EX-99.A19 3 0003.txt ARTICLES SUPPLEMENTARY AMERICAN CENTURY MUTUAL FUNDS, INC. ARTICLES SUPPLEMENTARY AMERICAN CENTURY MUTUAL FUNDS, INC., a Maryland corporation whose principal Maryland office is located in Baltimore, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to the authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has duly established two new series of shares titled Golconda All-Cap and Golconda Large-Cap (hereinafter referred to as "Series") for the Corporation's stock and has allocated Six Hundred Million (600,000,000) shares of the Eleven Billion One Hundred Million (11,100,000,000) shares of authorized capital stock of the Corporation, par value One Cent ($0.01) per share, for the aggregate par value of Six Million Dollars ($6,000,000) to the new Series. As a result of the action taken by the Board of Directors referenced in Article FIRST of these Articles Supplementary, the fifteen (15) Series of stock of the Corporation and the number of shares and aggregate par value of each is as follows: Aggregate Series No. of Shares Par Value ------ ------------- --------- Growth Fund 1,000,000,000 $10,000,000 Select Fund 500,000,000 5,000,000 Ultra Fund 4,000,000,000 40,000,000 Vista Fund 1,000,000,000 10,000,000 Heritage Fund 500,000,000 5,000,000 Giftrust Fund 200,000,000 2,000,000 Balanced Fund 200,000,000 2,000,000 Bond Fund 200,000,000 2,000,000 Limited-Term Bond Fund 200,000,000 2,000,000 Intermediate-Term Bond Fund 200,000,000 2,000,000 New Opportunities Fund 200,000,000 2,000,000 High-Yield Fund 200,000,000 2,000,000 Tax-Managed Value Fund 200,000,000 2,000,000 Golconda All-Cap Fund 300,000,000 3,000,000 Golconda Large-Cap Fund 300,000,000 3,000,000 The par value of each share of stock in each Series is One Cent ($0.01) per share. SECOND: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation, the Board of Directors of the Corporation (a) has duly established classes of shares (each hereinafter referred to as a "Class") for the Series of the capital stock of the Corporation and (b) has allocated the shares designated to the Series in Article FIRST above among the Classes of shares. As a result of the action taken by the Board of Directors, the Classes of shares of the fifteen (15) Series of stock of the Corporation and the number of shares and aggregate par value of each is as follows: Aggregate Series Name Class Name No. of Shares Par Value ----------- ---------- ------------- --------- Growth Fund Investor 710,000,000 $7,100,000 Institutional 80,000,000 800,000 Service 0 0 Advisor 210,000,000 2,100,000 Select Fund Investor 360,000,000 3,600,000 Institutional 40,000,000 400,000 Service 0 0 Advisor 100,000,000 1,000,000 Ultra Fund Investor 3,500,000,000 35,000,000 Institutional 200,000,000 2,000,000 Service 0 0 Advisor 300,000,000 3,000,000 Vista Fund Investor 710,000,000 7,100,000 Institutional 80,000,000 800,000 Service 0 0 Advisor 210,000,000 2,100,000 Heritage Fund Investor 354,000,000 3,540,000 Institutional 41,000,000 410,000 Service 0 0 Advisor 105,000,000 1,050,000 Giftrust Fund Investor 200,000,000 2,000,000 Balanced Fund Investor 134,000,000 1,340,000 Institutional 16,000,000 160,000 Service 0 0 Advisor 50,000,000 500,000 Bond Fund Investor 150,000,000 1,500,000 Service 0 0 Advisor 50,000,000 500,000 Limited-Term Bond Fund Investor 150,000,000 1,500,000 Service 0 0 Advisor 50,000,000 500,000 Aggregate Series Name Class Name No. of Shares Par Value ----------- ---------- ------------- --------- Intermediate-Term Bond Fund Investor 150,000,000 1,500,000 Service 0 0 Advisor 50,000,000 500,000 New Opportunities Fund Investor 200,000,000 2,000,000 High Yield Fund Investor 100,000,000 1,000,000 Advisor 100,000,000 1,000,000 Tax-Managed Value Fund Investor 134,000,000 1,340,000 Institutional 16,000,000 160,000 Advisor 50,000,000 500,000 Golconda All-Cap Fund Investor 200,000,000 2,000,000 Institutional 50,000,000 500,000 Advisor 50,000,000 500,000 Golconda Large-Cap Fund Investor 200,000,000 2,000,000 Institutional 50,000,000 500,000 Advisor 50,000,000 500,000 THIRD: Except as otherwise provided by the express provisions of these Articles Supplementary, nothing herein shall limit, by inference or otherwise, the discretionary right of the Board of Directors to serialize, classify or reclassify and issue any unissued shares of any Series or Class or any unissued shares that have not been allocated to a Series or Class, and to fix or alter all terms thereof, to the full extent provided by the Articles of Incorporation of the Corporation. FOURTH: A description of the series and classes of shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption is set forth in the Articles of Incorporation of the Corporation and is not changed by these Articles Supplementary, except with respect to the creation and/or designation of the various Series. FIFTH: The Board of Directors of the Corporation duly adopted resolutions dividing into Series the authorized capital stock of the Corporation and allocating shares to each Series as set forth in these Articles Supplementary. SIXTH: The Board of Directors of the Corporation duly adopted resolutions establishing the Series and allocating shares to the Series, as set forth in Article FIRST, and dividing the Series of capital stock of the Corporation into Classes as set forth in Article SECOND. IN WITNESS WHEREOF, AMERICAN CENTURY MUTUAL FUNDS, INC. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Vice President and attested to by its Assistant Secretary on this 2nd day of August, 1999. AMERICAN CENTURY MUTUAL FUNDS, INC. ATTEST: /s/ Brian L. Brogan By:/s/ David C. Tucker ------------------------------ ----------------------------- Name: Brian L. Brogan Name: David C. Tucker Title: Assistant Secretary Title: Vice President THE UNDERSIGNED Vice President of AMERICAN CENTURY MUTUAL FUNDS, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, the foregoing Articles Supplementary to the Charter to be the corporate act of said Corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects under the penalties of perjury. Dated: August 2, 1999 /s/ David C. Tucker -------------------------------- David C. Tucker, Vice President