EX-99 3 ex99-a47.htm EXHIBIT 99.(A)(47) ex99-a47.htm

Exhibit (a)(47)

 

 

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) duly established a new R6 class of shares for seven series, (ii) determined to eliminate the B class of shares for the Select Fund, Ultra Fund and Focused 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

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

 

 

 
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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

 

 

 
2

 

 

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

 

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 Eleven Billion One Hundred Million (11,100,000,000) 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

345,000,000

3,450,000

 

A

310,000,000

3,100,000

 

C

20,000,000

200,000

 

R

30,000,000

300,000

 

R6

50,000,000

500,000

       

Select Fund

Investor

300,000,000

3,000,000

 

Institutional

40,000,000

400,000

 

A

75,000,000

750,000

 

C

25,000,000

250,000

 

R

50,000,000

500,000

 

R6

50,000,000

500,000

 

 

 
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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

 

C

50,000,000

500,000

 

R

50,000,000

500,000

 

R6

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

 

R6

50,000,000

500,000

       

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

 

R6

50,000,000

500,000

       

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

300,000,000

3,000,000

 

R6

50,000,000

500,000

       

NT Vista Fund

Institutional

150,000,000

1,500,000

 

R6

50,000,000

500,000

       

Focused Growth Fund

Investor

50,000,000

500,000

 

Institutional

10,000,000

100,000

 

A

10,000,000

100,000

 

C

10,000,000

100,000

 

R

10,000,000

100,000

 

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.

 

 

 
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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 2nd day of May, 2013.

 

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:May 2, 2013

 

/s/ Charles A. Etherington

   

Charles A. Etherington, Senior Vice President

 

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