EX-99.(A)(46) 3 ex99a46.htm ARTICLES OF AMENDMENT OF AMERICAN CENTURY MUTUAL FUNDS, INC., DATED SEPTEMBER 7, 2011 ex99a46.htm
Exhibit (a)(46)
 
 
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) determined to change the name of the Giftrust Fund to All Cap Growth Fund, (ii) duly established new A class, C class, R class and Institutional classes of shares for the series of shares titled All Cap Growth Fund, and (iii) 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 Eleven Billion One Hundred Million (11,100,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Eleven Billion One Hundred Million (11,100,000,000) 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 Eleven Million Dollars ($111,000,000). 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 Eleven Million Dollars ($111,000,000).

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 fifteen (15) 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
800,000,000
$8,000,000
 
Institutional
150,000,000
1,500,000
 
A
310,000,000
3,100,000
 
C
20,000,000
200,000
 
R
30,000,000
300,000
       
Select Fund
Investor
300,000,000
3,000,000
 
Institutional
40,000,000
400,000
 
A
75,000,000
750,000
 
B
25,000,000
250,000
 
C
25,000,000
250,000
 
R
50,000,000
500,000
 
 
1
 
 
 
Series Name
 
Class Name
 
No. of Shares
Aggregate
Par Value
       
Ultra Fund
Investor
3,500,000,000
35,000,000
 
Institutional
200,000,000
2,000,000
 
A
100,000,000
1,000,000
 
B
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
       
Vista Fund
Investor
750,000,000
7,500,000
 
Institutional
80,000,000
800,000
 
A
310,000,000
3,100,000
 
C
50,000,000
500,000
 
R
10,000,000
100,000
       
Heritage Fund
Investor
400,000,000
4,000,000
 
Institutional
40,000,000
400,000
 
A
200,000,000
2,000,000
 
B
35,000,000
350,000
 
C
35,000,000
350,000
 
R
30,000,000
300,000
       
Giftrust Fund
Investor
200,000,000
2,000,000
       
Balanced Fund
Investor
250,000,000
2,500,000
 
Institutional
15,000,000
150,000
 
       
New Opportunities Fund
Investor
200,000,000
2,000,000
 
Institutional
25,000,000
250,000
 
A
25,000,000
250,000
 
C
25,000,000
250,000
 
R
25,000,000
250,000
       
Capital Value Fund
Investor
200,000,000
2,000,000
 
Institutional
15,000,000
150,000
 
A
50,000,000
500,000
       
Veedot Fund
Investor
200,000,000
2,000,000
 
Institutional
100,000,000
1,000,000
       
Small Cap Growth Fund
Investor
165,000,000
1,650,000
 
Institutional
150,000,000
1,500,000
 
A
110,000,000
1,100,000
 
B
20,000,000
200,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
 
 
2
 
 
 
Series Name
 
Class Name
 
No. of Shares
Aggregate
Par Value
       
Fundamental Equity Fund
Investor
200,000,000
2,000,000
 
Institutional
25,000,000
250,000
 
A
150,000,000
1,500,000
 
B
25,000,000
250,000
 
C
50,000,000
500,000
 
R
10,000,000
100,000
       
NT Growth Fund
Institutional
150,000,000
1,500,000
       
NT Vista Fund
Institutional
150,000,000
1,500,000
       
Focused Growth Fund
Investor
50,000,000
500,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
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 Ten Billion Five Hundred Ninety Million (10,590,000,000) shares of the Eleven Billion One Hundred Million (11,100,000,000) shares of authorized capital stock of the Corporation among the fifteen (15) 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
800,000,000
$8,000,000
 
Institutional
250,000,000
2,500,000
 
A
310,000,000
3,100,000
 
C
20,000,000
200,000
 
R
30,000,000
300,000
       
Select Fund
Investor
300,000,000
3,000,000
 
Institutional
40,000,000
400,000
 
A
75,000,000
750,000
 
B
25,000,000
250,000
 
C
25,000,000
250,000
 
R
50,000,000
500,000
 
 
3
 
 
 
Series Name
Class Name
No. of Shares
Aggregate
Par Value
       
Ultra Fund
Investor
3,500,000,000
35,000,000
 
Institutional
200,000,000
2,000,000
 
A
100,000,000
1,000,000
 
B
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
       
Vista Fund
Investor
750,000,000
7,500,000
 
Institutional
80,000,000
800,000
 
A
310,000,000
3,100,000
 
C
50,000,000
500,000
 
R
10,000,000
100,000
       
Heritage Fund
Investor
400,000,000
4,000,000
 
Institutional
40,000,000
400,000
 
A
200,000,000
2,000,000
 
B
35,000,000
350,000
 
C
35,000,000
350,000
 
R
30,000,000
300,000
       
All Cap Growth Fund
Investor
200,000,000
2,000,000
 
Institutional
25,000,000
250,000
 
A
25,000,000
250,000
 
C
25,000,000
250,000
 
R
25,000,000
250,000
       
Balanced Fund
Investor
250,000,000
2,500,000
 
Institutional
15,000,000
150,000
 
New Opportunities Fund
Investor
200,000,000
2,000,000
 
Institutional
25,000,000
250,000
 
A
25,000,000
250,000
 
C
25,000,000
250,000
 
R
25,000,000
250,000
       
Capital Value Fund
Investor
200,000,000
2,000,000
 
Institutional
15,000,000
150,000
 
A
50,000,000
500,000
       
Veedot Fund
Investor
200,000,000
2,000,000
 
Institutional
100,000,000
1,000,000
 
 
4
 
 
 
Series Name
 
Class Name
 
No. of Shares
Aggregate
Par Value
       
Small Cap Growth Fund
Investor
165,000,000
1,650,000
 
Institutional
150,000,000
1,500,000
 
A
110,000,000
1,100,000
 
B
20,000,000
200,000
 
C
20,000,000
200,000
 
R
20,000,000
200,000
       
Fundamental Equity Fund
Investor
200,000,000
2,000,000
 
Institutional
25,000,000
250,000
 
A
150,000,000
1,500,000
 
B
25,000,000
250,000
 
C
50,000,000
500,000
 
R
10,000,000
100,000
       
NT Growth Fund
Institutional
150,000,000
1,500,000
       
NT Vista Fund
Institutional
150,000,000
1,500,000
       
Focused Growth Fund
Investor
50,000,000
500,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
B
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000

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.
 
 
5
 

TWELFTH:  These Articles of Amendment shall become effective at 12:01 a.m. on September 30, 2011.

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 7th day of September, 2011.

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:           September 7, 2011
  
/s/Charles A Etherington
   
Charles A. Etherington, Senior Vice President