EX-99.A53 2 acmf41017ex99a53articlesof.htm EXHIBIT 99.A53 Exhibit



AMERICAN CENTURY MUTUAL FUNDS, INC.

ARTICLES OF AMENDMENT

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: The Corporation is registered as an open-end company under the Investment Company Act of 1940.

SECOND: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors of the Corporation has:

(i)
liquidated the Focused Growth Fund effective October 21, 2016;

(ii)
eliminated the C Class of shares for Adaptive Equity Fund;

(iii)
determined to change the name of the Institutional Class to I Class for the series of shares titled Growth Fund, Select Fund, Ultra Fund, Heritage Fund, All Cap Growth Fund, Balanced Fund, New Opportunities Fund, Capital Value Fund, Adaptive Equity Fund, Small Cap Growth Fund, and Sustainable Equity Fund;

(iv)
duly established a new R5 Class for the series of shares titled Growth Fund, Select Fund, Ultra Fund, Heritage Fund, Balanced Fund, Small Cap Growth Fund, and Sustainable Equity Fund;

(v)
duly established a new Y Class for the series of shares titled Growth Fund, Select Fund, Ultra Fund, Heritage Fund, Small Cap Growth Fund, and Sustainable Equity Fund;

(vi)
duly approved increasing the number of shares of capital stock that the Corporation has the authority to issue to Thirteen Billion (13,000,000,000); and

(vii)
increased in some cases and decreased in some cases the number of shares of capital stock of certain series and classes that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law (the “Reallocation”).

THIRD: Immediately prior to the Reallocation the Corporation had the authority to issue Twelve Billion (12,000,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Thirteen Billion (13,000,000,000) shares of capital stock.

FOURTH: The par value of shares of the Corporation's capital stock before the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.

FIFTH: Immediately prior to the Reallocation, the aggregate par value of all shares of stock that the Corporation was authorized to issue was One Hundred Twenty Million Dollars ($120,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is One Hundred Thirty Million Dollars ($130,000,000).



SIXTH: Immediately prior to the Reallocation the number of shares allocated among the duly established classes of shares (each hereinafter referred to as a “Class”) of the fourteen (14) series of stock and aggregate par value of each Class was as follows:
Series Name
Class Name
No. of Shares
Aggregate
Par Value
Growth Fund
Investor
1,330,000,000
$13,300,000
 
Institutional
420,000,000
4,200,000
 
A
200,000,000
2,000,000
 
C
15,000,000
150,000
 
R
30,000,000
300,000
 
R6
95,000,000
950,000
Select Fund
Investor
310,000,000
3,100,000
 
Institutional
35,000,000
350,000
 
A
60,000,000
600,000
 
C
20,000,000
200,000
 
R
30,000,000
300,000
 
R6
45,000,000
450,000
 
 
 
 
Ultra Fund
Investor
3,400,000,000
34,000,000
 
Institutional
200,000,000
2,000,000
 
A
80,000,000
800,000
 
C
20,000,000
200,000
 
R
40,000,000
400,000
 
R6
50,000,000
500,000
 
 
 
 
Heritage Fund
Investor
1,270,000,000
12,700,000
 
Institutional
120,000,000
1,200,000
 
A
450,000,000
4,500,000
 
C
80,000,000
800,000
 
R
40,000,000
400,000
 
R6
60,000,000
600,000
 
 
 
 
All Cap Growth Fund
Investor
275,000,000
2,750,000
 
Institutional
20,000,000
200,000
 
A
20,000,000
200,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
 
 
 
Balanced Fund
Investor
350,000,000
3,500,000
 
Institutional
25,000,000
250,000
 
 
 
 
New Opportunities Fund
Investor
200,000,000
2,000,000
 
Institutional
20,000,000
200,000
 
A
15,000,000
150,000
 
C
15,000,000
150,000
 
R
15,000,000
150,000
 
 
 
 


2


Series Name
Class Name
No. of Shares
Aggregate
Par Value
Capital Value Fund
Investor
200,000,000
2,000,000
 
Institutional
15,000,000
150,000
 
A
40,000,000
400,000
 
 
 
 
Adaptive Equity Fund (f/k/a Veedot
Investor
200,000,000
2,000,000
Fund)
Institutional
90,000,000
900,000
 
A
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
 
R6
50,000,000
500,000
 
 
 
 
Small Cap Growth Fund
Investor
160,000,000
1,600,000
 
Institutional
160,000,000
1,600,000
 
A
110,000,000
1,100,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
R6
45,000,000
450,000
 
 
 
 
Sustainable Equity Fund (f/k/a
Investor
140,000,000
1,400,000
Fundamental Equity Fund)
Institutional
20,000,000
200,000
 
A
140,000,000
1,400,000
 
C
40,000,000
400,000
 
R
20,000,000
200,000
 
 
 
 
Focused Growth Fund
Investor
30,000,000
300,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
 
 
 
NT Growth Fund
Institutional
475,000,000
4,750,000
 
R6
55,000,000
550,000
 
 
 
 
NT Heritage Fund
Institutional
335,000,000
3,350,000
 
R6
50,000,000
500,000
 
 
 
 

    

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SEVENTH: 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 has (a) approved the amendments stated in Article SECOND above and (b) has allocated Thirteen Billion (13,000,000,000) shares of the Thirteen Billion (13,000,000,000) shares of authorized capital stock of the Corporation among the thirteen (13) series of stock of the Corporation and the various Classes as follows:

Series Name
Class Name
No. of Shares
Aggregate
Par Value
Growth Fund
Investor
1,500,000,000
$15,000,000
 
I
400,000,000
4,000,000
 
A
120,000,000
1,200,000
 
C
20,000,000
200,000
 
R
30,000,000
300,000
 
R6
300,000,000
3,000,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
Select Fund
Investor
350,000,000
3,500,000
 
I
35,000,000
350,000
 
A
50,000,000
500,000
 
C
20,000,000
200,000
 
R
30,000,000
300,000
 
R6
50,000,000
500,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
Ultra Fund
Investor
3,350,000,000
33,500,000
 
I
130,000,000
1,300,000
 
A
70,000,000
700,000
 
C
20,000,000
200,000
 
R
40,000,000
400,000
 
R6
50,000,000
500,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
Heritage Fund
Investor
1,500,000,000
15,000,000
 
I
130,000,000
1,300,000
 
A
340,000,000
3,400,000
 
C
80,000,000
800,000
 
R
40,000,000
400,000
 
R6
60,000,000
600,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
All Cap Growth Fund
Investor
275,000,000
2,750,000
 
I
20,000,000
200,000
 
A
20,000,000
200,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
 
 
 

4


Series Name
Class Name
No. of Shares
Aggregate
Par Value
Balanced Fund
Investor
360,000,000
3,600,000
 
I
40,000,000
400,000
 
R5
50,000,000
500,000
 
 
 
 
New Opportunities Fund
Investor
180,000,000
1,800,000
 
I
20,000,000
200,000
 
A
30,000,000
300,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
 
 
 
Capital Value Fund
Investor
180,000,000
1,800,000
 
I
20,000,000
200,000
 
A
40,000,000
400,000
 
 
 
 
Adaptive Equity Fund (f/k/a Veedot
Investor
140,000,000
1,400,000
Fund)
I
70,000,000
700,000
 
A
40,000,000
400,000
 
R
40,000,000
400,000
 
R6
40,000,000
400,000
 
 
 
 
Small Cap Growth Fund
Investor
140,000,000
1,400,000
 
I
200,000,000
2,000,000
 
A
130,000,000
1,300,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
R6
50,000,000
500,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
Sustainable Equity Fund (f/k/a
Investor
120,000,000
1,200,000
Fundamental Equity Fund)
I
20,000,000
200,000
 
A
120,000,000
1,200,000
 
C
40,000,000
400,000
 
R
20,000,000
200,000
 
R5
50,000,000
500,000
 
Y
50,000,000
500,000
 
 
 
 
NT Growth Fund
Institutional
590,000,000
5,900,000
 
R6
70,000,000
700,000
 
 
 
 
NT Heritage Fund
Institutional
430,000,000
4,300,000
 
R6
70,000,000
700,000
 
 
 
 

    

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EIGHTH: Except as otherwise provided by the express provisions of these Articles of Amendment, 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.

NINTH: 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 and is not changed by these Articles of Amendment, except with respect to the creation and/or designation of the various series.

TENTH: The Board of Directors of the Corporation duly adopted resolutions dividing into series and classes the authorized capital stock of the Corporation and allocating shares to each as set forth in these Articles of Amendment.

ELEVENTH:     The amendments to the Articles of Incorporation as set forth above was approved by at least a majority of the entire Board of Directors of the Corporation and were limited to changes expressly authorized by Section 2-105(c)(12) or Section 2-605 of the Maryland General Corporation Law without action by the stockholders.

TWELFTH:     These Articles of Amendment shall become effective at 12:01 a.m. on April 10, 2017.











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IN WITNESS WHEREOF, AMERICAN CENTURY MUTUAL FUNDS, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Senior Vice President and attested to by its Assistant Secretary on this 14th day of March, 2017.

ATTEST:
 
AMERICAN CENTURY MUTUAL FUNDS, INC.
 
 
 
 
 
 
 
/s/ Otis H. Cowan
 
 
/s/ Charles A. Etherington
Name:
Otis H. Cowan
 
Name:
Charles A. Etherington
Title
Assistant Secretary
 
Title:
Senior Vice President
 
 
 

THE UNDERSIGNED SENIOR VICE PRESIDENT OF AMERICAN CENTURY MUTUAL FUNDS, INC., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, as to all matters or facts required to be verified under oath, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, those matters and facts, are true in all material respects under the penalties of perjury.


Dated:March 14, 2017
 
/s/ Charles A. Etherington
 
 
Charles A. Etherington, Senior Vice President



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