice  President  and
portfolio manager since 1995.

James D. Oelschlager is the portfolio  manager of the Oak Associates  portion of
the Fund. Since  establishing Oak Associates in 1985, Mr. Oelschlager has served
as its portfolio manager.  Previously,  he served as the Assistant  Treasurer of
Firestone  Tire & Rubber  Company,  where he was  directly  responsible  for the
management of the company's  pension  assets.  Mr.  Oelschlager is assisted with
portfolio  management   responsibilities  by  Donna  Barton,  trading,  Margaret
Ballinger,  new accounts,  and Doug MacKay,  equity research.  These individuals
have combined  experience of over seventy years in the  investment  business and
play a key role in the day-to-day management of the firm's portfolios.

Bond Fund

Andrew L. Heiskell,  Executive Vice President of the Adviser, has responsibility
for setting the fixed income  investment  strategy and overseeing the day-to-day
operations of the Bond Fund. Mr. Heiskell has been the portfolio manager for the
Bond Fund of the Mutual of America  Investment  Corporation  since February 1991
and of its Mid-Term and Short-Term Bond Funds since their inceptions in 1993. He
has more than 30 years of  experience in selecting  securities  for and managing
fixed-income portfolios.


                                      -8-
<PAGE>

- --------------------------------------------------------------------------------
DETAILS ABOUT HOW OUR FUNDS INVEST AND RELATED RISKS
- --------------------------------------------------------------------------------

Investment Objectives and Strategies
- --------------------------------------------------------------------------------

Equity Index Fund:   The  investment  objective  of the Equity  Index Fund is to
                     provide   investment   results  that   correspond   to  the
                     performance of the S&P 500 Index.

The Fund seeks to achieve its objective primarily by:

    o    Purchasing shares of the 500 common stocks that are included in the S&P
         500 Index.

         < >  Stocks are  selected in the order of their  weightings  in the S&P
              500 Index, beginning with the heaviest weighted stocks.

         < >  The  percentage  of the  Fund's  assets  invested  in  each of the
              selected stocks will be  approximately  the same as the percentage
              the stock represents in the S&P 500 Index.

         < >  The Fund attempts to be fully invested at all times,  and at least
              80% of the Fund's net assets  will be  invested in the stocks that
              comprise the S&P 500 Index.

    o    Purchasing  futures  contracts  on the S&P 500  Index  and  options  on
         futures  contracts  on the S&P 500  Index to invest  cash  prior to the
         purchase of common stocks, in an attempt to have the Fund's performance
         more closely correlate with the performance of the S&P 500 Index.

The  Adviser  uses a  computer  program  to  determine  which  stocks  are to be
purchased or sold to copy the S&P 500 Index.  From time to time,  the Fund makes
adjustments in its portfolio  (rebalances) because of changes in the composition
of the S&P 500  Index  or in the  valuations  of the  stocks  within  the  Index
relative to other stocks within the Index.

The Fund's investment performance may not precisely duplicate the performance of
the S&P 500  Index,  due to cash  flows in and out of the  Fund  and  investment
timing considerations.  The Fund also pays investment advisory expenses that are
not applicable to an unmanaged index such as the S&P 500 Index.

The Fund's ability to duplicate the  performance of the S&P 500 Index depends to
some  extent  on the  size of the  Fund's  portfolio.  Mutual  of  America  Life
Insurance  Company (Mutual of America),  the indirect parent  corporation of the
Adviser,  invested a total of $25 million in the Equity Index Fund when the Fund
began operations. Mutual of America (directly or through an affiliate) currently
intends to maintain an  investment  in the Fund so that the Fund's assets are at
least $25 million at any time.

All America Fund:    The  investment  objective  of the All  America  Fund is to
                     outperform  the S&P 500 Index by investing in a diversified
                     portfolio of primarily common stocks.

At least 65% of the All America  Fund's  total assets will be invested in equity
securities  under normal market  conditions.  The issuers of at least 80% of the
Fund's total assets will be United States corporations or entities.

Indexed  Assets.  The Fund  invests  approximately  60% of its assets to provide
investment results that correspond to the performance of the S&P 500 Index. This
portion of the All America Fund is called the Indexed  Assets.  The Fund invests
Indexed  Assets in the 500 common  stocks  included  in the S&P 500 Index and in
futures  contracts  on the S&P  500  Index.  The  Fund  attempts  to  match  the
weightings of stocks in the Indexed  Assets with the  weightings of those stocks
in the S&P 500 Index,  and it  periodically  rebalances  the  Indexed  Assets to
maintain those weightings.

- --------------------------------------------------------------------------------
Standard & Poor's(R)  (S&P(R))  does not sponsor,  endorse,  sell or promote the
Equity Index Fund or All America  Fund.  Standard & Poor's,  S&P and the S&P 500
Index are trademarks of The McGraw-Hill  Companies,  Inc. and have been licensed
for use by the  Investment  Company.  Standard  & Poor's  has no  obligation  or
liability  for the sale or  operation  of the Equity  Index Fund and All America
Fund and makes no  representation  as to the  advisability  of  investing in the
Funds.


                                      -9-
<PAGE>

The Fund's ability to duplicate the  performance of the S&P 500 Index depends to
some extent on the size of the Fund's portfolio.  Mutual of America invested $50
million  in the All  America  Fund  when the Fund  began  operations.  Mutual of
America  (directly  or through an  affiliate)  currently  intends to maintain an
investment in the Fund so that the Fund's assets are at least $25 million at any
time.

Active  Assets.  The Fund  invests  approximately  40% of its  assets to seek to
achieve a high level of total return,  through both appreciation of capital and,
to a lesser  extent,  current  income,  by means of a  diversified  portfolio of
primarily common stocks with a broad exposure to the market. The Adviser and two
Subadvisers  actively  manage  this  portion of the All America  Fund,  which is
called the Active Assets.

The Fund tries to maintain, to the extent possible,  approximately equal amounts
in each segment of the Active Assets. The Adviser periodically rebalances assets
in the All America Fund to retain the approximate 60%/40%  relationship  between
Indexed Assets and Active Assets, based on then current market values.

Adviser--Small  Capitalization  Value Stocks.  The Adviser  generally invests in
stocks that it considers  undervalued  and with the  potential for above average
investment returns, issued by companies with small market capitalizations.  Some
of the companies  whose stocks the Adviser  selects may have limited Wall Street
coverage  and low  institutional  ownership,  which  may  make the  stocks  more
difficult to sell in certain market conditions.

    o    The Adviser seeks  securities  with a depressed  valuation  compared to
         their previous  valuations or compared to a universe of peer companies.
         The  Adviser   determines   depressed   valuation   primarily   through
         consideration of earnings, cash flow or net equity.

    o    Issuers  must have  executive  management  that the  Adviser  considers
         strong and  capable of  executing  a clear  business  strategy  for the
         company.

The Adviser at times may actively trade the securities in its portion of the All
America Fund, depending on market conditions.

The Adviser--Large Capitalization Value Stocks. The Adviser invests this portion
of Active  Assets in stocks it  considers  to be of high quality with lower than
average price volatility and low price/earning  ratios, issued by companies with
large market capitalizations. Companies generally will have:

    o    below market debt levels,

    o    earnings growth of 10% or more,

    o    current yield greater than the average of the S&P 500, and

    o    market capitalization not less than that of any company included in the
         S&P Barra Value Index, updated quarterly.

The Adviser at times may actively trade the securities in its portion of the All
America Fund, depending on market conditions.

Fred Alger Management, Inc.--Small Capitalization Growth Stocks. This Subadviser
invests in stocks that it considers to be fundamentally sound with the potential
for strong growth and for earnings in excess of market  expectations,  issued by
companies with small market capitalizations.

    o    The   securities   of  these   companies   often  are   traded  in  the
         over-the-counter market.

    o    Except during temporary  defensive periods,  at least 65% of the assets
         in the Fred Alger  portfolio  will be invested in equity  securities of
         companies that, at the time of the Fund's  purchase,  have total market
         capitalization  within  the range of  capitalization  of the  companies
         included  in the  Russell  2000 Growth  Index or the S&P  SmallCap  600
         Index, updated quarterly.  During defensive periods, Fred Alger may not
         achieve  the  investment  objective  for its portion of the All America
         Fund.

Fred Alger uses a bottom-up  approach in selecting stocks for its portion of the
Fund, evaluating each issuer of securities before making an investment.  Through
in-house research by analysts who are organized according to industry groups, it
develops  stock  selection  recommendations  that  are  presented  to  executive
officers and portfolio  managers for  evaluation and  discussion.  The portfolio
manager for the Fred Alger portion of the Fund then  determines  the  individual
stocks  that are  appropriate  for  purchase.  Fred  Alger  actively  trades the
securities  in its portion of the All America Fund,  and its portfolio  turnover
rate  generally  will be higher than the  portfolio  turnover rate for the other
portions of the Active Assets.


                                      -10-
<PAGE>

Oak  Associates,   Ltd.--Mid-  and  Large  Capitalization  Growth  Stocks.  This
Subadviser invests in mid- and large-sized  capitalization  stocks,  which often
have low current income and the potential for significant  growth.  Its approach
is to:

    o    monitor 400 stocks,

    o    at any one time to invest in approximately  15-25 common stocks without
         regard for market industry weighting, and

    o    usually hold  securities  that have  appreciated in value,  rather than
         selling them to realize capital gains.

Oak Associates identifies industries it believes are attractive from a long-term
perspective,  based on the direction of interest rates, the overall stock market
environment,  the inflation rate and evolving relationships of economic sectors.
In selecting  individual  stocks,  Oak Associates  evaluates  companies'  growth
prospects  and utilizes  relative  valuation  measures such as price to earnings
ratio as compared to long-term  growth rate,  historical  levels and the S&P 500
Index.

Active  trading  of the  Active  Assets,  if it  occurs,  will  result in higher
transaction costs and may increase the realized  (taxable) capital gains for the
Fund.

Bond Fund:  The primary  investment  objective  of the Bond Fund is to provide a
            high level of current income. A secondary  objective is preservation
            of shareholders' capital.

The  average  maturity  of the debt  securities  held by the Bond Fund will vary
according to market  conditions  and the stage of the interest  rate cycle.  The
Fund's Adviser  anticipates that the average  maturity of the Fund's  securities
holdings will be between five and ten years.

The Fund invests at least 80% of its assets in investment grade debt obligations
issued by U.S. corporations or issued by the U.S. Government or its agencies.

    o    The Fund may  invest in  various  types of debt  securities,  including
         bonds,   mortgage-backed   securities,   zero  coupon   securities  and
         asset-backed securities, with ratings that range from AAA to BBB at the
         time of purchase.

    o    The percentage of the Fund's portfolio  invested in particular types of
         securities will vary,  depending on market conditions and the Adviser's
         assessment  of  the  income  and  returns   available   from  corporate
         securities in relation to the risks of investing in these securities.

    o    At December 31,  1999,  the Bond Fund had  approximately  1% of its net
         assets  invested in zero coupon  securities,  19% of its assets in U.S.
         Treasury  Securities and 6% of its net assets in U.S. Government agency
         mortgage-backed  securities. At that date, 35% of the Fund's net assets
         were invested in  obligations  rated AAA,  41.6% of its net assets were
         invested in corporate  obligations rated BBB and 7.7% of its net assets
         were invested in corporate  obligations  rated below investment  grade,
         due to ratings downgrades subsequent to purchase by the Fund.

The Adviser uses a bottom-up approach in selecting debt securities for the Fund.
This means that the Adviser evaluates each issuer of securities before making an
investment,  rather than  selecting  securities or industries  based on possible
changes  in  the  economy.  The  Adviser's  approach  generally  is to  purchase
securities  for  income.  In  selecting  an  individual  security,   it  reviews
historical  financial measures and considers the price and yield relationship to
other securities to determine a proper relative value for the security.

The Fund  generally  does not purchase and sell  securities in  anticipation  of
interest  rate changes in the economy.  The Adviser may sell a security  that it
considers to have become  overvalued  relative to alternative  investments,  and
reinvest in an alternative security.


                                      -11-
<PAGE>


Money  Market  Fund:  The  investment  objective  of the Fund is to realize high
                      current   income  to  the  extent   consistent   with  the
                      maintenance of liquidity, investment quality and stability
                      of capital.

In selecting specific  investments for the Fund, the Adviser seeks securities or
instruments   with  the  highest   yield  or  income  that  meet  the  following
requirements.

    o    The Fund invests only in money market  instruments and other short-term
         debt securities, including commercial paper issued by U.S. corporations
         and in U.S.  Government  and  U.S.  Government  agency  securities.  At
         December  31,  1999,  100%  of  the  Fund's  assets  were  invested  in
         commercial paper, a portion of which were also  U.S.  Government agency
         securities.

    o    All of the  securities  the Fund  purchases have a rating in one of the
         two highest rating  categories from at least two nationally  recognized
         rating agencies,  and substantially all (at least 95%) have a rating in
         the highest category from at least two of these rating agencies.

    o    At the time of  purchase,  a security  must mature in 13 months or less
         (or 25 months  for U.S.  Government  securities).  The  dollar-weighted
         average maturity of the Fund's securities must be 90 days or less.

    o    The Fund  will not  invest  more  than 5% of its  total  assets  in the
         securities  of any one  issuer,  other than U.S.  Government  or agency
         securities.

The Fund does not  maintain a stable net asset  value.  Income the Fund earns on
its portfolio  holdings increases the Fund's net asset value per share until the
Fund declares a dividend.  The Fund declares a dividend of net investment income
at least  semi-annually,  and the Fund's net asset value per share declines as a
result of the distribution to its shareholders.

The Fund uses the  amortized  cost  method  of  valuing  securities  that have a
remaining  term to  maturity  of 60 days or less.  Because  the Fund uses market
value for securities  that mature in more than 60 days, the Fund does not invest
more than 20% of its assets in these  securities,  to limit the possibility of a
decline in the Fund's net asset value.

An investment  in the Fund has little market or financial  risk but a relatively
high level of current income volatility, because its portfolio holdings are high
quality instruments that have a short time to maturity. Investments in the Money
Market  Fund are not insured or  guaranteed  by the  Federal  Deposit  Insurance
Corporation or any other U.S. Government agency.

Risks of Investing in a Stock Fund
- --------------------------------------------------------------------------------
When you invest in a stock fund, you should consider that:

    o    The fund is subject to market risk -- the value of your investment will
         go up or down,  depending  on  movements  in the  stock  markets.  As a
         result, you may lose money from your investment, or your investment may
         increase in value.

    o    The  investment  results for a  particular  Fund may be better or worse
         than the results for the stock markets  taken as a whole,  depending on
         the type of securities in which the Fund invests.

    o    The  investment  results for a  particular  Fund may be better or worse
         than the  results  of other  funds  that  invest  in the same  types of
         securities.  In other words,  stock  selection  by a Fund's  investment
         adviser(s) will impact the Fund's performance.

    o    The  prices and  investment  performance  of stocks  that are issued by
         companies with smaller market  capitalizations  may fluctuate more than
         the  prices and  investment  performance  of stocks  that are issued by
         companies with larger market capitalizations.

    o    A Fund may have more difficulty  selling a small cap stock or any stock
         that trades  "over-the-counter",  as compared to larger  capitalization
         stocks or stocks that trade on a national or regional stock exchange.

    o    Value  stocks and  growth  stocks  usually  have  different  investment
         results, and either investment style may become out of favor with stock
         investors at a given time.


                                      -12-
<PAGE>

Risks of Investing in a Bond Fund
- --------------------------------------------------------------------------------

When you invest in a bond fund, you should consider that:

    o    The fund has market risk -- the value of your  investment will go up or
         down depending on movements in the bond markets.  As a result,  you may
         lose money from your  investment,  or your  investment  may increase in
         value.

    o    The  investment  results for a  particular  Fund may be better or worse
         than the  results  for the  comparable  bond  market  taken as a whole,
         depending on the type of debt securities in which the Fund invests.

    o    The  investment  results for a  particular  Fund may be better or worse
         than the  results  of other  funds  that  invest  in the same  types of
         securities.  In other words,  security selection by a Fund's investment
         adviser will impact the Fund's performance.

    o    Changes in prevailing  interest  rates usually will impact the value of
         debt securities. The longer the time period before the security matures
         (or is expected to be redeemed),  the more impact interest rate changes
         will have on the price of the  bond.  When  interest  rates  rise,  the
         prices of outstanding debt securities tend to fall. When interest rates
         fall, the prices of outstanding debt securities tend to rise.

    o    Mortgage-backed securities or certificates are subject to prepayment or
         extension  risk when interest  rates change.  When interest rates fall,
         the  underlying  mortgages  may  be  prepaid  at  a  faster  rate  than
         previously assumed in pricing the mortgage-backed security, which would
         shorten  the  period  to  maturity.   When  interest  rates  rise,  the
         underlying  mortgages  may be prepaid at a slower rate than  previously
         assumed, which would lengthen the period to maturity.

    o    In periods of economic uncertainty, investors may favor U.S. government
         debt  securities over debt  securities of corporate  issuers,  in which
         case the value of corporate debt  securities  would decline in relation
         to the value of U.S. government debt securities.

    o    Zero coupon securities and discount notes do not pay interest, and they
         may fluctuate  more in market value and be more difficult for a Fund to
         resell  during  periods  of  interest  rate  changes  than   comparable
         securities that pay interest in cash at regular intervals. In addition,
         the Fund may lose a portion of the  principal  amount of a zero  coupon
         security if it sells the security after an increase in interest rates.

    o    Unrated  securities or securities  rated below  investment grade may be
         subject  to a greater  market  risk than  higher  rated  (lower  yield)
         securities.  Since  lower rated and unrated  securities  are  generally
         issued by  corporations  that are not as  creditworthy  or  financially
         secure as issuers of higher rated  securities,  there is a greater risk
         that issuers of lower rated (higher yield)  securities will not be able
         to pay the  principal and interest due on such  securities,  especially
         during periods of adverse economic conditions.

    o    The  market  for  debt   securities   may  be  subject  to  significant
         volatility, and volatility has generally increased in recent years.


                                      -13-
<PAGE>


Specific Investments or Strategies, and Related Risks
- --------------------------------------------------------------------------------

This section  provides  additional  information  about  certain of the principal
investment strategies used by the Funds and additional investment strategies the
Funds may use from time to time.

Options and Futures Contracts

Investment  Strategies.  All of the  Funds  may  purchase  and sell put and call
options contracts, futures contracts and options on futures contracts. Depending
on the types of  securities in which a Fund  invests,  the  contracts  relate to
fixed-income  securities  (including  U.S.  Government  and agency  securities),
equity  securities or indexes of  securities.  All  contracts  must be traded on
securities or commodities  exchanges  located in the United States.

A put option on a security  gives the Fund the right to sell the  security  at a
certain  price.  The  purchase of a put option on a security  protects  the Fund
against  declines  in the  value of the  security.  A Fund may buy a put  option
contract on a security only if it holds the security in its portfolio.

A call  option on a security  gives the Fund the right to buy the  security at a
certain  price.  The  purchase of a call option on a security  protects the Fund
against  increases  in  the  value  of  the  security  that  it  is  considering
purchasing.  A Fund may sell a call  option  contract  on a security  only if it
holds the security in its portfolio (a covered call).

A Fund may use futures contracts,  or options on futures  contracts,  to protect
against general increases or decreases in the levels of securities prices:

    o    When a Fund  anticipates  a general  decrease  in the  market  value of
         portfolio  securities,  it may sell  futures  contracts.  If the market
         value  falls,  the decline in the Fund's net asset value may be offset,
         in whole or in part, by corresponding gains on the futures position.

    o    When a Fund projects an increase in the cost of fixed-income securities
         or stocks to be acquired in the future,  the Fund may purchase  futures
         contracts on fixed-income  securities or stock indexes.  If the hedging
         transaction   is   successful,   the   increased   cost  of  securities
         subsequently  acquired may be offset,  in whole or in part, by gains on
         the futures position.

Risks From Options And Futures Contracts. Risks to a Fund in options and futures
transactions include the following:

    o    The securities held in a Fund's portfolio may not exactly duplicate the
         security or securities  underlying  the options,  futures  contracts or
         options on futures  contracts  traded by the Fund,  and as a result the
         price of the  portfolio  securities  being  hedged will not move in the
         same amount or direction as the  underlying  index,  securities or debt
         obligation.

    o    A Fund  purchasing  an option may lose the entire amount of the premium
         plus related transaction costs.

    o    If a Fund has  written  a  covered  call  option  and the  price of the
         underlying   security  increases   sufficiently,   the  option  may  be
         exercised.  The Fund will be required  to sell the  security at a price
         below current market value,  with the loss offset only by the amount of
         the premium the Fund received from writing the option.

Zero Coupon Securities and Discount Notes

The Bond Fund, as well as the All America Fund to the extent it invests in fixed
income  securities,  may invest in discount  notes and zero  coupon  securities.
Discount notes mature in one year or less from the date of issuance. Zero coupon
securities may be issued by  corporations,  the U.S.  Government or certain U.S.
Government  agencies.  Discount  notes  and zero  coupon  securities  do not pay
interest.  Instead,  they are  issued at  prices  that are  discounted  from the
principal (par) amount due at maturity.

Risks From Zero Coupon Securities and Discount Notes. Zero coupon securities and
discount  notes may fluctuate  more in market value and be more  difficult for a
Fund to resell  during  periods of interest  rate  changes in the  economy  than
comparable securities that pay interest in cash at regular intervals. The market
values of outstanding debt securities  generally decline when interest rates are
rising,  and during such periods a Fund may lose more  investment  capital if it
sells zero coupon securities prior to their maturity date or expected redemption
date than if it sells comparable  interest-bearing  securities.  In general, the
longer the remaining term to maturity or expected redemption of a security,  the
greater the impact on market value from rising interest rates.


                                      -14-
<PAGE>

Redeemable Securities

An issuer of debt securities,  including zero coupon  securities,  often has the
right after a period of time to redeem (call)  securities  prior to their stated
maturity  date,  either at a specific  date or from time to time.  When interest
rates  rise,  an issuer of debt  securities  generally  is less likely to redeem
securities  that were issued at a lower  interest rate, or for a lower amount of
original  issue  discount  in the case of the zero  coupon  securities.  In such
instance,  the period until redemption or maturity of the security may be longer
than the  purchaser  initially  anticipated,  and the  market  value of the debt
security may decline.  If an issuer redeems a security when prevailing  interest
rates  are  relatively  low,  a Fund  may be  unable  to  reinvest  proceeds  in
comparable securities with similar yields.

American Depository Receipts ("ADRS")

ADRs are  dollar-denominated  receipts that U.S. banks  generally  issue. An ADR
represents the deposit with the bank of a security of a foreign issuer. ADRs are
publicly  traded on  exchanges  or are  traded  over-the-counter  in the  United
States. An ADR has currency risk, because its value is based on the value of the
security  issued by a foreign  issuer.  The All America Fund intends to invest a
small percentage of its total assets in ADRs.

ADRs are  subject  to many of the  same  risks as  foreign  securities,  such as
possible:

    o    unavailablity of financial information,

    o    changes in currency or exchange rates, and

    o    difficulty  by the Adviser or a  Subadviser  in  assessing  economic or
         political trends in a foreign country.

Mortgage-Backed Securities

The Bond Fund,  as well as the All America Fund to the extent it invests in debt
securities, may invest in mortgage-backed securities. These securities represent
interests in pools of mortgage  loans,  or they may be  collateralized  mortgage
obligations   secured   by  pools  of   mortgage   loans   (CMOs).   Holders  of
mortgage-backed  securities  receive  periodic  payments  that  consist  of both
interest and principal from the underlying mortgages.

Some   mortgage-backed   securities   are   issued  by   private   corporations.
Mortgage-backed  securities also include securities guaranteed by the Government
National Mortgage  Association  (Ginnie Maes),  securities issued by the Federal
National Mortgage Association (Fannie Maes),  participation  certificates issued
by the Federal Home Loan Mortgage Corporation (Freddie Macs). The timely payment
of  principal  and  interest  is backed by the full faith and credit of the U.S.
Government  (full faith and credit) in the case of Ginnie Maes,  but Fannie Maes
and Freddie Macs are not full faith and credit obligations.

Risks From Mortgage Backed Securities.  Characteristics  of underlying  mortgage
pools will vary, and it is not possible to precisely  predict the realized yield
or  average  life  of a  particular  mortgage-backed  security,  because  of the
principal prepayment feature inherent in the security.

    o    A decline in interest  rates may lead to  increased  prepayment  of the
         underlying  mortgages,  and the  securityholder  may  have to  reinvest
         proceeds received at lower yields. Unscheduled or early payments on the
         underlying   mortgages  may  shorten  the   effective   maturity  of  a
         mortgage-backed  security  and could  negatively  affect  the yield and
         price of the security.

    o    An increase in interest  rates may lead to prepayment of the underlying
         mortgages  over  a  longer  time  period  than  was  assumed  when  the
         mortgage-backed  security was purchased, and the securityholder may not
         receive  payments  to  reinvest  at higher  rates of  return.  Delay in
         payments  on  the  underlying  mortgages  may  lengthen  the  effective
         maturity  of the  security  and could  negatively  affect the price and
         yield of the security.

    o    Mortgage-backed  securities  issued by private  corporations  generally
         will have more credit risk than  securities  issued by U.S.  Government
         agencies. Freddie Mac and Fannie Mae mortgage-backed securities,  which
         are not full faith and credit  obligations,  may have more  credit risk
         than Ginnie Mae securities.


                                      -15-
<PAGE>

- --------------------------------------------------------------------------------
INFORMATION ABOUT FUND SHARES
- --------------------------------------------------------------------------------

Pricing of Funds' Shares
- --------------------------------------------------------------------------------

The purchase or redemption price of a Fund share is equal to its net asset value
that we next  calculate  after we receive the purchase or  redemption  order.  A
Fund's  net  asset  value  per  share is  equal  to the sum of the  value of the
securities it holds plus any cash or other assets  (including  accrued  interest
and dividends),  minus all liabilities  (including  accrued expenses) divided by
the number of shares  outstanding.  The  Adviser  determines  a Fund's net asset
value as of the close of trading on the New York Stock  Exchange on each day the
New York Stock  Exchange is open for trading (a  Valuation  Day).  The  Exchange
usually closes at 4:00 p.m. Eastern Time but sometimes closes earlier.

    o    In determining a Fund's net asset value, the Adviser uses market value.

    o    If a money market security has a remaining maturity of 60 days or less,
         the  Adviser  will  use the  amortized  cost  method  of  valuation  to
         approximate  market value (the Adviser assumes  constant  proportionate
         amortization in value until maturity of any discount or premium).

    o    If there are any equity or debt  securities  or assets for which market
         quotations are not readily  available,  the Adviser will use fair value
         pricing, as determined in good faith by, or under the direction of, the
         Board of Directors of the Investment Company.

Purchases of Fund Shares
- --------------------------------------------------------------------------------

Only institutional  investors may purchase Fund shares.  Institutional investors
include  endowments,  foundations,  corporations,  not-for-profit  corporations,
municipalities  and other public  entities and trusts.  There is no sales charge
for the purchase of Fund shares.

Mutual of America  Securities  Corporation,  320 Park Avenue, New York, New York
10022 (the  Distributor),  is the principal  underwriter and distributor of Fund
shares.  The Distributor has field offices  throughout the United States for the
offering and sale of shares of the Investment Company's Funds.

A shareholder  must pay the purchase  amount by wire transfer of Federal  Funds.
Wire transfers can be made on any day on which the Investment  Company,  Federal
Reserve Bank of New York and the  Investment  Company's  custodian  and transfer
agent are open and the New York Stock Exchange is open.

The  Investment  Company  reserves  the right to reject any purchase  order,  to
increase or decrease the minimum required initial and subsequent investments and
to waive the minimum for an initial investment or for subsequent investments.


                                      -16-
<PAGE>


How to Purchase Shares of the Funds
- --------------------------------------------------------------------------------

Application:                 A   prospective   purchaser   must   complete   an
                             application,  including any required  resolutions,
                             attached  to  this  Prospectus.   You  may  obtain
                             additional  applications by calling the Investment
                             Company at 1-800-914-8716.

Application Delivery:        A prospective purchaser should deliver a completed
                             application to a registered  representative of the
                             Distributor.    Registered   representatives   are
                             employees  of Mutual  of  America  Life  Insurance
                             Company.

Application Approval:        After the Investment  Company and Distributor have
                             approved   an    application,    the    registered
                             representative  (or the  Investment  Company) will
                             notify the prospective  purchaser that the account
                             has been  established  and that the  purchaser may
                             transmit the initial purchase amount.

Minimum Purchase:            A  shareholders'  initial  purchase  must total at
                             least $25,000, and subsequent purchases must total
                             at least $5,000.

Wire Transfer of Funds:      An investor must send all purchase amounts by wire
                             transfer  of  Federal  Funds  to  the   Investment
                             Company's account at its transfer agent. Your bank
                             may  charge you a fee for the wire  transfer.  You
                             may contact the Investment Company by telephone at
                             1-800-914-8716  between the hours of 9:00 a.m. and
                             8:00 p.m.  Eastern Time,  Monday through Friday on
                             any business day, to advise of an anticipated wire
                             transfer. Your bank should wire funds according to
                             these instructions:

                             State Street Bank and Trust Company
                             Boston, Massachusetts 02101
                             ABA #011-000028
                             BNF = AC-49097181, Mutual Funds F/B/O
                               Mutual of America
                             OBI = Purchaser:         Acct. No.:

                             $   to the Equity Fund $   to the All America Fund
                             $   to the Bond Fund   $   to the Money Market Fund

                             Your  funds  may  be   returned   to  you  if  the
                             Investment  Company or its transfer agent does not
                             have sufficient  information to insure the correct
                             processing of the funds or if your application has
                             not yet been approved.

Receipt of Order:            Wire  transfer  funds  received by the  Investment
                             Company in its account prior to 4:00 p.m.  Eastern
                             Time  will  be   considered   received  that  day.
                             Purchase  amounts received after 4:00 p.m. Eastern
                             Time  will  be  considered  received  on the  next
                             Valuation Day.

Wire Transfer Days:          Wire transfers for the purchase of Fund shares can
                             be made on days when banks (including the transfer
                             agent)  and the New York Stock  Exchange  are open
                             for business.  The Investment Company  anticipates
                             that wire  transfers  cannot be made on  Saturdays
                             and  Sundays,  and the  holidays of Martin  Luther
                             King,   Jr.'s  Birthday,   Presidents'  Day,  Good
                             Friday, Memorial Day, Independence Day, Labor Day,
                             Columbus Day,  Veterans'  Day,  Thanksgiving  Day,
                             Christmas Day and New Year's Day.

Redemptions of Fund Shares
- --------------------------------------------------------------------------------

A  shareholder  at any time may redeem  (sell)  shares of the  Fund(s)  that the
shareholder  owns. There is no deferred sales charge when a shareholder  redeems
shares of the Funds.

If a shareholder's  redemption  order is received by 4:00 p.m. Eastern Time on a
Valuation  Day, the redemption  proceeds  usually will be transmitted on a trade
date-plus-one  basis (the next  Valuation  Day).  Wire  transfers of


                                      -17-
<PAGE>

redemption  proceeds  cannot be made on days the transfer  agent is closed.  See
"Wire transfer Days" above under "How to Purchase Shares of the Funds".

We pay  redemption  proceeds  normally  within  seven  days  of  receipt  of the
redemption request,  unless the Investment Company suspends or delays payment of
redemption proceeds as permitted in accordance with SEC regulations.

A shareholder  will receive  redemption  proceeds in cash  deposited to its bank
account,  except that the Investment Company reserves the right to redeem shares
by the delivery,  in whole or in part, of readily marketable  securities instead
of cash when a shareholder's  redemption proceeds total more than 10% of the net
asset value of a Fund.

The Investment  Company reserves the right to change or waive the minimum amount
for a redemption, which currently is $5,000. The Investment Company reserves the
right to redeem,  upon not less than 30 days'  written  notice,  all shares in a
shareholder's  Fund account when the aggregate  value of the shares is less than
$5,000.

Exchanges of Fund Shares
- --------------------------------------------------------------------------------

A  shareholder  may exchange  shares of one Fund for shares of another  Fund. An
exchange is the  redemption of the shares from one Fund and the  application  of
the redemption proceeds to the immediate purchase of shares of another Fund.

The  Investment  Company  may  terminate  or modify  the  terms of the  exchange
privilege upon 30 days' written notice to shareholders.  The Investment  Company
may refuse to  implement  the  purchase  side of any  exchange  request  that it
concludes  is based on a market  timing  or  asset  allocation  strategy  if the
Investment Company determines the exchange would be disruptive to a Fund.

The Investment  Company reserves the right to change or waive the minimum amount
for an exchange, which currently is $5,000.

How to Place a Redemption or Exchange Order
- --------------------------------------------------------------------------------

Who May Give an Order:               Only  a  shareholder's  authorized  person
                                     using  a  Personal  Identification  Number
                                     (PIN)  that we have  assigned  may place a
                                     redemption  order  or  exchange  order.  A
                                     shareholder  must list authorized  persons
                                     in the  initial  application  to  purchase
                                     Fund shares, in an amended application, or
                                     in another written form that is acceptable
                                     to the Investment Company.

Minimum Amount:                      A redemption or exchange order must be for
                                     at least $5,000.

Orders by  Telephone:                A  shareholder  may place a redemption  or
                                     exchange   order  by   telephone   if  the
                                     shareholder   elected   the   option   for
                                     telephone    orders    in   its    initial
                                     application  to purchase Fund shares or in
                                     an amended application.

                                     A  shareholder  should call the  Investment
                                     Company at 1-800-914-8716 between the hours
                                     of 9:00 a.m.  and 8:00 p.m.  Eastern  Time,
                                     Monday  through Friday on any Valuation Day
                                     to place an order. If a shareholder  places
                                     a redemption  or exchange  order after 4:00
                                     p.m.  Eastern Time on a Valuation Day or on
                                     a day  that  is not a  Valuation  Day,  the
                                     order will be  considered  received  on the
                                     next Valuation Day.

                                     The  Investment  Company  will  verify  the
                                     shareholder's name, the PIN assigned by the
                                     Investment Company to the authorized person
                                     calling   for   the    account    and   the
                                     shareholder's  account number,  and  record
                                     telephone requests.

                                     The  Investment   Company  and  the  Funds'
                                     transfer  agent  will not be liable for any
                                     losses  or  expenses   resulting  from  any
                                     telephone   redemption  or  exchange  order
                                     reasonably  believed  to be  genuine or for
                                     the  inability of a  shareholder  to make a
                                     telephone  request on any  particular  day.
                                     The Investment  Company  reserves the right
                                     to add to or modify its  procedures  in the
                                     future.


                                      -18-
<PAGE>

Orders In  Writing:                  A  shareholder  may make a  redemption  or
                                     exchange    request   in   writing.    The
                                     shareholder must specify the account name,
                                     the  account  number,  the Fund from which
                                     shares  are  to be  redeemed,  the  dollar
                                     amount or number of shares to be redeemed,
                                     and for exchange orders, the Fund or Funds
                                     whose  shares will be  purchased  with the
                                     exchange proceeds.

                                     The  necessary  authorized  person(s)  must
                                     sign  the  order,  and each  signer  should
                                     print his or her name and  title  under the
                                     signature.

                                     A shareholder should send a written request
                                     to Mutual of America  Institutional  Funds,
                                     Inc.,  320 Park Avenue,  New York, New York
                                     10022.  A  shareholder  may send a  written
                                     request  to  the  Regional  Office  of  the
                                     Distributor,  which will foward the request
                                     to the  Investment  Company.  The Valuation
                                     Day for the order will be the Valuation Day
                                     the Investment Company receives the request
                                     at its 320 Park Avenue offices.

Redemption Proceeds:                 A  shareholder  will  receive   redemption
                                     proceeds by wire transfer of Federal Funds
                                     to  the  bank   account   stated   in  the
                                     shareholder's  initial application,  or in
                                     an  amended  application.   An  authorized
                                     person may not  specify a  different  bank
                                     account by telephone.

Exchange Proceeds:                   The  proceeds  from the shares of the Fund
                                     being  exchanged are  immediately  applied
                                     for the  purchase  of  shares  in  another
                                     Fund.

Shareholder Reports and Confirmation Statements
- --------------------------------------------------------------------------------

The Investment Company, on behalf of the Distributor,  will send to shareholders
confirmation statements for each purchase, exchange or redemption transaction. A
confirmation  statement  will show the Fund,  number of shares,  order date, net
asset value per share and dollar amount for the transaction.  A shareholder must
report any error on a confirmation  statement within two weeks after the mailing
or other transmission of the statement to the shareholder.

The Investment Company will send each shareholder a quarterly  statement,  which
will include Fund shares purchased,  exchanged or redeemed during the month, the
net asset value per share and total dollar amount for each transaction,  and the
shareholder's account balance in each Fund at the end of the period.

Dividends, Capital Gains Distributions and Taxation Of Funds
- --------------------------------------------------------------------------------

For each Fund, the Investment  Company declares dividends at the end of June and
end of December to pay out all or substantially all of the Fund's net investment
income  (dividends)  and  declares  dividends  at the end of December to pay out
substantially  all of the Fund's net realized  short and long term capital gains
(capital  gains  distributions).  A Fund  may  make a  special  distribution  in
September  of each year to comply with Federal tax law  requirements  for mutual
funds.

A shareholder  may elect,  in its  application  to purchase Fund shares or in an
amended application, to:

    o    automatically  reinvest  dividends  and  distributions  from a Fund  in
         additional shares of the Fund;

    o    receive dividends and distributions in cash; or

    o    automatically  reinvest  dividends from any Fund in shares of the Money
         Market Fund.

A Fund is not subject to Federal income tax on ordinary  income and net realized
capital gains that it distributes to shareholders, as long as the Fund satisfies
Federal tax law provisions, including certain minimum distribution requirements.
Each Fund is treated as a separate  corporation  for Federal income tax purposes
and must satisfy the tax requirements independently.


                                      -19-
<PAGE>

Shareholder Taxation
- --------------------------------------------------------------------------------

Each  shareholder  should consult its own tax adviser about the Federal,  state,
local and, if applicable,  foreign tax consequences of investing in Fund shares,
because  investors'  tax  situations  will vary.  Below are general  rules about
Federal income taxation for an investor to consider.  When a shareholder redeems
(sells) shares of a Fund, including in an exchange transaction,  the shareholder
will have a gain or a loss on its investment in those shares.

    o    If the  shareholder  owned the  shares  sold for more  than a year,  it
         generally will have a long-term capital gain or loss.

    o    If the shareholder owned the shares sold for less than a year, any gain
         will be short-term  capital gain taxable at ordinary income rates,  and
         any loss may be subject to special tax rules.

When  a  shareholder  receives  dividends  or  distributions  from a  Fund,  the
shareholder  (unless  it is exempt  from  taxation)  will owe tax on the  amount
received,  even if the  shareholder  automatically  reinvests  the  dividend  or
distribution in additional Fund shares. A shareholder will receive  dividends or
distributions when declared and paid by a Fund, even if the shareholder has only
recently purchased Fund shares.

    o    Ordinary  income rates apply to a Fund's  dividends of ordinary  income
         and net realized short-term capital gains.

    o    Capital  gain rates  apply to a Fund's  distributions  of net  realized
         long-term capital gains.

    o    A potential  investor should consider the tax impact of purchasing Fund
         shares when the Fund is expected to pay dividends or  distributions  in
         the near future.

Withholding  For Federal  Income Taxes.  A  shareholder  on its  application  to
purchase  Fund shares may make  representations  and provide  information  to be
exempt from  withholding  for  Federal  income tax on the  Investment  Company's
distributions and dividends and payment of redemption  proceeds.  U.S. corporate
shareholders  and certain other entities named in the Internal  Revenue Code are
exempt from withholding under certain circumstances.

The Investment Company will withhold for Federal income tax if:

    o    a  shareholder  has not  provided  a  correct  taxpayer  identification
         number, or

    o    a  shareholder  has not made the  certifications  required to be exempt
         from withholding, or

    o    the  Investment  Company or the  shareholder  has been  notified by the
         Internal  Revenue  Service that the  shareholder  is subject to back-up
         withholding.

A shareholder may credit any amount  withheld by the Investment  Company against
the Federal income tax liability of the shareholder.

Each January,  the Investment  Company will provide reports to Fund shareholders
of the Federal  income tax status of  distributions  and  dividends  made by the
Funds during the previous year.


                                      -20-
<PAGE>


- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

The financial  highlights  tables are intended to help you understand the Funds'
financial  performance.  They  show  performance  for  the  period  of a  Fund's
operations,  because  the Funds  have  operated  less than five  years.  Certain
information reflects financial results for a single Fund share.

The total returns in the table  represent  the rate that an investor  would have
earned or lost on an investment in the particular Fund (assuming reinvestment of
all dividends and  distributions).  This  information has been audited by Arthur
Andersen  LLP,  whose  report,  along with the  Investment  Company's  financial
statements, are included in the annual report, which is available upon request.

All America Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                                ----------------------
                                                                         1999      1998       1997      1996(d)
                                                                         ----      ----       ----      -------
<S>                                                                   <C>        <C>        <C>        <C>
Net Asset Value, Beginning of Year/Period .........................   $   15.08  $   12.65  $   10.98  $   10.00
                                                                      ---------  ---------  ---------  ---------
Income From Investment Operations:
  Net Investment Income ...........................................         .09        .07        .08        .06
  Net Gains or Losses on Securities (realized and unrealized) .....        3.81       2.57       2.77        .98
                                                                      ---------  ---------  ---------  ---------
    Total From Investment Operations ..............................        3.90       2.64       2.85       1.04
                                                                      ---------  ---------  ---------  ---------
Less Dividend Distributions:
  From net investment income ......................................        (.08)      (.08)      (.08)      (.06)
  From capital gains ..............................................       (2.43)      (.13)     (1.10)        --
                                                                      ---------  ---------  ---------  ---------
    Total Distributions ...........................................       (2.51)      (.21)     (1.18)      (.06)
                                                                      ---------  ---------  ---------  ---------

Net Asset Value, End of Year/Period ...............................   $   16.47  $   15.08  $   12.65  $   10.98
                                                                      =========  =========  =========  =========
Total Return(a)....................................................       26.0%      21.0%      26.0%      10.4%

Ratios/Supplemental Data
Net Assets, End of Year/Period ($ millions) .......................   $   72.4   $   70.8   $   56.7   $   55.5
Ratio of Net Investment Income to Average Net Assets ..............         .51%       .55%       .59%       .95%(b)
Ratio of Expenses to Average Net Assets ...........................         .85%       .84%       .84%       .87%(b)
Ratio of Expenses to Average Net Assets after Expense Reimbursement         .84%       .82%       .81%       .85%(b)
Portfolio Turnover Rate(c) ........................................       34.89%     41.25%     35.96%      9.33%
</TABLE>

- ----------
 (a) Not annualized. Total Return would have been lower had certain
     expenses not been reduced through expense reimbursement (Note 2).
 (b) Annualized.
 (c) Portfolio turnover rate excludes short-term securities.
 (d) Commenced operations May 1, 1996.


                                      -21-
<PAGE>

Equity Index Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                  Year Ended
                                                                             December 31, 1999(d)
                                                                            ----------------------
<S>                                                                                <C>
Net Asset Value, Beginning of Period .......................................       $10.00
                                                                                   ------
Income From Investment Operations:
  Net Investment Income ....................................................          .08
  Net Gains or Losses on Securities (realized and unrealized) ..............          .82
                                                                                   ------
    Total From Investment Operations .......................................          .90
                                                                                   ------
Less Dividend Distributions:
  From net investment income ...............................................         (.08)
  From capital gains .......................................................         (.02)
                                                                                   ------
    Total Distributions ....................................................         (.10)
                                                                                   ------
Net Asset Value, End of Year/Period ........................................       $10.80
                                                                                   ------
Total Return(a).............................................................          9.0%

Ratios/Supplemental Data
Net Assets, End of Year/Period ($ millions) ................................        $29.5
Ratio of Net Investment Income to Average Net Assets .......................         1.22%(b)
Ratio of Expenses to Average Net Assets ....................................          .63%(b)
Ratio of Expenses to Average Net Assets after Expense Reimbursement ........          .32%(b)
Portfolio Turnover Rate(c) .................................................         5.67%
</TABLE>

Bond Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                             -----------------------
                                                                       1999      1998      1997     1996(e)
                                                                       ----      ----      ----     ------
<S>                                                                   <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Year/Period .........................   $10.41    $10.41    $10.13    $10.01
                                                                      ------    ------    ------    ------
Income From Investment Operations:
  Net Investment Income ...........................................      .60       .61       .59       .38

  Net Gains or Losses on Securities (realized and unrealized) .....     (.87)      .24       .29       .12
                                                                      ------    ------    ------    ------

    Total From Investment Operations ..............................     (.27)      .85       .88       .50
                                                                      ------    ------    ------    ------
Less Dividend Distributions:
  From net investment income ......................................     (.60)     (.62)     (.59)     (.38)
  From capital gains ..............................................     (.09)     (.23)     (.01)       --
                                                                      ------    ------    ------    ------

    Total Distributions ...........................................     (.69)     (.85)     (.60)     (.38)
                                                                      ------    ------    ------    ------

Net Asset Value, End of Year/Period ...............................   $ 9.45    $10.41    $10.41    $10.13
                                                                      ======    ======    ======    ======

Total Return(a)....................................................    (3.5)%      8.3%      8.9%     5.0%

Ratios/Supplemental Data
Net Assets, End of Year/Period ($ millions) .......................   $28.7      $25.2     $22.1    $21.0
Ratio of Net Investment Income to Average Net Assets ..............     6.23%      5.84%     5.69%    5.63%(b)
Ratio of Expenses to Average Net Assets ...........................      .93%       .97%     1.00%     .90%(b)
Ratio of Expenses to Average Net Assets After Expense Reimbursement      .70%       .70%      .70%     .70%(b)
Portfolio Turnover Rate(c) ........................................    10.07%     33.32%    56.18%   17.85%
</TABLE>

- ----------
 (a) Not annualized. Total Return would have been lower had certain
     expenses not been reduced through expense reimbursement (Note 2).
 (b) Annualized.
 (c) Portfolio turnover rate excludes short-term securities.
 (d) Commenced operations May 3, 1999.
 (e) Commenced operations May 1, 1996.


                                      -22-
<PAGE>

Money Market Fund
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Year Ended December 31,
                                                                                      ----------------------
                                                                                     1999      1998     1997(d)
                                                                                    ------    ------    ------
<S>                                                                                 <C>       <C>       <C>
Net Asset Value, Beginning of Year/Period .......................................   $10.23    $10.15    $10.00
                                                                                    ------    ------    ------
Income From Investment Operations:
  Net Investment Income .........................................................      .50       .52       .35
  Net Gains or Losses on Securities (realized and unrealized) ...................       --        --        --
                                                                                    ------    ------    ------
    Total From Investment Operations ............................................      .50       .52       .35
                                                                                    ------    ------    ------

Less: Dividend Distributions From Net Investment Income .........................     (.34)     (.44)     (.20)
                                                                                    ------    ------    ------
    Total Distributions .........................................................     (.34)     (.44)     (.20)
                                                                                    ------    ------    ------
Net Asset Value, End of Year/Period .............................................   $10.39    $10.23    $10.15
                                                                                    ======    ======    ======
Total Return(a)..................................................................      4.9%      5.3%      3.5%

Ratios/Supplemental Data
Net Assets, End of Year/Period ($ millions) .....................................    $30.2     $ 6.5     $ 7.5
Ratio of Net Investment Income to Average Net Assets ............................     4.86%     5.14%     5.17%(b)
Ratio of Expenses to Average Net Assets .........................................     1.02%     3.21%     2.47%(b)
Ratio of Expenses to Average Net Assets after Expense Reimbursement .............      .40%      .40%      .40%(b)
Portfolio Turnover Rate(c) ......................................................      N/A       N/A       N/A
</TABLE>

- --------------
 (a) Not annualized. Total return would have been lower had certain expenses
     not been reduced through expense reimbursement (Note 2).
 (b) Annualized.
 (c) Portfolio turnover rate excludes short-term securities.
 (d) Commenced operations May 1, 1997.
 N/A Not Applicable

                                      -23-
<PAGE>

                               Investment Company

                   Mutual of America Institutional Funds, Inc.

                                   Distributor
                                   -----------

                    Mutual of America Securities Corporation

                               Investment Adviser
                               ------------------

                Mutual of America Capital Management Corporation

                Subadvisers for a portion of the All America Fund
                -------------------------------------------------

                           Fred Alger Management, Inc.

                              Oak Associates, Ltd.

                              Independent Auditors
                              --------------------

                               Arthur Andersen LLP

                                     Counsel
                                     -------

                      Swidler Berlin Shereff Friedman, LLP

                                    Custodian
                                    ---------

                            The Chase Manhattan Bank

                                 Transfer Agent
                                 --------------

                       State Street Bank and Trust Company


     The Investment Company sells shares of its Funds only to institutional
                                   investors.

<PAGE>

MUTUAL OF AMERICA INSTITUTIONAL FUNDS, INC.

320 Park Avenue, New York, New York 10022                         1-800-914-8716

You May Obtain More Information
- --------------------------------------------------------------------------------

Registration   Statement.  We  have  filed  with  the  Securities  and  Exchange
Commission  (the  Commission)  a  Registration  Statement  about the  Investment
Company.  The Registration  Statement  includes this prospectus,  a Statement of
Additional  Information  (the SAI),  and exhibits.  You may examine and copy the
Registration  Statement at the Commission's Public Reference Room in Washington,
DC.  You may call  1-800-SEC-0330  to learn  about the  operation  of the Public
Reference Room.

Statement of Additional  Information.  The SAI contains  additional  information
about the Investment  Company and its Funds.  We  incorporate  the SAI into this
Prospectus by reference.

Semi-Annual  and  Annual  Reports.   Additional  information  about  the  Funds'
investments  is available in the  Investment  Company's  annual and  semi-annual
reports to shareholders.  In the annual reports, you will find a discussion (for
all Funds except the Money Market Fund) of the market  conditions and investment
strategies that  significantly  affected the Funds'  performance during its last
fiscal year.

How To Obtain the SAI and  Reports.  You may obtain a free copy of the SAI or of
the  Investment   Company's  most  recent  annual  and   semi-annual   financial
statements, by:

    o  writing to us at 320 Park Avenue, New York, NY 10022, Attn: Institutional
       Funds, or

    o  calling 1-800-914-8716 and asking for the Investment Company.

The  Commission has an Internet web site at  http://www.sec.gov.  You may obtain
the  Investment  Company's  Registration  Statement,  including the SAI, and its
semi-annual and annual reports through the Commission's  Internet site. You also
may obtain copies of these documents, upon your payment of a duplicating fee, by
writing to the Commission's Public Reference Section, Washington, DC 20549-6009.

Where To Direct  Questions.  If you have  questions  about the operations of the
Investment Company,  you should contact your representative at Mutual of America
Securities  Corporation.  You may call  1-800-914-8716 for the address and phone
number of the office nearest you.

Investment Company Act of 1940 Act File Number 811-8922

- --------------------------------------------------------------------------------

Prospectus dated May 1, 2000

<PAGE>

                                MUTUAL OF AMERICA
                                INSTITUTIONAL
                                FUNDS, INC.

                                EQUITY INDEX FUND

                                ALL AMERICA FUND

                                BOND FUND

                                MONEY MARKET FUND

                                Distributed by:

                                MUTUAL OF AMERICA SECURITIES CORPORATION
                                320 PARK AVENUE
                                NEW YORK, NY 10022-6839
                                ................................................


                                Investment Adviser
                                MUTUAL OF AMERICA CAPITAL MANAGEMENT CORPORATION


                                Transfer and Shareholder Services Agent
                                STATE STREET BANK AND TRUST COMPANY


                                Investment Accounting Agent
                                MUTUAL OF AMERICA CAPITAL MANAGEMENT CORPORATION


                                Independent Accountants
                                ARTHUR ANDERSEN LLP


                                Custodian
                                THE CHASE MANHATTAN BANK



<PAGE>

MUTUAL OF AMERICA
INSTITUTIONAL FUNDS, INC.

320 PARK AVENUE
NEW YORK NY 10022-6839

Application and Authorization Form

|_| Initial      Distributor:
|_| Amendment    Mutual of America Securities Corporation
                 Member NASD/SIPC
                 320 Park Avenue, New York, NY 10022-6839

     Taxpayer ID Number

- ---------------------------
 (Account Number Assigned)


- ---------------------------
1. Applicant's Account
   Identification
   Please print


- --------------------------------------------------------------------------------
FULL LEGAL NAME OF INSTITUTION (OWNER OF ACCOUNT)              TELEPHONE NUMBER

- --------------------------------------------------------------------------------
ADDRESS                                                        FAX NUMBER

- --------------------------------------------------------------------------------
CITY                                             STATE                 ZIP CODE

- --------------------------------------------------------------------------------
TO THE ATTENTION OF (NAME AND TITLE)

- --------------------------------------------------------------------------------
NAME, TITLE AND ADDRESS OF PERSON TO RECEIVE |_| TAX REPORTS
                                             |_| DUPLICATE CONFIRMATIONS
- ---------------------------
2. Type of Entity
   Check applicable boxes,
   and fill in blanks


|_| Endowment   |_| Not-for-Profit Corporation   |_| Foundation  |_| Corporation

|_| Trust       |_| Partnership (general) (limited) Circle one

|_| Other
          ----------------------------------------------------------------------

Year entity started               State where formed
                    -------------                    ---------------------------

- ---------------------------
3. Initial Investment in
   Fund Portfolios
   By wire transfer only


Total Investment $                     (minimum $25,000 unless waived by
                  -------------------- Institutional Fund)

All America $                                 Bond $
              ------------------------------         ---------------------------

Money Market $                                Equity Index $
               ------------------------------                -------------------

- --------------------------
4. Telephone Redemption
   and Exchange Requests
   Check one box


|_|  Redemption  and exchange  requests  may be made by telephone by  Authorized
     Persons  (Item 7 below)  or any  person  reasonably  believed  by Mutual of
     America  Institutional Funds, Inc. ("the Institutional Fund"), State Street
     Bank and Trust Company ("Transfer  Agent"), or Mutual of America Securities
     Corporation ("Distributor") to be an Authorized Person.

|_|  Redemption and exchanges may be made in writing only.

- --------------------------
5. Dividends and
   Distributions
   Check one box


|_|  Pay all dividends and capital gains distributions in cash to shareholder by
     wire transfer to account specified in Item 6 of this Application.

|_|  Invest all  dividends  and capital  gains  distributions  from all Funds in
     Money Market Fund shares.

|_|  Reinvest  all  dividends  and capital  gains  distributions  from a Fund in
     additional Fund shares.

<PAGE>

- --------------------------
6. Payment of Proceeds
   to Owner
   Information is required

       May only be changed by
       amendment to Application

All redemption proceeds,  and dividends and capital gains distributions that are
to be paid to  Applicant,  should  be sent by  wire  transfer  to  Applicant  as
follows:

Bank Name
          ----------------------------------------------------------------------

Address
        ------------------------------------------------------------------------

City                                                  State      Zip Code
     -------------------------------------------------      -----         ------

ABA No.
        ------------------------------------------------------------------------

Branch Name (if any) and ABA No.
                                 -----------------------------------------------

Account name and No.
                     -----------------------------------------------------------

- --------------------------
7. Authorized Persons

   May only be changed by
   amendment to Application

The following  persons have the right and authority to give  instructions and to
take actions as Authorized  Persons as contemplated in this  Application and the
prospectus  of the  Institutional  Fund,  each  Authorized  person has been duly
elected or appointed and legally holds the office or position specified, and the
signature set forth  opposite the name of each  Authorized  Person is a true and
correct specimen. --attach pages if necessary--


Name and Title (Please print)           Signature


- -----------------------------------     ----------------------------------------


- -----------------------------------     ----------------------------------------


- -----------------------------------     ----------------------------------------




- --------------------------
8. Confirms, Statements,
   Telephone Recording

Each report of the  execution of an order and  statement of the account shall be
conclusive  if  Applicant  does not notify the  Institutional  Fund of any error
within two weeks after the  mailing or other  transmission  of such  document to
Applicant.  Applicant  authorizes the Institutional Fund, Transfer Agent and the
Distributor,  each in their discretion and without prior notice to Applicant, to
record and/or monitor  telephone  conversations  in connection with  Applicant's
account and transactions in Fund shares.

- ---------------------------
9. Certificate of Authority

By  signing  this  Application  and  delivering  it to the  Institutional  Fund,
Applicant  represents  and  warrants  that it has the  power  and  authority  to
purchase Fund shares  through the  Distributor,  on the terms and conditions set
forth in this Application and the Institutional Fund prospectus, and each signer
of the  Application  represents and warrants that he (or she) is duly authorized
to sign on behalf of Applicant.

Upon  Applicant's  request,  the  Institutional  Fund will provide (1) a form of
Certificate of  Resolutions  and  Incumbency,  for use by a corporation or other
entity  that has a Board of  Directors  or Board of  Trustees,  or (2) a form of
Certificate of Authority and Authorized Persons, for use by a trust, partnership
or other unincorporated entity.

<PAGE>

- ---------------------------
10. Financial Information
    Give approximate
    amounts

Annual Income/Revenue: $           Current securities Portfolio: $
                       ------------                               --------------

Surplus (or Net Worth/Net Assets): $            Total Assets: $
                                    ----------                 -----------------


- ---------------------------
11. Investing Information

Does Applicant receive  investment advice for the purchase or sale of securities
from any of the following? Yes |_| No |_| If "Yes" check all that apply:

|_| In-House Investment Professionals |_| Bank Trust Department
|_| Investment Adviser |_| Investment Committee of Board
|_| Other:
          ------------------------------------

Does Applicant  understand  the investment  risks,  including  market risks,  or
owning shares of the Mutual of America Institutional Funds?      |_| Yes |_| No

Will Applicant redeem holdings in any mutual fund, certificate of deposit, or
other investment to purchase Institutional Fund shares?          |_| Yes |_| No

State redemption amount and, if applicable, the total fee or
penalty:
        -----------------------


- ---------------------------
12. Investment Objectives

Are the  investment  objectives of the Funds of Mutual of America  Institutional
Funds, Inc.  consistent with Applicant's  current investment  objectives?  Check
appropriate box(es) below.

All America Fund - total return by capital growth and, to a
lesser extent, current income:                               |_| Yes |_| No

Equity Index Fund - investment results that correspond to the performance
of common stocks included in the S&P 500 Index:              |_| Yes |_| No

Bond Fund - current income with preservation of capital a secondary
objective:                                                   |_| Yes |_| No

Money Market Fund - current income to extent consistent with liquidity,
investment quality and stability of capital:                 |_| Yes |_| No

Do you expect to redeem All America Fund,  Equity Index Fund or Bond Fund shares
within 30 to 60 days from the date of initial investment to meet
short-term liquidity needs?                                  |_| Yes |_| No


- ---------------------------
13. Investment Experience
    Check the level of
    Applicant's experience in
    securities listed

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
                                None     Some     Much                               None    Some     Much
<S>                             <C>      <C>      <C>        <C>                     <C>     <C>      <C>
  Exchange-listed equities                                   Government bonds
- ----------------------------------------------------------------------------------------------------------
  NASDAQ/OTC equities                                        Equity mutual funds
- ----------------------------------------------------------------------------------------------------------
  Corporate bonds                                            Bond mutual funds
- ----------------------------------------------------------------------------------------------------------
</TABLE>


- ---------------------------
14. Pre-Dispute Arbitration Agreement

Arbitration  will be used to resolve any  dispute  between  Applicant  (you) and
Mutual of America  Securities  Corporation  (us).  Mutual of America  Securities
Corporation serves as a distributor of shares of Mutual of America Institutional
Funds,  Inc. and may in the future  distribute shares of additional mutual funds
(together, the "Funds"). Arbitration forums were conceived by the Securities and
Exchange  Commission,  the New  York  Stock  Exchange,  Inc.,  and the  National
Association  of  Securities  Dealers,  Inc.  to  provide  a  dispute  resolution
mechanism that is an alternative to court proceedings and that is expected to be
more efficient and less costly than court litigation.

You acknowledge that you are aware of the following aspects of arbitration:

      1. Arbitration is final and binding on the parties.

      2. The parties waive their right to seek remedies in court,  including the
         right to jury trial.

      3. Pre-arbitration  discovery is generally more limited than and different
         from court proceedings.

      4. The  arbitrators'  award is not required to include factual findings or
         legal   reasoning,   and  any  party's  right  to  appeal  or  to  seek
         modification of rulings by the arbitrators is strictly limited.

      5. The  panel  of  arbitrators  will  typically   include  a  minority  or
         arbitrators  who  were  or  who  are  affiliated  with  the  securities
         industry.

<PAGE>


You agree that all  controversies  that may arise  between you and us concerning
any order or transaction, or concerning the continuation,  performance or breach
of the Agreement,  the Application for the purchase of Fund shares, or any other
agreement between you and us, shall be determined by arbitration  before a panel
of  independent  arbitrators  set up by the National  Association  of Securities
Dealers,  Inc.,  conducted  in  accordance  with  the  arbitration  rules of the
National Association of Securities Dealers, Inc. New York law, without regard to
choice of law  provisions,  shall govern and shall be applied by the arbitrators
to any such  controversy.  Punitive  damages,  if any,  shall be  limited to the
maximum  extent  permitted by the National  Association  of Securities  Dealers,
Inc.,  or otherwise  permitted  by law.  You  understand  and  acknowledge  that
judgment  upon any  arbitration  award may be entered in any court of  competent
jurisdiction.

No person shall bring a putative or certified class action to  arbitration,  nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated  in court a putative  class  action;  or who is a member of a putative
class who has not opted out of the class with respect to any claims  encompassed
by the putative class action,  until: (1) the class  certification is denied, or
(ii) the class is decertified,  or (iii) the customer is excluded from the class
by the court.  Such  forbearance to enforce an agreement to arbitrate  shall not
constitute  a waiver of any  rights  under this  agreement  except to the extent
stated herein.


- ---------------------------
15. Tax Certification
    Check one box

Applicant is a tax-exempt organization: |_| Yes    |_| No

Important: If Applicant is for any reason subject to backup withholding,  strike
out phrase (2).

Applicant  certifies under penalties of perjury that (1) the number shown in the
Taxpayer ID box above is Applicant's correct taxpayer identification number; and
(2)  Applicant  is not subject to backup  withholding  because (a)  Applicant is
exempt from backup  withholding,  or (b)  Applicant has not been notified by the
IRS that it is subject to backup  withholding as a result of a failure to report
all interest or dividends,  or (c) the IRS has notified the Applicant that it is
no longer subject to backup withholding.


- ---------------------------
16. Acceptance and Signature(s)

    Do not wire funds until
    you have been notified of
    Application approval

The Applicant affirms that: it has received the prospectus for the Institutional
Fund;  the  information  and   certifications  set  forth  in  this  Application
(amendment) are true and correct, and the Institutional Fund, the Transfer Agent
and the  Distributor are entitled to rely on them until the  Institutional  Fund
receives  actual written notice in accordance  with its procedures of any change
to the  information  and/or  certifications;  and  Applicant  has  reviewed  the
Pre-Dispute  Arbitration  Agreement  in Paragraph 14 and agrees to its terms and
has reviewed the tax certification in Paragraph 15.

APPLICANT
         -----------------------------------------------------------------------

By:
   --------------------------------------------
   Signature

                                                 Date:
- -----------------------------------------------       ---------
Print Name and Title of Authorized Person



By:
   --------------------------------------------
   Signature [If required]


                                                             Date:
- ------------------------------------------------------------      ---------
Print Name and Title of Secretary or Other Authorized Person

(seal)



THE FOLLOWING IS TO BE COMPLETED BY MUTUAL OF AMERICA SECURITIES CORPORATION


Did  Consultant   solicit  the   Applicant's   purchase  of  Mutual  of  America
Institutional Funds, Inc., shares?                               |_| Yes |_| No

How long has Consultant known Applicant?                    (Months or Years)
                                         -------------------

Consultant  represents and certifies that: (1) based on the information provided
to  me  by  Applicant,   the  purchase  of  shares  of  the  Mutual  of  America
Institutional  Funds, Inc. (the "Funds") is suitable for the Applicant's  stated
investment  objective(s) and financial position;  (2) the Applicant has received
the  current  prospectus  for the Funds and any  supplements  thereto;  (3) I am
properly licensed with Mutual of America Securities Corporation at the state and
federal  levels  to sell  shares  of the  Funds  to  Applicant;  (4) when I have
knowledge of any changes or updates to information provided by Applicant, I will
promptly  modify the  records of Mutual of America  Securities  Corporation.  My
suitability determination was based on (check as applicable and attach summaries
of discussions or other information obtained):

|_| Discussions with Applicant or Applicant's Adviser

|_| Financial or other information provided by Applicant or its Adviser


- --------------------------------------------------------------------------------
SIGNATURE OF CONSULTANT, AS REGISTERED REPRESENTATIVE OF SECURITIES CORP.


- --------------------------------------------------------------------------------
PRINT NAME                                                            DATE


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- --------------------------------------------------------------------------------
SIGNATURE OF REGISTERED PRINCIPAL OF SECURITIES CORP.


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PRINT NAME                                    DATE>


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