DEFINITIVE PROXY STATEMENT

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DEF 14A 1 def14a-13apr07.htm DEFINITIVE PROXY STATEMENT DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-l2

AMERICAN CENTURY MUTUAL FUNDS, INC.
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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4) Date Filed:

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

PROXY STATEMENT

April 13, 2007

Important Voting Information Inside

American Century Asset Allocation Portfolios, Inc.
American Century Capital Portfolios, Inc.
American Century Growth Funds, Inc.
American Century Mutual Funds, Inc.
American Century Strategic Asset Allocations, Inc.
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.

[AMERICAN CENTURY INVESTMENTS LOGO AND TEXT LOGO]

[blank page]

American Century Investments
4500 Main Street
Kansas City, Missouri 64111
April 13, 2007

Dear Shareholder,

I would like to invite you to an upcoming special meeting of shareholders to
Be held on June 27, 2007 at 10:00 a.m. Shareholders of American Century's equity
(growth, value and international) and asset allocation funds are being asked to
vote on the election of Directors to the funds' Boards of Directors. Other
proposals certain shareholders will be asked to approve include:

* Holders of Advisor Class shares of certain funds will be asked to approve
a change in the Advisor Class fee structure;

* Shareholders of the Real Estate Fund will be asked to approve a change to
its investment objective; and

* Shareholders of the Equity Index Fund will be asked to approve a new
subadvisory agreement between Northern Trust Investments, N.A. and American
Century Investment Management, Inc.

More detailed information is contained in the enclosed materials. The Boards
Of Directors of these funds, including all of the Independent Directors,
unanimously approved and recommend that you vote FOR the proposals.

The proposal to change the Advisor Class fee structure is part of a larger
set of initiatives designed to streamline American Century's mutual fund
offerings and better align them with investor buying preferences and market
opportunities. If these additional initiatives apply to your fund, they will
be presented for your consideration and approval in a separate set of
proxy materials.

Your vote is extremely important, no matter how large or small your holdings.
Please review the enclosed materials and vote online, by phone, or by signing
and returning your proxy card(s) in the enclosed postage-paid envelope. If we do
not hear from you after a reasonable time, you may receive a call from our proxy
solicitor, Automatic Data Processing, Inc. (ADP), reminding you to vote. If you
have any questions or need assistance in completing your proxy card(s), please
contact ADP at 1-877-256-6083.

Thank you for investing with American Century Investments.

Sincerely,

/s/ Jonathan S. Thomas

Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

AMERICAN CENTURY FUNDS

IMPORTANT NEWS FOR SHAREHOLDERS

While we encourage you to read all of the proxy materials, you will find a brief
overview of the proposals below. The overview and accompanying Q&A contain
limited information, should be read in conjunction with, and are qualified by
reference to, the more detailed information contained elsewhere in the Proxy
Statement.

* Shareholders of each of the Issuers listed above are being asked to
approve the election of nine nominated Directors (the "Nominees") to
the Board of Directors of each Issuer.

* Holders of Advisor Class shares are being asked to approve a change in
the Advisor Class fee structure of the following funds (each an
"Advisor Fund" and together the "Advisor Funds"):

* Equity Income, Large Company Value, Mid Cap Value, Real Estate,
Small Cap Value, and Value, all portfolios of American Century
Capital Portfolios, Inc.;

* Legacy Large Cap, Legacy Focused Large Cap, and Legacy Multi Cap,
all portfolios of American Century Growth Funds, Inc.;

* Balanced, Capital Value, Growth, Heritage, Select, Ultra, and
Vista, all portfolios of American Century Mutual Funds, Inc.;

* Strategic Allocation: Conservative, Strategic Allocation:
Moderate, and Strategic Allocation: Aggressive, all portfolios of
American Century Strategic Asset Allocations, Inc.; and

* Emerging Markets, Global Growth, International Discovery,
International Growth, Life Sciences, and Technology, all
portfolios of American Century World Mutual Funds, Inc.

* Shareholders of Real Estate are being asked to approve an amendment to
the Fund's investment objective.

* Shareholders of Equity Index are being asked to approve a new
subadvisory agreement between Northern Trust Investments, N.A. and
American Century Investment Management, Inc. (the "Advisor").

QUESTIONS AND ANSWERS

Q. WHEN WILL THE SPECIAL MEETING BE HELD? WHO CAN VOTE?

A. The special meeting will be held on Wednesday, June 27, 2007, at 10:00
a.m. Central Time at American Century's office at 4500 Main Street, Kansas
City, Missouri. Please note, this will be a business meeting only. No
presentations about the funds are planned. If you owned shares of one of
the impacted funds at the close of business on April 13, 2007, you are
entitled to vote, even if you later sold the shares. Each shareholder is
entitled to one vote per dollar of shares owned, with fractional dollars
voting proportionally.

Q. WHO ARE THE NINE NOMINEES?

A. The nine Nominees include seven current members of the Boards of
Directors (the "Boards"), James E. Stowers, Jr., Thomas A. Brown, Andrea C.
Hall, Donald H. Pratt, Gale E. Sayers, M. Jeannine Strandjord, and Timothy
S. Webster; an advisory member to the Boards, James A. Olson; and the
current President and Chief Executive Officer of American Century
Companies, Inc., and an advisory member to the Boards, Jonathan S. Thomas.

Q. WHAT IS THE PROPOSED CHANGE TO THE ADVISOR CLASS FEE STRUCTURE?

A. If approved, the change in the Advisor Class fee structure will result
in:

* A decrease of 25 basis points (0.25%) in the Rule 12b-1 fee charged
by the Advisor Class of the Advisor Funds; and

* A simultaneous increase of 25 basis points in the unified management fee
for the Advisor Class of the Advisor Funds, resulting in no change to
the total expense ratio.

The decrease in the Rule 12b-1 fee and corresponding increase in the
unified management fee are designed to move the fee for the provision
of certain recordkeeping/administrative services from the Rule 12b-1 fee
to the unified management fee. This modification will make the fee
structure of the Advisor Class shares of the Advisor Funds more consistent
with the other share classes of the American Century Funds.

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2

Q. HOW WILL THE CHANGE TO THE ADVISOR CLASS FEE STRUCTURE AFFECT MY
INVESTMENTS IN THE FUNDS?

A. If approved, neither your investment nor your total expense ratio will
change. As stated above, if approved, the proposal will result in the
Advisor Class having a 25 basis point decrease in the Rule 12b-1 fee and a
simultaneous 25 basis point increase in the unified management fee,
resulting in no change to the Advisor Class's total expense ratio.

Q. WILL THE CHANGE TO THE ADVISOR CLASS FEE STRUCTURE CAUSE ME TO PAY ANY
SALES CHARGES?

A. No. If the Advisor Class fee change is approved, it is anticipated
that a front-end sales charge (load) will be added to the Advisor Class
shares of Equity Income, Large Company Value, Real Estate, Value, Heritage,
Select, Ultra, Strategic Allocation: Conservative, Strategic Allocation:
Moderate, Strategic Allocation: Aggressive, Emerging Markets, Global Growth
and International Growth. However, it will not apply to Advisor Class
shares held at the time of the change or subsequently purchased in the
same accounts.

Q. WHAT IS THE PROPOSED AMENDMENT TO THE INVESTMENT OBJECTIVE OF REAL
ESTATE?

A. Currently, the investment objective of Real Estate states that "The
fund seeks long-term capital appreciation. Income is a secondary
objective." The Board of Directors has proposed to amend the investment
objective to state that "The fund seeks high total investment return
through a combination of capital appreciation and current income." If
approved, the amended investment objective will not identify capital
appreciation as "primary" and income as "secondary" objectives of the Fund.
Rather, the investment objective of the Fund will be to seek both capital
appreciation and production of income while not emphasizing one over the
other.

Q. HOW WILL THE AMENDMENT TO THE INVESTMENT OBJECTIVE OF REAL ESTATE
AFFECT MY INVESTMENT IN REAL ESTATE?

A. If the proposal is approved, Real Estate will continue its subadvisory
relationship with J.P. Morgan Investment Management, Inc. (the
"Subadvisor"). The Subadvisor does not expect the change in the investment
objective to affect its investment strategy for the day-to-day management
of the Fund or change the risk factors applicable to the Fund.

Q. WHY IS THE BOARD OF DIRECTORS PROPOSING A NEW SUBADVISORY AGREEMENT
BETWEEN NORTHERN TRUST INVESTMENTS, N.A. AND THE ADVISOR WITH RESPECT TO
EQUITY INDEX?

A. The Board of Directors of Equity Index is proposing a subadvisory
agreement with Northern Trust Investments, N.A. to replace the current
subadvisory agreement with Barclay's Global Fund Advisers ("Barclays").
Barclays recently informed the Advisor that, in light of Barclays' current
business model, Barclays is not interested in continuing to provide
subadvisory services to Equity Index.

Q. HOW DO THE BOARDS OF EACH FUND RECOMMEND THAT I VOTE?

A. The Boards, including all of the Independent Directors, unanimously
recommend you vote FOR all of the proposals. For a discussion of the
factors the Boards considered in approving these proposals, see the
accompanying materials.

Q. MY HOLDINGS IN THE FUNDS ARE SMALL, WHY SHOULD I VOTE?

A. Your vote makes a difference. If many shareholders do not vote their
proxies, your fund may not receive enough votes to go forward with its
special meeting. This means additional costs will be incurred to solicit
votes to determine the outcome of the proposals.

Q. WHAT HAPPENS IF ANY ONE OF THE PROPOSALS IS NOT APPROVED BY
SHAREHOLDERS?

A. Each proposal is separate and is not dependent upon the approval of
any other proposal. However, if a proposal relating to the change in the
Advisor Class fee structure does not receive shareholder approval with
respect to one or more Advisor Funds, then American Century may elect not
to proceed with the change for any of the Advisor Funds.

Q. WHY ARE MULTIPLE PROXY CARDS ENCLOSED?

A. You will receive a proxy card for each of the funds in which you are a
shareholder. In addition, if you own shares of the same fund in multiple
accounts that are titled differently, you will receive a proxy card for
each account.

Q. HOW DO I CAST MY VOTE?

A. You may vote online, by phone, by mail, by fax or in person at the
special meeting. To vote online, access the Web site listed on a proxy
card. To vote by telephone, call the toll-free number listed on a proxy
card. To vote online or by telephone, you will need the number that appears
in the gray box on each of your proxy cards. To vote by mail, complete,
sign and send us the enclosed proxy card(s) in the enclosed postage-paid
envelope. To vote by fax, complete and sign the proxy card(s) and fax both
sides to the toll-free number listed on a proxy card. You also may vote in
person at the special meeting on Wednesday, June 27, 2007. If you need more
information or have any questions on how to cast your vote, call our proxy
solicitor at 1-877-256-6083.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY AND AVOID THE NEED FOR ADDITIONAL
SOLICITATION EXPENSES.

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3

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GROWTH FUNDS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

4500 Main Street
Kansas City, Missouri 64111
Telephone No.: 1-800-345-2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

April 13, 2007

A special meeting (the "Meeting") of the shareholders of the above-listed
issuers (each an "Issuer" and together the "Issuers") will be held at 10:00 a.m.
on June 27, 2007 at 4500 Main Street, Kansas City, Missouri 64111 to consider
the following proposals (each, a "Proposal"):

1. To elect nine Directors to the Board of Directors of each Issuer;

2. To approve a change to the fee structure of the Advisor Class of the
following American Century funds: Equity Income, Large Company Value,
Mid Cap Value, Real Estate, Small Cap Value, and Value, all portfolios of
American Century Capital Portfolios, Inc.; Legacy Focused Large Cap,
Legacy Large Cap, and Legacy Multi Cap, all portfolios of American Century
Growth Funds, Inc.; Balanced, Capital Value, Growth, Heritage, Select,
Ultra, and Vista, all portfolios of American Century Mutual Funds, Inc.;
Strategic Allocation: Conservative, Strategic Allocation: Moderate, and
Strategic Allocation: Aggressive, all portfolios of American Century
Strategic Asset Allocations, Inc.; Emerging Markets, Global Growth,
International Discovery, International Growth, Life Sciences, and
Technology, all portfolios of American Century World Mutual Funds, Inc.
(each an "Advisor Fund" and together the "Advisor Funds");

3. To approve an amendment to the investment objective of Real Estate, a
portfolio of American Century Capital Portfolios, Inc.; and

4. To approve a new subadvisory agreement between Northern Trust Investments,
N.A. and American Century Investment Management, Inc. pertaining to the
management of Equity Index, a portfolio of American Century Capital
Portfolios, Inc.

Shareholders of record as of the close of business on April 13, 2007 are
entitled to notice of and to vote at the Meeting and any adjournments or
postponements thereof. Shareholders of each of the Issuers will vote separately
on Proposal 1. Holders of Advisor Class shares of each of the Advisor Funds will
vote separately on Proposal 2. Shareholders of Real Estate will vote on Proposal
3. Shareholders of Equity Index will vote on Proposal 4.

In the event that a quorum is not present or in the event that a quorum is
present but sufficient votes in favor of a Proposal have not been received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies as to any Proposal without further notice
other than by announcement at the Meeting. However, if the Meeting is adjourned
for more than ninety days from the date of the Meeting, then the Funds are
required to send a new notice to shareholders. Any adjournment of the Meeting
for the further solicitation of proxies for a Proposal will require the
affirmative vote of a majority of the total number of shares entitled to vote on
the Proposal that are present in person or by proxy at the Meeting to be
adjourned. The persons named as proxies will vote those proxies they are
entitled to vote in their discretion as to any such adjournment. A shareholder
vote may be taken on any Proposal on which there is a quorum prior to such
adjournment. Such vote will be considered final regardless of whether the
Meeting is adjourned to permit additional solicitation with respect to any other
Proposal. Unless revoked, proxies that have been properly executed and returned
by shareholders without instructions will be voted in favor of the Proposal(s).

By Order of the Boards of Directors of the Funds,

Ward D. Stauffer
Secretary
April 13, 2007

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4

4500 Main Street
Kansas City, Missouri 64111
Telephone No.: 1-800-345-2021

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Boards of Directors (including, with respect to Proposal 1,
the nominees to the Boards) (each a "Board" and collectively the "Boards") of
the above-listed issuers, (each an "Issuer" and together the "Issuers"). The
Boards are soliciting the proxies of shareholders of the Issuers for use in
connection with a special meeting (the "Meeting") of shareholders that will be
held at 10:00 a.m. on June 27, 2007 at 4500 Main Street, Kansas City, Missouri
64111. Each Issuer has one or more funds that are organized as series of the
Issuer. Hereafter, such funds will be collectively referred to as the "Funds."
The Meeting notice, this Proxy Statement and one or more proxy cards are being
sent to shareholders of record as of the close of business on April 13, 2007
(the "Record Date") beginning on or about April 16, 2007. Please read this Proxy
Statement and keep it for future reference. Each Fund has previously sent its
annual report and semiannual report to its shareholders. A copy of a Fund's most
recent annual report and semiannual report may be obtained without charge by
writing to, or calling, the applicable Fund at the address and telephone number
listed above. If you have any questions regarding this Proxy Statement, please
contact Automatic Data Processing, Inc. (ADP), at 1-877-256-6083.

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5

Table of Contents

PROXY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SUMMARY OF PROPOSALS AND FUNDS VOTING. . . . . . . . . . . . . . . . . . . . 7

PROPOSAL 1:
Election Of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Overview and Related Information . . . . . . . . . . . . . . . . . . . . 8
Information Regarding the Nominees . . . . . . . . . . . . . . . . . . . 8
Responsibilities of the Boards . . . . . . . . . . . . . . . . . . . . . 10
Standing Board Committees. . . . . . . . . . . . . . . . . . . . . . . . 10
Board Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Beneficial Ownership of Affiliates by Proposed Independent Directors . . 13
Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Share Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Independent Registered Public Accounting Firm. . . . . . . . . . . . . . 14
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . 16

PROPOSAL 2:
Approval of a Change in the Fee Structure of
the Advisor Class Shares of the Advisor Funds. . . . . . . . . . . . . . . 16
Overview and Related Information . . . . . . . . . . . . . . . . . . . . 16
Consequences of Approval of the Change in Fee Structure. . . . . . . . . 16
Information Regarding the Advisor. . . . . . . . . . . . . . . . . . . . 17
Description of the New Advisory Agreements . . . . . . . . . . . . . . . 17
Comparison of the Current Advisory Agreements
and the New Advisory Agreements. . . . . . . . . . . . . . . . . . . . 18
Basis for the Boards' Approval of the New Advisory Agreements. . . . . . 21
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PROPOSAL 3:
Approval of an Amendment to the Investment
Objective of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . 23
Overview and Related Information . . . . . . . . . . . . . . . . . . . . 23
Investment Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Principal Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Reasons for the Proposed Change. . . . . . . . . . . . . . . . . . . . . 24
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PROPOSAL 4:
Approval of a New Subadvisory Agreement for Equity Index . . . . . . . . . 25
Overview and Related Information . . . . . . . . . . . . . . . . . . . . 25
Information Regarding the Current Subadvisor and
the Proposed Subadvisor. . . . . . . . . . . . . . . . . . . . . . . . 25
Comparison of the Current Subadvisory Agreement
and the New Subadvisory Agreement. . . . . . . . . . . . . . . . . . . 26
Basis for the Board's Approval of the New Subadvisory Agreement. . . . . 27
Shareholder Approval . . . . . . . . . . . . . . . . . . . . . . . . . . 27

OTHER INFORMATION

Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 28
Date, Time and Place of Meeting. . . . . . . . . . . . . . . . . . . . . . 28
Use and Revocation of Proxies. . . . . . . . . . . . . . . . . . . . . . . 28
Voting Rights and Required Votes . . . . . . . . . . . . . . . . . . . . . 28
Outstanding Shares and Significant Shareholders. . . . . . . . . . . . . . 29
Other Service Providers. . . . . . . . . . . . . . . . . . . . . . . . . . 30

WHERE TO FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . 30

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY . . . . . . . . 30

EXHIBITS
Equity Ownership of Nominees. . . . . . . . . . . . . . . . . . . . Exhibit A
Significant Shareholders. . . . . . . . . . . . . . . . . . . . . . Exhibit B
Current and Pro Forma Advisory Fees . . . . . . . . . . . . . . . . Exhibit C
Investment Subadvisory Agreement. . . . . . . . . . . . . . . . . . Exhibit D
Charter of the Governance Committee of the Board of Directors . . . Exhibit E

- ------
6

SUMMARY OF PROPOSALS AND FUNDS VOTING

The following table describes the proposals (each a "Proposal" and together
the "Proposals") to be considered at the Meeting and the shareholders that are
entitled to vote on each Proposal:

CLASSES
PROPOSAL ISSUERS SOLICITED FUNDS SOLICITED SOLICITED
- ---------------------------------------------------------------------------------------
1. To elect nine All Issuers All Funds All
Directors to Classes
the Board of
Directors of
each Issuer.
- ---------------------------------------------------------------------------------------
2. To approve a The Advisor Issuers: The Advisor Funds: Advisor
change to the Class
Advisor Class
fee structure.
----------------------------------------------------------------
American Century Equity Income Advisor
Capital Portfolios, Inc. Large Company Value Class
Mid Cap Value
Real Estate
Small Cap Value
Value
----------------------------------------------------------------
American Century Legacy Focused Advisor
Growth Funds, Inc. Large Cap Class
Legacy Large Cap
Legacy Multi Cap
----------------------------------------------------------------
American Century Balanced Advisor
Mutual Funds, Inc. Capital Value Class
Growth
Heritage
Select
Ultra
Vista
----------------------------------------------------------------
American Century Strategic Allocation: Advisor
Strategic Asset Conservative Class
Allocations, Inc. Strategic Allocation:
Moderate
Strategic Allocation:
Aggressive
----------------------------------------------------------------
American Century Emerging Markets Advisor
World Mutual Global Growth Class
Funds, Inc. International Discovery
International Growth
Life Sciences
Technology
- ---------------------------------------------------------------------------------------
3. To approve an American Century Real Estate All
amendment to Capital Portfolios, Inc. Classes
the investment
objective of
Real Estate.
- ---------------------------------------------------------------------------------------
4. To approve a American Century Equity Index All Classes
new subadvisory Capital Portfolios, Inc.
agreement between
Northern Trust
Investments, N.A.
and American
Century Investment
Management, Inc.
pertaining to the
management of
Equity Index.
- ---------------------------------------------------------------------------------------

Shareholders of record on the Record Date are entitled to notice of and to
vote at the Meeting and are entitled to vote at any adjournments or
postponements thereof. Shareholders of each Issuer will vote separately on
Proposal 1. Holders of Advisor Class shares of each of the Advisor Funds will
vote separately on Proposal 2. Shareholders of Real Estate will vote on
Proposal 3 and shareholders of Equity Index will vote on Proposal 4.

NOTE APPLICABLE ONLY TO AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:

Shares of VP Balanced, VP Capital Appreciation, VP Global Growth, VP Growth,
VP Income & Growth, VP International, VP Large Company Value, VP Mid Cap Value,
VP Ultra, VP Value and VP Vista, all series of American Century Variable
Portfolios, Inc., are sold only to separate accounts of certain insurance
companies in connection with the issuance of variable annuity contracts and/or
variable life insurance contracts by the insurance companies. With respect to
Proposal 1, to elect nine directors of American Century Variable Portfolios,
Inc., insurance company separate accounts, as shareholders of a Fund, will
request voting instructions from the owners of variable life insurance policies
and variable annuity contracts ("Variable

- ------
7

Contract Owners") of the separate accounts, and will vote the accounts' shares
in the Fund in accordance with the voting instructions received. Each separate
account is required to vote its share of a Fund in accordance with instructions
received from Variable Contract Owners. Each separate account will vote shares
of a Fund held in each of its respective variable accounts for which no voting
instructions have been received in the same proportion as the separate account
votes shares held by variable accounts for which it has received instructions.
Shares held by an insurance company in its general account, if any, must be
voted in the same proportions as the votes cast with respect to shares held in
all of the insurance company's variable accounts in the aggregate. Such
proportional voting may result in a relatively small number of Variable Contract
Owners determining the outcome of the proposal. Proposal 1 is the only proposal
described in this Proxy Statement that relates to American Century Variable
Portfolios, Inc.

The Boards recommend that you vote "FOR" each Proposal.

PROPOSAL 1

ELECTION OF DIRECTORS

OVERVIEW AND RELATED INFORMATION

Each of the following seven (7) individuals currently serves on the Boards:
James E. Stowers, Jr., Thomas A. Brown, Andrea C. Hall, Donald H. Pratt, Gale E.
Sayers, M. Jeannine Strandjord, and Timothy S. Webster. Additionally, James A.
Olson and Jonathan S. Thomas currently serve as advisory members to the Boards.
The current nominating members of the Boards have nominated the seven Directors
listed above, along with Mr. Olson and Mr. Thomas, for election to the Boards.
Hereafter the seven (7) current members of the Boards, along with Mr. Olson and
Mr. Thomas, will be referred to as the "Directors" or the "Nominees." It is
being proposed that the shareholders of each Issuer approve the Nominees. If
approved by the shareholders, each Nominee will serve indefinitely as a Director
of each Board until his or her death, retirement, resignation or removal from
office. The mandatory retirement age for Directors who are not "interested
persons" as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act") is 72. However, the mandatory retirement age may be
extended for a period not to exceed two years with the approval of the remaining
Independent Directors. Each Director currently oversees 66 Funds, which are all
series of the Issuers. Mr. Thomas oversees an additional 43 funds as an
advisory board member for other American Century Funds.

Further information regarding each of the Nominees is listed below. James E.
Stowers, Jr. and Jonathan S. Thomas are the only Nominees who are "interested
persons" as that term is defined in the 1940 Act because Mr. Stowers currently
serves as Co-Chairman and Mr. Thomas serves as President and Chief Executive
Officer, of American Century Companies, Inc. The remaining Nominees are not
"interested persons" under the 1940 Act and therefore will be referred to as
"Independent Directors." The persons named as proxies on the enclosed proxy
card(s) will vote for the election of all of the Nominees unless authority to
vote for any or all of the Nominees is withheld.

All of the Nominees have consented to serve as directors, if elected. In case
a Nominee shall be unable or shall fail to act as a director by virtue of an
unexpected occurrence, persons named as proxies will vote in their discretion
for such other nominee or nominees as the current Directors may recommend.

INFORMATION REGARDING THE NOMINEES

The following table presents certain information about the Nominees. The
mailing address for each Nominee is 4500 Main Street, Kansas City,
Missouri 64111.

INTERESTED NOMINEES
- --------------------------------------------------------------------------------
JAMES E. STOWERS, JR.*

YEAR OF BIRTH: 1924

OFFICES WITH THE ISSUERS: Director, Vice Chairman

LENGTH OF TIME SERVED: Since 1958

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Founder, Co-Chairman, Director
and Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to
February 2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM,
ACGIM, ACS, ACIS and other ACC subsidiaries

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------

- ------
8

JONATHAN S. THOMAS**

YEAR OF BIRTH: 1963

OFFICES WITH THE ISSUERS: Advisory Board Member and President

LENGTH OF TIME SERVED: Since 2007

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: President and Chief Executive
Officer, AMERICAN CENTURY COMPANIES, INC. ("ACC") (March 2007 to present); Chief
Administrative Officer, ACC (February 2006 to February 2007); Executive Vice
President, ACC (November 2005 to February 2007). Also serves as: President,
Chief Executive Officer and Director, AMERICAN CENTURY SERVICES, LLC ("ACS");
Executive Vice President, AMERICAN CENTURY INVESTMENT MANAGEMENT ("ACIM") and
AMERICAN CENTURY GLOBAL INVESTMENT MANAGEMENT ("ACGIM"); Director, ACIM, ACGIM,
ACIS and other ACC subsidiaries; Managing Director, MORGAN STANLEY (March 2000
to November 2005)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 109

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------

INDEPENDENT NOMINEES
- --------------------------------------------------------------------------------
THOMAS A. BROWN

YEAR OF BIRTH: 1940

OFFICES WITH THE ISSUERS: Director

LENGTH OF TIME SERVED: Since 1980

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Managing Member, ASSOCIATED
INVESTMENTS, LLC; Managing Member, BROWN CASCADE PROPERTIES, LLC; Retired, Area
Vice President, APPLIED INDUSTRIAL TECHNOLOGIES

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------
ANDREA C. HALL

YEAR OF BIRTH: 1945

OFFICES WITH THE ISSUERS: Director

LENGTH OF TIME SERVED: Since 1997

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Retired, Advisor to the
President, MIDWEST RESEARCH INSTITUTE

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------
JAMES A. OLSON

YEAR OF BIRTH: 1942

OFFICES WITH THE ISSUERS: Advisory Board Member

LENGTH OF TIME SERVED: Since 2006

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Member, PLAZA BELMONT LLC;
Chief Financial Officer, PLAZA BELMONT LLC (September 1999 to September 2006)
NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, SAIA, INC. and ENTERTAINMENT

PROPERTIES TRUST
- --------------------------------------------------------------------------------
DONALD H. PRATT

YEAR OF BIRTH: 1937

OFFICES WITH THE ISSUERS: Director, Chairman of the Board

LENGTH OF TIME SERVED: Since 1995

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Chairman and Chief Executive
Officer, WESTERN INVESTMENTS, INC.; Retired Chairman of the Board, BUTLER
MANUFACTURING COMPANY

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None

- --------------------------------------------------------------------------------
GALE E. SAYERS

YEAR OF BIRTH: 1943

OFFICES WITH THE ISSUERS: Director

LENGTH OF TIME SERVED: Since 2000

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: President, Chief Executive
Officer and Founder, SAYERS40, INC., a technology products and services provider

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, TRIAD HOSPITALS, INC.

- --------------------------------------------------------------------------------
M. JEANNINE STRANDJORD

YEAR OF BIRTH: 1945

OFFICES WITH THE ISSUERS: Director

LENGTH OF TIME SERVED: Since 1994

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Retired, formerly Senior Vice
President, SPRINT CORPORATION

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST SYSTEMS INC., Director,
EURONET WORLDWIDE INC, Director, CHARMING SHOPPES, INC.
- --------------------------------------------------------------------------------

- ------
9

TIMOTHY S. WEBSTER

YEAR OF BIRTH: 1961

OFFICES WITH THE ISSUERS: Director

LENGTH OF TIME SERVED: Since 2001

PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS: Managing Director, TDB
ACQUISITION GROUP LLC (September 2006 to present); President and Chief Executive
Officer, AMERICAN ITALIAN PASTA COMPANY (2001 to December 2005)

NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
- --------------------------------------------------------------------------------

* JAMES E. STOWERS, JR. IS AN "INTERESTED" DIRECTOR OF THE ISSUERS FOR PURPOSES
OF THE 1940 ACT AS HE IS CO-CHAIRMAN OF AMERICAN CENTURY COMPANIES, INC.

**JONATHAN S. THOMAS WOULD BE AN "INTERESTED" DIRECTOR OF THE ISSUERS FOR
PURPOSES OF THE 1940 ACT AS HE IS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
AMERICAN CENTURY COMPANIES, INC.

RESPONSIBILITIES OF THE BOARDS

The Boards oversee the management of the Issuers and the Funds and meet at
least quarterly to review reports about Fund operations. Although the Boards do
not manage the Funds, they have hired American Century Investment Management,
Inc., or an affiliated company (the "Advisor"), to do so. The Boards, in
carrying out their fiduciary duty under the 1940 Act, are responsible for
approving new and existing management contracts with the Advisor.

The Boards have the authority to manage the business of the Issuers on behalf
of their investors, and they have all powers necessary or convenient to carry
out that responsibility. Consequently, the Boards may adopt bylaws providing for
the regulation and management of the affairs of the Issuers and may amend and
repeal them to the extent that such bylaws do not reserve that right to the
Issuers' investors. They may fill vacancies in or reduce the number of Board
members, and may elect and remove such officers and appoint and terminate such
agents as they consider appropriate. They may appoint from their own number and
establish and terminate one or more committees consisting of two or more
directors who may exercise the powers and authority of the Boards to the extent
that the directors determine. They may, in general, delegate such authority as
they consider desirable to any officer of the Issuers, to any committee of the
Boards and to any agent or employee of the Issuers or to any custodian, transfer
or investor servicing agent, or principal underwriter. Any determination as to
what is in the interests of the Issuers made by the directors in good faith
shall be conclusive. The Boards met nine times in 2006. Each Director then in
office attended at least 75% of the aggregate of the total number of meetings
of the Boards and the total number of meetings held by all committeees of the
Boards on which the Director served. The Issuers do not have a policy that
requires directors to attend annual meetings of shareholders.

The Boards have a process for shareholders to send communications to the
Boards. To communicate with the Boards, or a member of the Boards, a
shareholder should send a written communication addressed to the attention
of the corporate secretary (the "Corporate Secretary") at American Century
Funds, P.O. Box 418210, Kansas City, Missouri 64141-9210. Shareholders who
prefer to communicate by email may send their comments to
corporatesecretary@americancentury.com. The Corporate Secretary will forward
all such communications to each member of the Compliance and Shareholder
Communications Committee, or if applicable, the individual director(s) and/or
committee chair named in the correspondence. However, if a shareholder
communication is addressed exclusively to the Fund's independent directors,
the Corporate Secretary will forward the communication to the Compliance and
Shareholder Communications Committee chair, who will determine the appropriate
action to take.

STANDING BOARD COMMITTEES

Each Board has five standing committees which oversee specific functions of
the Issuer's operations. The Executive Committee performs the functions of the
Board between board meetings, subject to the limitations on its power set out
in the Maryland General Corporation Law and except for matters requiring the
action of the entire Board under the 1940 Act. The Executive Committee currently
consists of Donald H. Pratt and M. Jeannine Strandjord. The Executive Committee
did not meet in 2006.

Each Board has an Audit Committee, which approves the Issuer's engagement of
the independent registered public accounting firm and recommends approval of
such engagement to the Independent Directors. The Audit Committee also oversees
the activities of the accounting firm and receives reports from the Advisor's
internal audit department. The Audit Committee currently consists of Thomas A.
Brown, Donald H. Pratt and Gale E. Sayers. The Audit Committee met four times in
2006.

Each Board has a Governance Committee which is responsible for reviewing Board
procedures and committee structures. The Governance Committee also considers and
recommends individuals for nomination as directors, and may recommend the
creation of new committees. The names of potential director candidates may be
drawn from a number of sources, including recommendations from members of the
Board, management (in the case of Interested Directors only) and shareholders.
Shareholders may submit director nominations at any time to the Corporate
Secretary, American Century Funds, P.O. Box 418210, Kansas City, MO 64141-9210.
When submitting nominations, shareholders should include the name, age and
address of the candidate, as well as a detailed resume of the candidate's
qualifications and a signed statement from the candidate of his/her

- ------
10

willingness to serve on the Boards. Shareholders submitting nominations should
also include information concerning the number of Fund shares and length of time
held by the shareholder, and if applicable, similar information for the
potential candidate. All nominations submitted by shareholders will be forwarded
to the chair of the Governance Committee for consideration. The Corporate
Secretary will maintain copies of such materials for future reference by the
committee when filling Board positions.

In considering a candidate's qualifications, the Governance Committee will
consider, at a minimum, the candidate's ethics, expertise, and training or
experience at senior policy-making levels in business, government, education,
accounting, law and/or administration. Additionally, all candidates must
demonstrate an ability and willingness to make the time commitment necessary to
serve as an effective director. If a vacancy arises or the Boards decide to
expand their membership, the Governance Committee requests that each independent
director submit a list of potential candidates for consideration. The Governance
Committee then evaluates each candidate's educational background, employment
history, and outside commitments, and other relevant factors to determine
whether he/she is potentially qualified. At that time the Governance Committee
will also consider potential candidates submitted by shareholders in accordance
with the procedures described above. If this process yields more than one
desirable candidate, the Governance Committee will rank them by order of
preference depending on their qualifications and the Funds' needs. The
candidate(s) will then be contacted to evaluate their interest and will be
interviewed by the full committee. Based upon interview results and any
appropriate background checks, the Governance Committee will decide whether to
recommend a candidate's nomination to the Boards.

The Governance Committee also may recommend the creation of new committees,
evaluate the membership structure of new and existing committees, consider the
frequency and duration of Board and committee meetings and otherwise evaluate
the responsibilities, processes, resources, performance and compensation of the
Boards. The Governance Committee currently consists of Donald H. Pratt, Andrea
C. Hall, and Gale E. Sayers. The Governance Committee met one time in 2006. The
Governance Committee operates pursuant to a written charter, which is included
as Exhibit E.

Each Board also has a Compliance and Shareholder Communications Committee,
which reviews the results of the Funds' compliance testing program, reviews
shareholder communications and reviews quarterly reports from a communications
advisor. The quarterly reports from the communications advisor address various
compliance matters and monitor the implementation of the Funds' code of ethics.
The Compliance and Shareholder Communications Committee currently consists of
Andrea C. Hall, James A. Olson and M. Jeannine Strandjord. The Compliance and
Shareholder Communications Committee met four times in 2006.

Finally, the Fund Performance Review Committee meets quarterly to review the
investment activities and strategies used to manage fund assets. The committee
regularly receives reports from portfolio managers, credit analysts and other
investment personnel concerning the Funds' investments. The Portfolio Committee
currently consists of Timothy S. Webster, Thomas A. Brown, Andrea C. Hall, James
A. Olson, Donald H. Pratt, Gale E. Sayers, and M. Jeannine Strandjord. The Fund
Performance Review Committee met four times in 2006.

BOARD COMPENSATION

Each Independent Director receives compensation for service as a member of
The Boards based on a schedule that takes into account the number of meetings
attended and the assets of the Funds for which the meetings are held. These fees
and expenses are allocated to the Issuers based in part on their relative net
assets. Under the terms of each management agreement with the Advisor, the Funds
are responsible for paying such fees and expenses. For each Issuer's last fiscal
year, each Issuer and the American Century family of funds paid the following
amounts to the Independent Directors:

(1) MR. OLSON WAS PAID AS AN ADVISORY BOARD MEMBER.

(2) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE ONE YEAR PERIOD ENDED
3/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. BROWN, $17,300; DR. HALL, $95,500; MR.
OLSON, $11,000; MR. PRATT, $18,825, MR. SAYERS $96,000 AND MR. WEBSTER,
$44,975.

- ------
11

FISCAL
YEAR
END OF THOMAS A. ANDREA C. JAMES A. DONALD H. GALE E. M. JEANNINE TIMOTHY S.
ISSUER ISSUER BROWN HALL OLSON(1) PRATT SAYERS STRANDJORD WEBSTER
- --------------------------------------------------------------------------------------------------------
American 7/31/2006 $478 $517 $183 $670 $466 $472 $524
Century Asset
Allocation
Portfolios,
Inc.
- --------------------------------------------------------------------------------------------------------
American 7/31/2006 $27 $29 $9 $39 $27 $28 $30
Century
Growth
Funds, Inc.(2)
- --------------------------------------------------------------------------------------------------------
Total $97,667 $105,666 $30,167 $137,167 $96,666 $98,166 $106,667
Compensation
from the
American
Century
Family
of Funds(3)
- --------------------------------------------------------------------------------------------------------
American 10/31/2006 $49,006 $53,283 $21,404 $68,875 $48,762 $49,283 $53,542
Century
Mutual
Funds, Inc.
- --------------------------------------------------------------------------------------------------------
Total $97,666 $106,167 $43,667 $137,167 $97,167 $98,167 $106,667
Compensation
from the
American
Century
Family
of Funds(4)
- --------------------------------------------------------------------------------------------------------
American 11/30/2006 $6,394 $6,948 $3,144 $8,971 $6,359 $6,422 $6,983
Century
Strategic
Asset
Allocations,
Inc.
- --------------------------------------------------------------------------------------------------------
American 11/30/2006 $8,864 $9,635 $4,333 $12,444 $8,819 $8,902 $9,680
Century
World Mutual
Funds, Inc.
- --------------------------------------------------------------------------------------------------------
Total $97,833 $106,333 $47,333 $137,333 $97,333 $98,333 $106,833
Compensation
from the
American
Century
Family
of Funds(5)
- --------------------------------------------------------------------------------------------------------
American 12/31/2006 $8,712 $9,396 $4,867 $12,044 $8,670 $8,669 $9,393
Century
Variable
Portfolios,
Inc.
- --------------------------------------------------------------------------------------------------------
Total $101,999 $110,000 $57,000 $141,000 $101,500 $101,500 $110,000
Compensation
from the
American
Century
Family
of Funds(6)
- --------------------------------------------------------------------------------------------------------

(1) MR. OLSON WAS PAID AS AN ADVISORY BOARD MEMBER.

(2) INCLUDES COMPENSATION PAID TO THE DIRECTORS FROM AUGUST 1, 2006 TO
DECEMBER 31, 2006, AND ESTIMATED FUTURE PAYMENTS FOR SIX-MONTH PERIOD (FROM
JANUARY 1, 2007 TO JULY 31, 2007) BECAUSE THE FUNDS HAVE NOT BEEN IN
EXISTENCE FOR A FULL FISCAL YEAR. IT ALSO INCLUDES ACTUAL AND ESTIMATED
AMOUNTS DEFERRED AT THE ELECTION OF THE DIRECTORS UNDER AMERICAN CENTURY
MUTUAL FUNDS' INDEPENDENT DIRECTORS' DEFERRED COMPENSATION PLAN.

(3) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE ONE YEAR PERIOD ENDED
7/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. BROWN, $17,434; DR. HALL, $96,166; MR.
OLSON, $30,167; MR. PRATT, $18,926; MR. SAYERS, $96,666; AND MR. WEBSTER,
$35,309.

(4) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE ONE YEAR PERIOD ENDED
10/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. BROWN, $17,533; DR. HALL, $96,667; MR.
OLSON, $43,667; MR. PRATT, $19,000; MR. SAYERS, $97,167; AND MR. WEBSTER,
$27,433.

(5) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE ONE YEAR PERIOD ENDED
11/30/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. BROWN, $17,566; DR. HALL, $96,833; MR.
OLSON, $47,333; MR. PRATT, $19,025; MR. SAYERS, $97,333; AND MR. WEBSTER,
$25,092.

(6) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD FOR THE ONE YEAR PERIOD ENDED
12/31/2006. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE
PRECEDING TABLE IS AS FOLLOWS: MR. BROWN, $17,599; DR. HALL, $97,000; MR.
OLSON, $57,000; MR. PRATT, $19,050; MR. SAYERS, $101,500; AND MR. WEBSTER,
$22,600.

NOTE: NONE OF THE INTERESTED DIRECTORS OR OFFICERS OF THE FUNDS RECEIVES
COMPENSATION FROM THE FUNDS.

None of the Funds currently provides any pension or retirement benefits to
the Directors.

- ------
12

The Issuers have adopted the American Century Mutual Funds' Independent
Directors' Deferred Compensation Plan. Under the plan, the Independent Directors
may defer receipt of all or any part of the fees to be paid to them for serving
as Directors of the Funds.

All deferred fees are credited to an account established in the name of the
directors. The amounts credited to the account then increase or decrease, as the
case may be, in accordance with the performance of one or more of the American
Century Funds that are selected by the director. The account balance continues
to fluctuate in accordance with the performance of the selected Fund or Funds
until final payment of all amounts credited to the account. Directors are
allowed to change their designation of Funds from time to time.

No deferred fees are payable until such time as a director resigns, retires or
otherwise ceases to be a member of the Board. Directors may receive deferred fee
account balances either in a lump sum payment or in substantially equal
installment payments to be made over a period not to exceed 10 years. Upon the
death of a director, all remaining deferred fee account balances are paid to the
director's beneficiary or, if none, to the director's estate.

The plan is an unfunded plan and, accordingly, the Funds have no obligation to
segregate assets to secure or fund the deferred fees. To date, the Funds have
voluntarily funded their obligations. The rights of directors to receive their
deferred fee account balances are the same as the rights of a general unsecured
creditor of the Funds. The plan may be terminated at any time by the
administrative committee of the plan. If terminated, all deferred fee account
balances will be paid in a lump sum.

Exhibit A to this Proxy Statement shows the dollar range the Nominees
beneficially owned as of December 31, 2006 in the equity securities of any of
the Funds, and, on an aggregate basis, equity securities of all of the Issuers.

On December 23, 1999, American Century Services, LLC (ACS), an affiliate of
the Advisor entered into an agreement with DST Systems, Inc. (DST) under which
DST would provide back office software and support services for transfer agency
services provided by ACS (the "Agreement"). ACS pays DST fees based in part on
the number of accounts and the number and type of transactions processed for
those accounts. For the twelve months ended December 31, 2006, DST received
$22,142,003 in fees from ACS. DST's revenue for the calendar year ended December
31, 2006, was approximately $2.24 billion.

Ms. Strandjord is a director of DST and a holder of 35,383 shares and
possesses options to acquire an additional 55,875 shares of DST common stock,
the sum of which is less than one percent (1%) of the shares outstanding.
Because of her official duties as a director of DST, she may be deemed to have
an "indirect interest" in the Agreement. However, the Boards were not required
to nor did they approve or disapprove the Agreement, since the provision of
the services covered by the Agreement is within the discretion of ACS. DST was
chosen by ACS for its industry-leading role in providing cost-effective back
office support for mutual fund service providers such as ACS. DST is the
largest mutual fund transfer agent, servicing more than 75 million mutual fund
accounts on its shareholder recordkeeping system. Ms. Strandjord's role as a
director of DST was not considered by ACS; she was not involved in any way with
the negotiations between ACS and DST; and her status as a director of either
DST or the Funds was not a factor in the negotiations. The Boards and counsel
to the Independent Directors of the Funds have concluded that the existence of
this Agreement does not impair Ms. Strandjord's ability to serve as an
independent director under the 1940 Act.

BENEFICIAL OWNERSHIP OF AFFILIATES BY PROPOSED INDEPENDENT DIRECTORS

No Independent Director or his or her immediate family members beneficially
owned shares of the Advisor, the Issuers' principal underwriter or any other
person directly or indirectly controlling, controlled by, or under common
control with the Advisor or the Issuers' principal underwriter as of December
31, 2006.

OFFICERS

The following table presents certain information about the executive officers
of the Issuers. Each officer serves as an officer for each of the 15 investment
companies in the American Century family of funds, unless otherwise noted. No
officer is compensated for his or her service as an officer of the Funds. The
listed officers are interested persons of the Funds and are appointed or
re-appointed on an annual basis. The mailing address for each of the officers
listed below is 4500 Main Street, Kansas City, Missouri 64111.

- ------
13

OFFICES WITH PRINCIPAL OCCUPATION
NAME THE ISSUERS DURING THE PAST FIVE YEARS
- --------------------------------------------------------------------------------
Jonathan Advisory Board President and Chief Executive Officer,
S. Thomas Member and American Century Companies, Inc.
President since ("ACC") (March 2007 to present); Chief
2007 Administrative Officer, ACC (February
2006 to February 2007); Executive
Vice President, ACC (November 2005
to February 2007). Also serves as:
President, Chief Executive Officer
and Director, AMERICAN CENTURY SERVICES,
LLC ("ACS"); Executive Vice President,
AMERICAN CENTURY INVESTMENT MANAGEMENT
("ACIM"), AMERICAN CENTURY GLOBAL INVESTMENT
MANAGEMENT ("ACGIM"); Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries;
Managing Director, MORGAN STANLEY
(March 2000 to November 2005)
- --------------------------------------------------------------------------------
Maryanne L. Chief Compliance Chief Compliance Officer, ACIM, ACGIM and
Roepke Officer since ACS (August 2006 to present); Assistant
2006 and Senior Treasurer, ACC (January 1995 to August
Vice President 2006); and Treasurer and Chief Financial
since 2000 Officer, various American Century funds
(July 2000 to August 2006). Also serves
as: Senior Vice President, ACS
- --------------------------------------------------------------------------------
Charles A. Senior Vice Attorney, ACC (February 1994 to present);
Etherington President since General Counsel, ACC (March 2007 to
2006 and present); Senior Vice President and
General Counsel General Counsel, ACIM, ACGIM, ACS and
since 2007 other ACC subsidiaries.
- --------------------------------------------------------------------------------
Robert J. Vice President, Vice President, ACS (February 2000
Leach Treasurer and to present); and Controller, various
Chief Financial American Century funds (1997 to
Officer since September 2006)
2006
- --------------------------------------------------------------------------------
C. Jean Controller Vice President, ACS (February 2000 to
Wade since 1996 present)
- --------------------------------------------------------------------------------
Jon W. Tax Officer Chief Financial Officer and Chief
Zindel since 1998 Accounting Officer, ACC (March 2007 to
present); Vice President, ACC (October 2001
to present); Vice President, certain ACC
subsidiaries (October 2001 to August
2006), Vice President, Corporate Tax,
ACS (April 1998 to August 2006). Also
serves as: Chief Financial Officer, Chief
Accounting Officer and Senior Vice
President, ACIM, ACGIM, ACS, and other ACC
subsidiaries; Chief Accounting Officer
and Senior Vice President, ACIS
- --------------------------------------------------------------------------------

SHARE OWNERSHIP

The following table lists the classes for which the directors and executive
officers of each Fund, both individually and as a group, owned more than 1% of
the shares of the class. For all classes not listed below, each director and
officer individually, and as a group, owned beneficially less than 1% of the
outstanding shares of the class. Please see Exhibit B for a list of those
persons who, as of March 15, 2007, owned of record or beneficially 5% or more of
the outstanding shares of any class of a Fund.

AS OF MARCH 21, 2007
NAME OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER AMOUNT OF CLASS
- --------------------------------------------------------------------------------
Capital Growth Jonathan S. Thomas 853 shares 10.35%
Investor Class
- --------------------------------------------------------------------------------
Capital Growth Directors/
Investor Class Executive Officers/ 853 shares 10.35%
Nominees As a Group
- --------------------------------------------------------------------------------

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committees and each Board selected the independent public accounting
firm of Deloitte & Touche LLP to serve as independent registered public
accountants of the Issuers for their most recent fiscal year. Representatives of
Deloitte & Touche are not expected to be present at the Meeting, but will have
the opportunity to make a statement if they wish, and will be available should
any matter arise requiring their presence.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The aggregate fees paid to Deloitte & Touche LLP and other member firms of
Deloitte Touche Tahmatsu and their respective affiliates (collectively referred
to as the "Deloitte Entities") for professional services rendered by the
Deloitte Entities for the audit of the annual financial statements of the Funds
and other professional services for the fiscal years ended as indicated below
were:

- ------
14

AUDIT ALL
AUDIT RELATED TAX OTHER
ISSUER FEES (A) FEES (B) FEES (C) FEES (D)
- --------------------------------------------------------------------------------
American Century Asset Allocation Portfolios, Inc.
07/31/2005 $57,990 - $13,970 -
- --------------------------------------------------------------------------------
07/31/2006 $69,670 - $15,000 -
- --------------------------------------------------------------------------------
American Century Capital Portfolios, Inc.
03/31/2005 $115,236 - $14,395 -
- --------------------------------------------------------------------------------
03/31/2006 $114,418 - $12,996 -
- --------------------------------------------------------------------------------
American Century Growth Funds, Inc.
07/31/2005 $0 - $0 -
- --------------------------------------------------------------------------------
07/31/2006 $31,197 - $4,200 -
- --------------------------------------------------------------------------------
American Century Mutual Funds, Inc.
10/31/2005 $218,979 - $21,496 -
- --------------------------------------------------------------------------------
10/31/2006 $270,281 - $33,106 -
- --------------------------------------------------------------------------------
American Century Strategic Asset Allocations, Inc.
11/30/2005 $58,868 - $7,223 -
- --------------------------------------------------------------------------------
11/30/2006 $61,409 - $7,431 -
- --------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.
12/31/2005 $152,519 - $20,116 -
- --------------------------------------------------------------------------------
12/31/2006 $150,772 - $20,121 -
- --------------------------------------------------------------------------------
American Century World Mutual Funds, Inc.
11/30/2005 $152,470 - $23,535 -
- --------------------------------------------------------------------------------
11/30/2006 $202,398 - $32,267 -
- --------------------------------------------------------------------------------

(a) Audit Fees

These fees relate to professional services rendered by the Deloitte Entities
for the audits of the Funds' annual financial statements or services normally
provided by an independent registered public accounting firm in connection with
statutory and regulatory filings or engagements. These services included the
audits of the financial statements of the Funds, issuance of consents, income
tax provision procedures and assistance with review of documents filed with the
Securities and Exchange Commission.

(b) Audit Related Fees

These fees relate to assurance and related services by the Deloitte Entities
in connection with semi-annual financial statements.

These fees relate to professional services rendered by the Deloitte Entities
for tax compliance, tax advice, and tax planning. These services relate to the
review of the Funds' federal and state income tax returns, review of excise tax
calculations and returns, and a review of the Funds' calculations of capital
gains and income distributions.

(d) All Other Fees

These fees relate to products and services provided by the Deloitte Entities
other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax
Fees."

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee approves the engagement of the accountant prior to the
accountant rendering any audit or non-audit services to the Issuers. The
aggregate non-audit fees billed by the Deloitte Entities for services rendered
to the Advisor and service affiliates for the years ended December 31, 2005 and
December 31, 2006 were $223,787 and $108,186, respectively.

The Audit Committee considered and concluded that the provision non-audit
services to the Advisor and its affiliates that did not require pre-approval is
compatible with maintaining Deloitte's independence.

- ------
15

SHAREHOLDER APPROVAL

Proposal 1, the election of the Directors, must be approved by a plurality of
the votes cast in person or by proxy at the Meeting at which a quorum exists.
The shareholders of each Issuer will vote separately for the election of
Directors. The shareholders of each Issuer will vote together as a single class
and the voting power of the shares of each Fund that is a series of an Issuer
will be counted together in determining the results of the voting for
Proposal 1.

THE BOARDS RECOMMEND THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE NOMINEES.

PROPOSAL 2

APPROVAL OF A CHANGE IN THE FEE STRUCTURE OF THE ADVISOR CLASS SHARES OF THE
ADVISOR FUNDS

OVERVIEW AND RELATED INFORMATION

On November 29, 2006 and March 7, 2007, the Boards approved a decrease of 25
basis points (0.25%) in the Rule 12b-1 fee charged by the Advisor Class of the
Advisor Funds while simultaneously approving, subject to shareholder approval,
an increase of 25 basis points in the unified management fee for the Advisor
Class of the Advisor Funds, resulting in no change to the total expense ratios.
The decrease in the Rule 12b-1 fee and corresponding increase in the unified
management fee are designed to move the fee for the provision of certain
recordkeeping/administrative services from the Rule 12b-1 fee to the unified
management fee. The recordkeeping/administrative services, which include the
provision of recordkeeping and related services that would otherwise be
performed by the Funds' transfer agent, may be performed by financial
intermediaries or by the Advisor or its affiliates. In circumstances in which
the recordkeeping/administrative services are performed by financial
intermediaries, the Advisor will pay such intermediaries all or part of the
recordkeeping/administrative fee for performing the services. The
recordkeeping/administrative services, which will not change, do not encompass
distribution-related services. This modification will make the fee structure of
the Advisor Class shares of the Advisor Funds more consistent with the other
share classes of the American Century Funds. Any reimbursement paid to financial
intermediaries for the provision of recordkeeping/administrative services will
now be paid out of the unified management fee received by the Advisor and not
the Rule 12b-1 fee.

CONSEQUENCES OF APPROVAL OF THE CHANGE IN FEE STRUCTURE

The proposed 25 basis point increase in the unified management fee is not
expected to have any effect on the total expense ratio of the Advisor Class
shares of the Advisor Funds. As previously noted, the 25 basis point increase in
the unified management fee will be offset by a corresponding decrease of 25
basis points in the Rule 12b-1 fee. If shareholders do not approve the increase
in the unified management fee, then the recordkeeping/administrative services
fee will continue to be paid out of the Rule 12b-1 fee and the proposed decrease
in the Rule 12b-1 fee will not take effect. If approved by shareholders, the
current advisory contracts of the Advisor Funds will be amended to reflect the
25 basis point increase in the unified management fee. Hereafter, the amended
contracts shall be referred to as the "New Advisory Agreements." If this
Proposal is not approved by one or more of the Advisor Classes of the Advisor
Funds, then American Century may elect not to proceed with the Proposal with
respect to some or all of the Advisor Funds.

This Proposal is part of a larger set of initiatives designed to streamline
American Century's mutual fund offerings and better align them with investor
buying preferences and market opportunities. As part of this larger set of
initiatives, the Boards recently approved a proposal to reclassify the Advisor
Class shares of Balanced, Life Sciences, and Technology as Investor Class shares
of the same Funds. Advisor Class shareholders of these Funds will receive a
separate proxy statement/prospectus describing this proposal in detail and will
have an opportunity to vote on it. If approved by the Advisor Class shareholders
of these three Funds, Advisor Class shares would cease to exist; the Change in
Fee Structure Proposal contained in this Proxy Statement would become moot;
and therefore, even if approved, the Change In Fee Structure Proposal would not
take effect for Balanced, Life Sciences and Technology.

Also as part of this larger set of initiatives, the Boards recently approved a
proposal to reclassify the A Class shares of Large Company Value, Value, Select,
Strategic Allocation: Conservative, Strategic Allocation: Moderate, Strategic
Allocation: Aggressive, Global Growth, and International Growth as Advisor Class
shares of the same Funds. A Class shareholders of these Funds will receive a
separate proxy statement/prospectus describing this proposal in detail and will
have an opportunity to vote on it. If the reclassification is approved by the
A Class shareholders, the current A Class shares would cease to exist; the
Change in Fee Structure Proposal contained in this proxy would take effect;
such shares would be subject to a maximum 5.75% front-end sales load; and the
Advisor Class shares would be renamed as "A Class" shares. However, the
front-end sales load will not apply to current Advisor Class shareholders who
purchase additional shares in the same accounts. Additionally, after the
Advisor Class shares have been renamed as A Class shares, shareholders will
be able to exchange their shares for A Class shares of other American
Century Funds.

- ------
16

Lastly, as part of this larger set of initiatives, it is anticipated that if
the Change in Fee Structure Proposal is approved, the Advisor Class shares of
Emerging Markets, Equity Income, Heritage, Real Estate and Ultra will be renamed
as "A Class" shares. Additionally, it is anticipated that a maximum front-end
sales load of 5.75% will be imposed on the renamed A Class shares. However, the
front-end sales load will not apply to current Advisor Class shareholders who
purchase additional shares in the same accounts. Additionally, after the Advisor
Class shares have been renamed as A Class shares, shareholders will be able to
exchange their shares for A Class shares of other American Century Funds.

INFORMATION REGARDING THE ADVISOR

American Century Investment Management, Inc. ("ACIM"), located at 4500
Main Street, Kansas City, Missouri 64111, is wholly owned by American Century
Companies, Inc. James E. Stowers, Jr. controls American Century Companies, Inc.
by virtue of his ownership of stock representing a majority of the total voting
power. American Century Global Investment Management, Inc. ("ACGIM"), located
at 666 3rd Avenue, 23rd Floor, New York, New York 10017, is wholly owned by
ACIM. ACIM serves as the advisor for each of the Advisor Funds, except Emerging
Markets, Global Growth, International Discovery, International Growth and Life
Sciences, for which ACGIM serves as the advisor. ACIM and ACGIM hereafter will
both be referred to as the "Advisor" for their respective Funds. Maryanne L.
Roepke, Jon W. Zindel, Charles A. Etherington, David H. Reinmiller and Otis H.
Cowan are all officers of the Funds and the Advisor, but are not directors of
the Advisor, who own common stock of American Century Companies, Inc.

The address for each officer and director of ACIM is 4500 Main Street,
Kansas City, Missouri 64111. The address for each officer and director of ACGIM
is 666 3rd Avenue, 23rd Floor, New York New York 10017. The following table
lists the names, positions, and principal occupations of the directors and
principal executive officer of both ACIM and ACGIM:

NAME POSITION PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Enrique President, Chief Chief Investment Officer
Chang Executive Officer
and Chief
Investment Officer
- --------------------------------------------------------------------------------
James E. Director Founder, Co-Chairman, Director and
Stowers, Jr. Controlling Shareholder, ACC; Director,
ACIM, ACGIM, ACS, ACIS and other ACC
subsidiaries
- --------------------------------------------------------------------------------
Jonathan Director and President and Chief Executive Officer,
S. Thomas Executive Vice ACC ; President, Chief Executive
President Officer, and Director, ACS; Director, ACIM,
ACGIM, ACIS and other ACC subsidiaries
- --------------------------------------------------------------------------------

DESCRIPTION OF THE NEW ADVISORY AGREEMENTS

The Advisor currently acts as each Advisor Fund's advisor pursuant to Advisory
Agreements (the "Current Advisory Agreements"). The following table lists the
date of the Current Advisory Agreements, as well as the dates they were last
submitted to a vote of the shareholders and the purpose of the shareholder vote
for each Fund. Under the New Advisory Agreements, the Advisor will provide the
same advisory services to the Advisor Funds as under the Current Advisory
Agreements except that the provision of recordkeeping/administrative services
will now be provided for and paid for under the New Advisory Agreements.

DATE CURRENT
CURRENT ADVISORY
ADVISORY AGREEMENT
AGREEMENT LAST SUBMITTED PURPOSE OF LAST
FUND DATE TO SHAREHOLDERS SUBMISSION TO SHAREHOLDERS
- --------------------------------------------------------------------------------
Equity 8/1/2006 7/30/1997 Consolidation of
Income Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Large 8/1/2006 7/28/1999 Initial shareholder consent
Company
Value
- --------------------------------------------------------------------------------
Mid Cap 8/1/2006 7/30/2004 Initial shareholder consent
Value
- --------------------------------------------------------------------------------
Real 8/1/2006 12/17/1999 Approval of fee change
Estate
- --------------------------------------------------------------------------------
Small 8/1/2006 7/30/1998 Initial shareholder consent
Cap
Value
- --------------------------------------------------------------------------------
Value 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Legacy 5/15/2006 5/31/2006 Initial shareholder consent
Large
Cap
- --------------------------------------------------------------------------------
Legacy 5/15/2006 5/31/2006 Initial shareholder consent
Focused
Large Cap
- --------------------------------------------------------------------------------
Legacy 5/15/2006 5/31/2006 Initial shareholder consent
Multi Cap
- --------------------------------------------------------------------------------
Balanced 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Capital 8/1/2006 3/30/1999 Initial shareholder consent
Value
- --------------------------------------------------------------------------------
Growth 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Heritage 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Select 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Ultra 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------
Vista 8/1/2006 7/30/1997 Consolidation of
Management Agreements
by Issuer
- --------------------------------------------------------------------------------

- ------
17

COMPARISON OF THE CURRENT ADVISORY AGREEMENTS AND THE NEW ADVISORY AGREEMENTS

The terms of each New Advisory Agreement are identical to those of the
corresponding Current Advisory Agreement, except for the management fees
payable, which have been increased by 25 basis points to account for the
transfer of the recordkeeping/administrative reimbursements from the Rule 12b-1
fee to the unified management fee, and the effective and termination dates. The
New Advisory Agreement will continue in effect from year to year if such
continuance is approved for the Funds at least annually in the manner required
by the 1940 Act and the rules and regulations thereunder. Please see Exhibit C
for the current rate of compensation paid under the Current Advisory Agreements
for each Advisor Fund and the pro forma fees to be paid under the New Advisory
Agreements after giving effect to the Change In Fee Structure Proposal.

ADVISORY SERVICES

The services to be provided by the Advisor to the Advisor Funds under the New
Advisory Agreements will be identical to those services that were provided by
the Advisor under the Current Advisory Agreements except that the provision of
recordkeeping/administrative services will now be provided for and paid for
under the New Advisory Agreements. Both the Current Advisory Agreements and the
New Advisory Agreements provide that the Advisor will: (i) decide what
securities to buy and sell for each Advisor Fund's portfolio and (ii) select
brokers and dealers to carry out portfolio securities transactions for each
Advisor Fund.

EXPENSES

The provisions of the New Advisory Agreements regarding expenses are identical
to the provisions of the Current Advisory Agreements. Under the terms of the
Current Advisory Agreements and the New Advisory Agreements, the Advisor will
bear all expenses incurred by it in the performance of its responsibilities.
Each Advisor Fund is responsible for custody fees and other charges and expenses
of each Advisor Fund's operations such as compensation of the Independent
Directors, independent accountants and legal counsel of the Independent
Directors.

COMPENSATION

The following table shows the aggregate amount paid by each Fund under the
unified management fee and Rule 12b-1 fee for 2006, and the aggregate amount
that would have been paid if the proposed unified management fee and Rule 12b-1
fee had been in effect during 2006.

- ------
18

NET $
CHANGE
AND
UNIFIED UNIFIED NET % RULE RULE NET TOTAL
MANAGEMENT MANAGEMENT CHANGE 12B-1 12B-1 DECREASE NET
FEE FEE IN UNIFIED FEE FEE IN RULE CHANGE
BEFORE AFTER MANAGEMENT BEFORE AFTER 12B-1 IN
FUND CHANGE CHANGE FEE DECREASE DECREASE FEES FEES
- -----------------------------------------------------------------------------------------------
Value $1,760,286 $2,353,165 $592,879 $1,185,758 $592,879 ($592,879) $0
33.68%
- -----------------------------------------------------------------------------------------------
Legacy $1,108 $1,434 $326 $652 $326 ($326) $0
Focused
Large Cap 29.42%
- -----------------------------------------------------------------------------------------------
Legacy $1,053 $1,363 $310 $620 $310 ($310) $0
Large Cap 29.44%
- -----------------------------------------------------------------------------------------------
Legacy $838 $1,071 $233 $466 $233 ($233) $0
Multi Cap 27.80%
- -----------------------------------------------------------------------------------------------
Balanced $101,630 $140,719 $39,089 $78,178 $39,089 ($39,089) $0
38.46%
- -----------------------------------------------------------------------------------------------
Capital $132,429 $171,426 $38,997 $77,994 $38,997 ($38,997) $0
Value 29.45%
- -----------------------------------------------------------------------------------------------
Growth $617,883 $824,347 $206,464 $412,928 $206,464 ($206,464) $0
33.41%
- -----------------------------------------------------------------------------------------------
Heritage $304,745 $406,327 $101,582 $203,164 $101,582 ($101,582) $0
33.33%
- -----------------------------------------------------------------------------------------------
Select $195,940 $261,253 $65,313 $130,626 $65,313 ($65,313) $0
33.33%
- -----------------------------------------------------------------------------------------------
Ultra $3,929,672 $5,268,710 $1,339,038 $2,678,076 $1,339,038 ($1,339,038) $0
34.08%
- -----------------------------------------------------------------------------------------------
Vista $1,645,575 $2,194,100 $548,525 $1,097,050 $548,525 ($548,525) $0
33.33%
- -----------------------------------------------------------------------------------------------
Strategic $1,170,818 $1,569,615 $398,797 $797,594 $398,797 ($398,797) $0
Conservative 34.06%
- -----------------------------------------------------------------------------------------------
Strategic $3,348,501 $4,397,162 $1,048,661 $2,097,322 $1,048,661 ($1,048,661) $0
Moderate 31.32%
- -----------------------------------------------------------------------------------------------
Strategic $3,030,044 $3,843,878 $813,834 $1,627,668 $813,834 ($813,834) $0
Aggressive 26.86%
- -----------------------------------------------------------------------------------------------
Emerging $76,363 $88,762 $12,399 $24,798 $12,399 ($12,399) $0
Markets 16.24%
- -----------------------------------------------------------------------------------------------
Global $53,789 $66,596 $12,807 $25,614 $12,807 ($12,807) $0
Growth 23.81%
- -----------------------------------------------------------------------------------------------
International $298 $362 $64 $128 $64 ($64) $0
Discovery 21.48%
- -----------------------------------------------------------------------------------------------
International $3,048,835 $3,811,418 $762,583 $1,525,166 $762,583 ($762,583) $0
Growth 25.01%
- -----------------------------------------------------------------------------------------------
Life Sciences $1,744 $2,107 $363 $726 $363 ($363) $0
20.81%
- -----------------------------------------------------------------------------------------------
Technology $1,522 $1,826 $304 $608 $304 ($304) $0
19.97%
- -----------------------------------------------------------------------------------------------

ADVISORY SERVICES TO OTHER FUNDS

The following table provides information regarding mutual funds for which the
Advisor provides sub-advisory services and that have investment objectives and
strategies that are similar to those of the Advisor Funds. All of the
information below is provided for the calendar year ended December 31, 2006.

- ------
19

EFFECTIVE
MANAGEMENT
FEE (AS A
PERCENTAGE
ACTUAL OF AVERAGE
SUB- YTD AVERAGE MANAGEMENT DAILY NET
FUND ADVISOR NET ASSETS FEE ASSETS)
- --------------------------------------------------------------------------------
The following funds are managed pursuant to a similar investment strategy as
Growth.
- --------------------------------------------------------------------------------
Principal Partners
LargeCap Growth
Fund II ACIM $844,555,902 $3,047,456 0.361%
- --------------------------------------------------------------------------------
Principal Partners
Large Cap Growth
Fund(1) ACIM $36,981,903 $131,588 0.356%
- --------------------------------------------------------------------------------
The following fund is managed pursuant to a similar investment strategy as
Select.
- --------------------------------------------------------------------------------
ING American
Century Select
Portfolio ACIM $366,842,595 $1,463,143 0.399%
- --------------------------------------------------------------------------------
The following funds are managed pursuant to a similar investment strategy as
Vista.
- --------------------------------------------------------------------------------
RiverSource
Aggressive
Growth ACIM $248,213,334 $1,138,389 0.459%
- --------------------------------------------------------------------------------
John Hancock
Vista Fund ACIM $119,163,755 $532,977 0.447%
- --------------------------------------------------------------------------------
John Hancock
Vista Trust ACIM $93,094,447 $416,263 0.447%
- --------------------------------------------------------------------------------
The following funds are managed pursuant to a similar investment strategy as
Balanced.
- --------------------------------------------------------------------------------
AST American
Century Strategic
Balanced
Portfolio(2) ACIM $185,304,220 $697,132 0.376%
- --------------------------------------------------------------------------------
Strategic Partners
Balanced Fund ACIM $98,215,264 $368,008 0.375%
- --------------------------------------------------------------------------------
The following fund is managed pursuant to a similar investment strategy as
International Growth.
- --------------------------------------------------------------------------------
VALIC
International
Growth I Fund ACGIM $252,147,352 $1,628,087 0.646%
- --------------------------------------------------------------------------------
The following fund is composed of multiple asset slices managed by a
number of investment managers. Two of these asset slices are managed by
ACIM. One slice is managed pursuant to a similar investment strategy as
International Opportunities. The other slice is managed pursuant to a similar
investment strategy as International Discovery.
- --------------------------------------------------------------------------------
Laudus
International
MarketMasters
Fund ACGIM $392,671,833(3) $3,153,076 0.803%
- --------------------------------------------------------------------------------
The following fund is managed pursuant to a similar investment strategy to
Mid Cap Value.
- --------------------------------------------------------------------------------
MML Mid Cap
Value Fund ACIM $213,590,319 $943,270 0.442%
- --------------------------------------------------------------------------------
The following fund is managed by ACIM pursuant to two distinct investment
strategies. One slice of the fund's assets is managed pursuant to a similar
investment strategy as Small Cap Value. The other slice of the fund's assets is
managed pursuant to a similar investment strategy as Mid Cap Value.
- --------------------------------------------------------------------------------
ING American
Century Small-Mid
Cap Value Portfolio ACIM $113,114,250 $704,067(4) 0.622%(4)
- --------------------------------------------------------------------------------
The following funds are managed (or in some cases, a particular slice of the
assets of a fund is managed) pursuant to a similar investment strategy as
Large Company Value.
- --------------------------------------------------------------------------------
TA IDEX American
Century Large
Company Value ACIM $291,110,198 $1,247,793 0.429%
- --------------------------------------------------------------------------------
Partners Large
Cap Value Fund II ACIM $221,407,083 $875,093 0.395%
- --------------------------------------------------------------------------------
VALIC Core Value ACIM $233,377,043 $1,007,807 0.432%
- --------------------------------------------------------------------------------
AEGON American
Century Large
Company Value ACIM $126,428,646 $544,617 0.431%
- --------------------------------------------------------------------------------
ING American
Century Large
Company Value
Portfolio ACIM $105,810,629 $422,094 0.399%
- --------------------------------------------------------------------------------
Principal Equity
Value Account ACIM $4,990,915 $19,598 0.393%
- --------------------------------------------------------------------------------

(1) THE PRINCIPAL PARTNERS LARGECAP GROWTH FUND MERGED WITH THE PRINCIPAL
PARTNERS LARGECAP GROWTH FUND II ON JANUARY 12, 2007.

(2) EFFECTIVE MAY 1, 2007, THE FUND WILL IMPLEMENT A REVISED INVESTMENT
STRATEGY AND CHANGE ITS NAME TO THE AST AMERICAN CENTURY STRATEGIC
ALLOCATION PORTFOLIO. THE ADVISOR WILL CONTINUE TO MANAGE THE ASSETS OF THE
FUND FOLLOWING THE CHANGE BUT WILL EMPLOY AN INVESTMENT MANAGEMENT STYLE
SIMILAR TO THAT OF AMERICAN CENTURY STRATEGIC ALLOCATION: MODERATE.

(3) FUND ASSETS ARE MANAGED BY A NUMBER OF INVESTMENT MANAGERS. ONLY
ASSETS OF THE FUND MANAGED BY THE ADVISOR ARE INCLUDED.

(4) ACIM WAIVED A PORTION OF ITS MANAGEMENT FEE DURING THE PERIOD ENDED
DECEMBER 31, 2006. WITHOUT THIS WAIVER, THE ACTUAL MANAGEMENT FEE AND
EFFECTIVE MANAGEMENT FEE PAID TO ACIM BY THE FUND WOULD HAVE BEEN
$646,057 AND 0.571% RESPECTIVELY.

- ------
20

BASIS FOR THE BOARDS' APPROVAL OF THE NEW ADVISORY AGREEMENTS

At meetings held on November 29, 2006 and March 7, 2007, the Boards, including
the Independent Directors, considered and approved the proposed increase to the
unified management fee of the Advisor Class shares of the Advisor Funds and
accordingly approved the New Advisory Agreements for each Advisor Fund. In
approving the New Advisory Agreements, the Boards considered the following
factors:

* that the increase in the unified management fee is being proposed in
connection with a simultaneous decrease in the Rule 12b-1 fees of the Advisor
Class;

* that there will not be any change in the total expense ratio of the
Advisor Class as a result of the increase in the unified management fee;

* that if the proposed New Advisory Agreements are approved by shareholders
of the Advisor Class of Equity Income, Real Estate, Heritage, Ultra, and
Emerging Markets it is anticipated that the Advisor Class shares will be
renamed A Class shares, and a front-end sales load would be added to the
class; but would also result in the load being waived for current
shareholders of the Advisor Class who purchase future A Class shares through
the same accounts; and

* that the increase in the unified management fee of the Advisor Class will
make the class fee structure more consistent with the fee structure of other
share classes of the American Century Funds and industry practice.

At the meetings, after considering all information presented, the Boards,
including the Independent Directors, unanimously approved each New Advisory
Agreement and determined to recommend that shareholders approve the New Advisory
Agreements. No single factor was determinative in the Boards' analysis. The
following summary describes the most important, but not all, of the factors
considered by the Boards.

SERVICES TO BE PROVIDED

The Boards considered the services to be provided in consideration for the 25
basis point increase in the unified management fee. The Boards noted that the
recordkeeping/administrative services provided in consideration for the 25 basis
points would not change. Instead the recordkeeping/administrative services would
now be paid as part of the unified management fee instead of the Rule 12b-1 fee.
The recordkeeping/administrative services, which include the provision of
recordkeeping and related services that would otherwise be performed by the
Funds' transfer agent, may be performed by financial intermediaries or by the
Advisor or its affiliates. In circumstances in which the
recordkeeping/administrative services are performed by financial intermediaries,
the Advisor will pay such intermediaries all or part of the
recordkeeping/administrative fee for performing the services.

COSTS AND PROFITABILITY

The Boards did not request any specific information regarding the costs of the
services to be provided in consideration of the 25 basis point increase in the
unified management fee because the Boards had previously reviewed the nature,
scope and costs associated with the provision of the
recordkeeping/administrative services as part of its approval of the Rule 12b-1
plan on behalf of the Advisor Funds. The Boards had previously found the 25
basis point fee for recordkeeping/administrative services to be reasonable in
light of the scope and nature of the services provided.

BENEFITS TO THE ADVISOR

The Boards considered the information presented regarding the benefits to the
Advisor from the increase in the unified management fee. The Boards noted that
the 25 basis point increase in the unified management fee would be paid out by
the Advisor to the financial intermediary providing the
recordkeeping/administrative services to the beneficial owners of the shares.
The increased fee would only be retained by the Advisor to the extent that it
was providing the recordkeeping/administrative services on behalf of
shareholders. Currently, the Advisor retains the fee only to the extent it
provides the recordkeeping/administrative services on behalf of shareholders.
There would not be a net change in the amount the Advisor retains.

ECONOMIES OF SCALE

The Boards considered that the total expense ratio of the Advisor Class would
not change as a result of the increase in the unified management fee due to the
corresponding decrease in the Rule 12b-1 fee. The Boards considered that it was

- ------
21

necessary to pay financial intermediaries a fee for providing
recordkeeping/administrative services to shareholders and that the payment of
such a fee by the Advisor Funds could help them increase their assets and
therefore potentially enable shareholders to realize future economies of scale.
The Boards recognized, however, that the proposal would not increase payments to
financial intermediaries.

Additional information regarding the factors the Boards considered in their
annual renewal of advisory contracts on behalf of the Advisor Funds can be found
in the report to shareholders for each respective Advisor Fund. To request a
report of a Fund please call the following number: 1-800-345-2021.

AFFILIATED BROKERAGE

American Century Investment Services, Inc., the Funds' distributor, and the
Advisor are wholly owned, directly or indirectly, by ACC. JPMorgan Chase & Co.
(JPM) is an equity investor in ACC. The funds paid J.P. Morgan Securities Inc.
(JPMS), and JP Morgan Cazenove Limited (JPMC), subsidiaries of JPM, the
following brokerage commissions:

PERCENTAGE
AGGREGATE OF AGGREGATE
AMOUNT OF BROKERAGE
COMMISSIONS COMMISSIONS
PAID TO PAID TO
AFFILIATED BROKERS AFFILIATED BROKER
-------------------- -----------------
FUND FISCAL YEAR END JPMS JPMC(1) JPMS JPMC(1)
- --------------------------------------------------------------------------------
Select 10/31/2006 $51,195 N/A 0.78% N/A
- --------------------------------------------------------------------------------
Vista 10/31/2006 $32,570 N/A 0.64% N/A
- --------------------------------------------------------------------------------
Strategic 11/30/2006 $2,473 $39 0.57% 0.01%
Allocation:
Conservative
- --------------------------------------------------------------------------------
Strategic 11/30/2006 $56,644 $253 2.26% 0.01%
Allocation:
Moderate
- --------------------------------------------------------------------------------
Strategic 11/30/2006 $45,525 $237 2.30% 0.01%
Allocation:
Aggressive
- --------------------------------------------------------------------------------
Emerging 11/30/2006 $184,409 $919 6.32% 0.03%
Markets
- --------------------------------------------------------------------------------
Global 11/30/2006 $3,429 $400 0.49% 0.06%
Growth
- --------------------------------------------------------------------------------
International 11/30/2006 $289,630 $13,323 3.45% 0.16%
Discovery
- --------------------------------------------------------------------------------
International 11/30/2006 $175,560 $1,720 2.45% 0.02%
Growth
- --------------------------------------------------------------------------------
Technology 11/30/2006 $19,768 $0 1.86% 0.00%
- --------------------------------------------------------------------------------
Large 12/31/2006 $464 N/A 0.18% N/A
Company
Value
- --------------------------------------------------------------------------------
Mid Cap 12/31/2006 $744 N/A 0.20% N/A
Value
- --------------------------------------------------------------------------------
Small Cap 12/31/2006 $2,400 N/A 0.08% N/A
Value
- --------------------------------------------------------------------------------
Value 12/31/2006 $959 N/A 0.03% N/A
- --------------------------------------------------------------------------------

(1) JPMC BECAME A SUBSIDIARY OF JPM ON FEBRUARY 1, 2005.

SHAREHOLDER APPROVAL

Proposal 2, the approval of the change to the Advisor Class fee structure, must
be approved in accordance with Section 15(a) of the 1940 Act, which requires the
approval of the lesser of (i) more than 50% of the outstanding shares of the
applicable class or (ii) 67% or more of the shares of that class present or
represented by proxy at the Meeting if more than 50% of such shares are present
or represented by proxy. The shareholders of the Advisor Class of each of the
Advisor Funds will vote separately on Proposal 2.

THE DIRECTORS OF THE ADVISOR FUNDS RECOMMEND THAT THE SHAREHOLDERS
OF THE ADVISOR CLASS OF EACH ADVISOR FUND VOTE TO APPROVE THE CHANGE
TO THE ADVISOR CLASS FEE STRUCTURE.

- ------
22

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO THE INVESTMENT OBJECTIVE OF REAL ESTATE

OVERVIEW AND RELATED INFORMATION

At its meeting on November 29, 2006, the Board of American Century Capital
Portfolios, Inc. approved a proposal to amend the investment objective of Real
Estate. Real Estate's investment objective is "fundamental" and thus may not be
changed without shareholder approval. The current investment objective of the
Fund states that "The fund seeks long-term capital appreciation. Income is a
secondary objective." This investment objective has been in effect since the
Fund's inception in September 1995. The Board proposes to amend the fundamental
investment objective to state that "The fund seeks high total investment return
through a combination of capital appreciation and current income."

The goal of this proposal is to modify Real Estate's fundamental investment
objective so that it does not identify capital appreciation as "primary" and
income as "secondary" objectives. If approved, Real Estate's new investment
objective will be to seek both capital appreciation and production of income
while not emphasizing one over the other. Whether or not the proposal is
approved, it is anticipated that Real Estate will continue its subadvisory
relationship with J.P. Morgan Investment Management, Inc. (the "Subadvisor").
The Subadvisor does not expect that the change in the Real Estate's fundamental
investment objective will, if approved, (1) materially affect its investment
strategy for the day-to-day management of the Fund; or (2) materially change the
risk factors applicable to the Fund.

INVESTMENT STRATEGY

Real Estate invests at least 80% of its assets in equity securities issued by
real estate invest-ment trusts ("REITs") and companies engaged in the real
estate industry. A REIT invests primarily in income-producing real estate or
makes loans to persons involved in the real estate industry. Equity securities
include common stock, preferred stock, and equity equivalent securities such as
convertible securities, stock futures contracts or stock index futures
contracts. A company is considered to be a real estate company if, in the
opinion of the Fund's portfolio managers (the "PMs"), at least 50% of its
revenues or 50% of the market value of its assets at the time its securities are
purchased by the Fund are attributed to the ownership, construction, management
or sale of real estate. The PMs look for real estate securities that they
believe will provide superior returns. The PMs attempt to focus the Fund's
investments on real estate companies and REITs with the potential for stock
price appreciation, plus strong growth of cash flow to investors.

Some REITs, called equity REITs, buy real estate, and investors receive income
from the rents received and from any profits on the sale of its properties.
Other REITs, called mortgage REITs, lend money to building developers and other
real estate companies, and receive income from interest paid on those loans.
There are also hybrid REITs, which engage in both owning real estate and making
loans. If a REIT meets certain requirements, it is not taxed on the income it
distributes to its investors.

The PMs' real estate securities investment philosophy is that consistently
excellent investment results can be achieved through superior stock selection
(based on both public equity and private real estate market factors) and
risk-managed portfolio construction. The PMs use a disciplined investment
process to manage the Fund, focusing on stock selection rather than sector or
theme bets. The portfolio management process relies on a continuous screen of
the target universe of investments to identify companies exhib-iting financial
strength, and operating returns and growth prospects that are attractively
priced at any given time. This process also helps the PMs sell the stocks of
companies whose fundamentals are no longer attractively priced.

The PMs evaluate each company's ability to generate earnings over an earnings
cycle, not just for the next one or two years. The PMs focus research efforts on
determining the normalized earnings and earnings growth of a company, from which
they determine if the company's current price fully reflects its long-term
value.

PRINCIPAL RISKS

An investment in the Fund may be subject to many of the same risks as a direct
invest-ment in real estate. This is due to the fact that the value of the Fund's
investments may be affected by the value of the real estate owned by the
companies in which it invests. These risks include changes in economic
conditions, interest rates, property values, property tax increases,
overbuilding and increased competition, environmental contamination, zoning and
natural disasters.

Because the Fund concentrates its investments in real estate securities, it
may be subject to greater risks and market fluctuations than a fund representing
a broader range of indus-tries. In addition, market performance tends to be
cyclical and, in the various cycles, certain investment styles may fall in and
out of favor. If the market is not favoring the Fund's style, its gains may not
be as big as, or its losses may be bigger than, other equity funds using
different investment styles.

- ------
23

To the extent the Fund invests in mortgage REITs, it will be subject to credit
risk and interest rate risk with respect to the loans made by the REITs in which
it invests. Credit risk is the risk that the borrower will not be able to make
interest and principal payments on the loan to the REIT when they are due.
Interest rate risk is the risk that a change in the prevailing interest rate
will cause the value of the loan portfolio held by the REIT to rise or fall.
Generally, when interest rates rise, the value of the loan portfolio will
decline. The opposite is true when interest rates decline. The degree to which
interest rate changes affect the Fund's performance varies and is related to the
specific characteristics of the loan portfolios of the mortgage REITs in which
the Fund invests.

The Fund is classified as nondiversified. Because it is nondiversified, it may
hold large positions in a small number of securities. To the extent it maintains
such positions, the price change in any one of those securities may have a
greater impact on the Fund's share price than if it were diversified.

Although the PMs intend to invest the Fund's assets primarily in U.S.
securities, the Fund may invest in foreign securities. Foreign investment
involves additional risks, including fluctuations in currency exchange rates,
less stable political and economic structures, reduced availability of public
information, and lack of uniform financial reporting and regulatory practices
similar to those that apply in the United States. These factors make investing
in foreign securities generally riskier than investing in U.S. securities.

The value of the Fund's shares depends on the value of the stocks and other
securities it owns. The value of the individual securities the Fund owns will go
up and down depending on the performance of the companies that issued them,
general market and economic conditions and investor confidence.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the Fund.

REASONS FOR THE PROPOSED CHANGE

As of December 31, 2006, approximately 91.4% of the Fund's investments was
invested in REITs. The structure of REITs requires that a REIT distribute
substantially all its taxable income to shareholders in order to retain REIT
status. Because of these distributions, REITs must frequently revisit the
capital markets seeking the cash needed to fund their capital growth. REIT
investments have generally been viewed as income generating investments, because
of their inability to grow capital internally.

However, over the past few years, the real estate market has experienced a
high level of capital growth. As a result, Real Estate has experienced a
similarly high level of appreciation of the assets in its portfolio, including
its REIT investments. During this time period, much of the gains recorded by
the Fund have been a result of capital appreciation of portfolio assets
(including REITs) as opposed to income generated from REIT or other investments.

However, it is not possible to predict with any certainty how long this trend
will continue. In the event that the real estate market does not continue to
appreciate at its current rate, or begins to depreciate, it may negatively
impact the Fund if it continues to emphasize capital appreciation over the
production of current income. The new investment objective, if approved, would
permit the Fund's PMs to seek a total return through the appropriate combination
of capital appreciation and current income, as dictated by then-existing market
conditions. The Fund's Advisor, Subadvisor and Directors believe that this
approach is more flexible and is a better reflection of the type of return an
investor in a real estate mutual fund should expect, given the income producing
nature of REITs in which the Fund primarily invests.

SHAREHOLDER APPROVAL

Proposal 3, the approval of the modified Real Estate investment objective, must
be approved in accordance with Section 13(a)(3) of the 1940 Act, which requires
the approval of the lesser of (i) more than 50% of the outstanding shares of the
Fund or (ii) 67% or more of the shares of the Fund present or represented by
proxy at the Meeting if more than 50% of such shares are present or represented
by proxy.

THE DIRECTORS OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. RECOMMEND
THAT THE SHAREHOLDERS OF REAL ESTATE VOTE TO APPROVE THE AMENDMENT TO
THE INVESTMENT OBJECTIVE.

- ------
24

PROPOSAL 4

APPROVAL OF A NEW SUBADVISORY AGREEMENT FOR EQUITY INDEX

OVERVIEW AND RELATED INFORMATION

The current subadvisor for Equity Index, Barclay's Global Fund Advisors
("Barclays"), recently informed the Advisor that in light of Barclays' current
business model, Barclays is not interested in continuing to provide subadvisory
services to Equity Index. Barclays currently serves as subadvisor to Equity
Index pursuant to a subadvisory contract between Barclays and the Advisor dated
January 29, 1999 (the "Old Subadvisory Agreement"). The Old Subadvisory
Agreement was approved by the initial shareholder of Equity Index on February
25, 1999.

Upon notification by Barclays of its decision to discontinue providing
subadvisory services to Equity Index, the Advisor formed a committee (the
"Committee") to solicit bids for a replacement subadvisor to Equity Index. The
Committee issued a formal Request for Proposal to four potential subadvisors,
including Northern Trust Investments, N.A. ("Northern Trust"). After receiving
responses from the four subadvisors, the Committee invited Northern Trust and
one other finalist to make in-person presentations. The Advisor also submitted
subadvisory contract proposals to the two finalists. After careful
consideration, the Board voted to approve, and recommends to Shareholders, the
new subadvisory agreement ("New Subadvisory Agreement") between Northern Trust
and the Advisor.

INFORMATION REGARDING THE CURRENT SUBADVISOR AND THE PROPOSED SUBADVISOR

Barclays, located at 45 Fremont St., San Francisco, California 94105, is
wholly owned by Barclays Global Investors, N.A. Barclays Global Investors, N.A.
is a majority owned subsidiary of Barclays Bank PLC. Pursuant to the Old
Subadvisory Agreement, Barclays was paid $210,581 from the Advisor for the
fiscal year ended March 31, 2007. The following table lists the names,
positions, and principal occupations of the Barclays directors and principal
executive officers:

NAME POSITION WITH BARCLAYS PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Blake R. Chairman and Chief Chairman of the Board,
Grossman Executive Officer Chief Executive Officer --
Barclays Global Fund Advisors
- --------------------------------------------------------------------------------
Rohit Director
Bhagat
- --------------------------------------------------------------------------------
Lee Director
Kranefuss
- --------------------------------------------------------------------------------

The address of the Barclays directors and principal executive officer is 45
Fremont St., San Francisco, California 94105.

Northern Trust is a wholly-owned subsidiary of The Northern Trust Company, an
Illinois state chartered bank. The Northern Trust Company, in turn, is a
wholly-owned subsidiary of Northern Trust Corporation, a multi-bank holding
company that delivers trust, investment and banking services to individuals,
corporations and institutions. Northern Trust Corporation is a public company
headquartered in the United States at 50 South LaSalle Street, Chicago, Illinois
60603 and trades on the NASDAQ under the ticker symbol NTRS. Northern Trust
Corporation is the ultimate parent of Northern Trust. As of September 30, 2006,
Northern Trust employees, retirees and directors beneficially owned
approximately 17% of the Corporation's common stock.

The following table lists the names, positions, and principal occupations of the
Northern Trust directors and principal executive officers:

NAME AND POSITION WITH PRINCIPAL
ADDRESS NORTHERN TRUST OCCUPATION
- --------------------------------------------------------------------------------
Orie L. Executive Vice President & Chief Investment Officer --
Dudley, Jr. Chief Investment Officer, oversees Portfolio
Northern Trust Corporation Management Activities.
- --------------------------------------------------------------------------------
Mark Senior Vice President, The Chief Operating Officer
Gossett, Northern Trust Company for Northern Trust Global
CFA Investments
- --------------------------------------------------------------------------------
William Chairman, President & CEO, Chairman, President & CEO,
Huffman, Jr., Northern Trust Global Advisors Northern Trust Global Advisors
CPA
- --------------------------------------------------------------------------------
Lyle Executive Vice President, The Managing Director, Institutional
Logan Northern Trust Company Sales and Client Servicing
for Northern Trust Global
Investments
- --------------------------------------------------------------------------------
Duane Senior Vice President, The Senior Vice President and
Rocheleau Northern Trust Company Managing Director with
Northern Trust Global
Investments
- --------------------------------------------------------------------------------
Terence Executive Vice President, President of Northern Trust
J. Toth Northern Trust Corporation Global Investments
- --------------------------------------------------------------------------------
Mark Van Senior Vice President, The Head, Global Securities
Grinsven Northern Trust Company Lending
- --------------------------------------------------------------------------------
Michael Chairman, President & CEO, Chairman, President & CEO,
A. Vardas, Northern Trust Global Advisors Northern Trust Quantitative
CFA Management
- --------------------------------------------------------------------------------
Lloyd A. Executive Vice President, The President, Northern Trust
Wennlund Northern Trust Company Securities, Inc., President,
Northern Funds and Northern
Institutional Funds. Head of
Product Management, Northern
Trust Global Investments
- --------------------------------------------------------------------------------

The address of the Northern Trust directors and principal executive officers is
50 South LaSalle St., Chicago, IL 60675.

- ------
25

COMPARISON OF THE CURRENT SUBADVISORY AGREEMENT AND THE NEW SUBADVISORY
AGREEMENT

The Directors of American Century Capital Portfolios, Inc. approved the New
Subadvisory Agreement at a meeting held on November 29, 2006. The terms of the
New Subadvisory Agreement are generally similar to those found in the Old
Subadvisory Agreement. If approved, the New Subadvisory Agreement will continue
in effect until July 31, 2009 and thereafter so long as such continuance is
approved at least annually by the Board or by a vote of a majority of Equity
Index's outstanding voting shares, provided that in either event the
continuance is approved by a majority of the Board who are not "interested
persons," as that term is defined in the 1940 Act, of any party to the
New Subadvisory Agreement. For a complete understanding of the New
Subadvisory Agreement, please refer to the form of New Subadvisory Agreement
provided in Exhibit D. The following paragraphs briefly discuss some important
provisions contained in the New Subadvisory Agreement.

ADVISORY SERVICES

The services provided by Northern Trust to Equity Index under the New
Subadvisory Agreement will be substantially similar to those previously provided
by Barclays under the Old Subadvisory Agreement. Both agreements provide that
the subadvisor will: (i) make investment decisions for Equity Index in
accordance with its investment objective and policies as stated in its
prospectus and statement of additional information and with such written
guidelines as the Advisor may provide to the subadvisor; (ii) place purchase and
sale orders on behalf of Equity Index; (iii) maintain books and records with
respect to the securities transactions of Equity Index; and (iv) furnish the
Board such regular and special reports with respect to the Fund as the Board may
reasonably request. The subadvisor will also supervise the Fund's investments
and conduct a continual program of investment, evaluation and if appropriate,
sale and reinvestment of the Funds' assets.

EXPENSES

The provisions of the New Subadvisory Agreement regarding expenses are
substantially similar to those of the Old Subadvisory Agreement. Under both
agreements, the subadvisor agrees to pay its organizational, operational and
business expenses but is not obligated to pay any expenses of the Advisor or
expenses of Equity Index such as brokerage fees, commissions in connection with
the execution of securities transactions, taxes, interest and custodian fees and
expenses.

COMPENSATION

The fees to be paid to Northern Trust under the New Subadvisory Agreement are
lower than the fees paid to Barclays under the Old Subadvisory Agreement.
Northern Trust will receive a fee equal to two basis points (0.02%) on the first
$500,000,000 of assets in the fund, and one basis point (0.01%) on all amounts
in excess of $500,000,000 under the New Subadvisory Agreement. Barclays receives
a fee equal to five basis points (0.05%) on the first $200,000,000 of assets in
the Fund, two basis points (0.02%) on the next $300,000,000 and one basis point
(0.01%) on any amount in excess of $500,000,000 under the Old Subadvisory
Agreement. The fees will continue to be paid by the Advisor out of the
management fee it receives from Equity Index. Under the terms of the New
Subadvisory Agreement, the Advisor will pay Northern Trust a management fee
payable monthly in arrears on the first business day of each month.

LIABILITY OF NORTHERN TRUST

The New Subadvisory Agreement provides that Northern Trust will not be liable to
Equity Index for any loss due solely to a mistake of investment judgment.
However, Northern Trust will be liable for any loss which is incurred by reason
of an act or omission of its employee, partner, director or affiliate, if such
act or omission involves a willful misfeasance, bad faith or gross negligence,
or breach of its duties or obligations whether such duties are express or
implied.

ADDITIONAL INFORMATION ABOUT NORTHERN TRUST

In addition to serving as the investment subadvisor to Equity Index, Northern
Trust also serves as subadvisor to the following mutual funds having similar
investment objectives to Equity Index:

- ------
26

ASSETS UNDER
MANAGEMENT
FUND NAME (As Of 12/31/06) NORTHERN TRUST'S RATE OF COMPENSATION
- --------------------------------------------------------------------------------
DWS S&P 500 $2,616 million First $2 Billion, 2 basis points
Index Fund (0.02%); next $1.5 Billion, 1 basis
point (0.01%); balance, 0.5 basis point
(0.005%)
- --------------------------------------------------------------------------------
Guidestone $561 million First $100 million, 4 basis points
Equity Index (0.04%); next $250 million, 2 basis
Fund points (0.02%); balance, 0.5 basis
point (0.005%)
- --------------------------------------------------------------------------------
MassMutual $2,259 million First $1 Billion, 1 basis point (0.01%);
Select Indexed balance, 0.75 basis points (0.0075%)
Equity Fund
- --------------------------------------------------------------------------------
RSI Retirement $59 million First $25 million, 16 basis points
Trust Core (0.16%); next $25 million, 10 basis
Equity Fund points (0.10%); next $50 million, 6
basis points (0.06%); balance, 4 basis
points (0.04%)
- --------------------------------------------------------------------------------
USAA S&P 500 $3,200 million First $1.5 Billion, 2 basis points
Index Fund (0.02%); next $1.5 Billion, 1 basis
point (0.01%); balance, 0.5 basis point
(0.005%)
- --------------------------------------------------------------------------------

In connection w providing investment subadvisory services to the funds listed
above, Northern Trust has not waived or reduced its fees below the amounts
specified in Northern Trust's investment subadvisory contracts with these
parties.

BASIS FOR THE BOARD'S APPROVAL OF THE NEW SUBADVISORY AGREEMENT

The Request for Proposal contained 52 questions on key topics including: firm
experience in "indexing," portfolio manager experience, portfolio analyst
experience, research and trading practices, investment process, portfolio
construction, portfolio risk management, portfolio managers' compensation and
operational controls which included such issues as daily valuation, cash
management, and investment accounting systems and processes. A summary of
Northern Trust's responses to the Request for Proposal was reviewed with the
Board.

At its meeting held on November 29, 2006, the Board, including the Independent
Directors, considered and approved Northern Trust as the new subadvisor for
Equity Index. In approving Northern Trust, the Board considered the following
criteria relevant to Northern Trust: a strong track record of performance in
both historical tracking error and raw performance numbers compared to the S&P
500, the breadth of experience in index fund management, sizable subadvisory
relationships with companies subject to the 1940 Act, a commitment to index
business evidenced by a lack of forays into the Exchange Traded Funds business,
diligent investment process and extremely positive reference calls with other
mutual fund companies for whom Northern Trust currently serves as subadvisor.
The Board also considered that Northern Trust did not present any concerns with
respect to complying with American Century's stringent requirements for trading
practices and soft dollar arrangements.

The Board also compared the services, and potential costs of the services, to be
rendered and amounts to be paid under the New Subadvisory Agreement. The Board
determined that the fees charged by Northern Trust were reasonable.

The fees to be paid to Northern Trust will be paid by the Advisor out of its
unified fee and not by Fund shareholders. The Fund has a stepped fee that
decreases as Fund assets grow and its breakpoint is achieved. Currently,
shareholders benefit from the Fund's size as it has achieved its breakpoint.
Since the Advisor will pay Northern Trust out of its unified fee, shareholders
will not be affected by any breakpoints in Northern Trust's fee schedule.

After considering all information presented, and while no single factor was
determinative, the Board, including the Independent Directors, unanimously
approved the New Subadvisory Agreement and determined to recommend that
shareholders of Equity Index approve the New Subadvisory Agreement.

SHAREHOLDER APPROVAL

Proposal 4, the approval of the New Subadvisory Agreement, must be approved in
accordance with Section 15(a) of the 1940 Act, which requires the approval of
the lesser of (i) more than 50% of the outstanding shares of the Fund or (ii)
67% or more of the shares of the Fund present or represented by proxy at the
Meeting if more than 50% of such shares are present or represented by proxy.

THE DIRECTORS OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. RECOMMEND THAT THE
SHAREHOLDERS OF EQUITY INDEX VOTE TO APPROVE THE NEW SUBADVISORY AGREEMENT.

- ------
27

OTHER INFORMATION

MEETINGS OF SHAREHOLDERS

The Funds are not required to hold annual shareholder meetings, unless required
to do so in order to elect directors and for such other purposes as may be
prescribed by law or the Funds' Articles of Incorporation. Special meetings of
the shareholders may be called by the Directors for the purpose of taking action
upon any other matter deemed by the directors to be necessary or desirable. A
meeting of the shareholders may be held at any place designated by the
Directors. Written notice of any meeting is required to be given by the
directors.

This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Boards (including, with respect to Proposal 1, the Nominees to
the Boards). Proxies may be solicited by officers of the Funds and the Advisor,
as well as their affiliates, employees and agents. In addition, financial
intermediaries may solicit the proxy of the beneficial owners of the shares. It
is anticipated that the solicitation of proxies will be primarily by mail,
internet, telephone, facsimile or personal interview. Shareholders who
communicate proxies by telephone or by other electronic means have the same
power and authority to issue, revoke or otherwise change their voting
instructions as shareholders submitting proxies in written form. Telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud. The Advisor or an affiliate thereof may reimburse banks, brokers and
others for their reasonable expenses in forwarding proxy solicitation materials
to beneficial owners of Fund shares, and may reimburse certain officers or
employees that it may employ for their reasonable expenses in assisting in the
solicitation of proxies from such beneficial owners. The expenses associated
with the Proposals of this Proxy Statement will be paid by American Century.
Such expenses include: (a) expenses associated with the preparation and filing
of this Proxy Statement; (b) postage; (c) printing; (d) accounting fees; (e)
legal fees incurred in the preparation of the Proxy Statement; (f) solicitation
costs; and (g) other related administrative or operational costs.

American Century Services, LLC, the transfer agent and administrator of the
Funds, has entered into a contract with ADP Investor Communication Services,
Inc. ("ADP") pursuant to which ADP will provide certain project management,
telephone solicitation, and internet and telephonic voting services in addition
to providing for the printing and mailing of the proxy statement. The fees to be
paid to ADP by American Century Services, LLC under the contract are estimated
to be $5.6 million in the aggregate.

DATE, TIME AND PLACE OF MEETING

The Meeting will be held on June 27, 2007 at the principal executive offices of
American Century, 4500 Main Street, Kansas City, Missouri 64111, at 10:00 a.m.,
Central Time.

USE AND REVOCATION OF PROXIES

A shareholder executing and returning a proxy has the power to revoke it at any
time prior to its exercise by executing a superseding proxy (i.e., a later-dated
and signed proxy), by submitting a notice of revocation to the Secretary of the
Funds or by subsequently registering his or her vote by telephone or over the
Internet. In addition, although mere attendance at the Meeting will not revoke a
proxy, a shareholder of record present at the Meeting may withdraw his or her
proxy and vote in person. All shares represented by properly executed proxies
received at or prior to the Meeting, unless such proxies previously have been
revoked, will be voted at the Meeting in accordance with the directions on the
proxies. If no direction is indicated on a properly executed proxy, such shares
will be voted "FOR" approval of the Proposal(s). It is not anticipated that any
matters other than the approval of the Proposals will be brought before the
Meeting. If, however, any other business properly is brought before the Meeting,
proxies will be voted in accordance with the judgment of the persons designated
on such proxies.

VOTING RIGHTS AND REQUIRED VOTES

A quorum of shareholders is necessary to hold a valid meeting. Shareholders
entitled to vote one-third of the issued and outstanding shares of each Issuer,
Fund or Class must be present in person or by proxy, to constitute a quorum for
purposes of voting on proposals relating to that Issuer, Fund or Class, except
American Century Mutual Funds, Inc. and American Century Variable Portfolios,
Inc. for which a majority of the eligible votes shall constitute a quorum.
Shareholders are entitled to one vote per dollar of net asset value represented
by their shares, with fractional dollars voting proportionally. Shareholders of
each Issuer vote separately on Proposal 1 (Election of Directors). Holders of
Advisor Class shares of the Advisor Funds vote separately on Proposal 2 (Change
in Advisor Class Fee Structure). Only shareholders of Real Estate vote
on Proposal 3 (Change in Investment Objective of the Real Estate Fund) and only
shareholders of Equity Index vote on Proposal 4 (Subadvisory Agreement
with Northern Trust). Approval of Proposal 1 requires the approval of a
plurality of the votes cast in person or by proxy at the Meeting at which a
quorum exists. Approval of Proposals 2, 3, and 4 requires the approval of the
lesser of (i) more than 50% of the outstanding shares of the applicable Fund or
Class or (ii) 67% or more of the shares of that Fund or Class present or
represented by proxy at the Meeting if more than 50% of such shares are present
or represented by proxy. Broker-dealer firms holding shares of any of the Funds
in "street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares before
the Meeting. Each Issuer, Fund, or Class will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation of
the total number of shares present for purposes

- ------
28

of determining whether the necessary quorum of shareholders exists.
Properly executed proxies that are returned but that are marked "abstain" or
with respect to which a broker-dealer has declined to vote on any proposal
("broker non-votes") will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of the
proposals. In the event that a quorum is not present or in the event that a
quorum is present but sufficient votes in favor of a Proposal have not been
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies as to any Proposal without
further notice other than by announcement at the Meeting. Any adjournment of the
Meeting for the further solicitation of proxies for a Proposal will require the
affirmative vote of a majority of the total number of shares entitled to vote on
the Proposal that are present in person or by proxy at the Meeting to be
adjourned. However, if the Meeting is adjourned for more than ninety days, then
the Funds are required to send a new notice to shareholders.

OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS

Only holders of record of shares of the Issuers at the close of business on
April 13, 2007 (the "Record Date") are entitled to vote on Proposal 1 at the
Meeting or any adjournment thereof. The following chart sets forth the number of
shares of each Issuer issued and outstanding and the number of votes entitled to
be cast as of the close of business on March 15, 2007.

NUMBER
OF VOTES
ENTITLED TO
SHARE OUTSTANDING BE CAST ($1
ISSUER CLASS SHARES EQUALS 1 VOTE)
- --------------------------------------------------------------------------------
American Century All 148,913,786 1,796,256,480
Asset Allocation classes
Portfolios, Inc.
- --------------------------------------------------------------------------------
American Century All 2,056,937,294 18,312,294,764
Capital classes
Portfolios, Inc.
- --------------------------------------------------------------------------------
American Century All 2,789,526 30,149,729
Growth Funds, Inc. classes
- --------------------------------------------------------------------------------
American Century All 1,230,357,991 26,202,227,269
Mutual Funds, Inc. classes
- --------------------------------------------------------------------------------
American Century All 580,849,236 4,076,402,887
Strategic Asset classes
Allocations, Inc.
- --------------------------------------------------------------------------------
American Century All 654,285,594 5,633,817,896
Variable classes
Portfolios, Inc.
- --------------------------------------------------------------------------------
American Century All 511,851,869 6,087,723,383
World Mutual classes
Funds, Inc.
- --------------------------------------------------------------------------------

Only holders of record of shares of the Advisor Class of the Advisor Funds at
the close of business on April 13, 2007 (the "Record Date") are entitled to be
cast on Proposal 2 at the Meeting or any adjournment thereof. The following
chart sets forth the number of shares of each Advisor Class of the Advisor Funds
issued and outstanding and the number of votes entitled to be cast as of the
close of business on March 15, 2007.

NUMBER
OF VOTES
ENTITLED
TO BE CAST
SHARE OUTSTANDING ($1 EQUALS
FUND NAME CLASS SHARES 1 VOTE)
- --------------------------------------------------------------------------------
Equity Advisor Class 137,609,118 1,165,604,917
Income
- --------------------------------------------------------------------------------
Large Advisor Class 37,136,137 274,295,980
Company
Value
- --------------------------------------------------------------------------------
Mid Cap Advisor Class 1,525,250 20,037,691
Value
- --------------------------------------------------------------------------------
Real Estate Advisor Class 15,578,384 489,513,332
- --------------------------------------------------------------------------------
Small Cap Advisor Class 43,566,559 425,204,935
Value
- --------------------------------------------------------------------------------
Value Advisor Class 32,993,847 246,767,162
- --------------------------------------------------------------------------------
Legacy Advisor Class 80,881 861,973
Focused
Large Cap
- --------------------------------------------------------------------------------
Legacy Advisor Class 75,274 805,842
Large Cap
- --------------------------------------------------------------------------------
Legacy Advisor Class 64,080 715,070
Multi Cap
- --------------------------------------------------------------------------------
Balanced Advisor Class 941,727 15,541,216
- --------------------------------------------------------------------------------
Capital Value Advisor Class 2,080,730 16,956,069
- --------------------------------------------------------------------------------
Growth Advisor Class 3,904,449 84,436,839
- --------------------------------------------------------------------------------
Heritage Advisor Class 5,507,881 89,818,793
- --------------------------------------------------------------------------------
Select Advisor Class 517,892 18,735,825
- --------------------------------------------------------------------------------
Ultra Advisor Class 11,339,573 297,751,459
- --------------------------------------------------------------------------------
Vista Advisor Class 12,228,184 212,000,355
- --------------------------------------------------------------------------------
Strategic Advisor Class 29,289,777 165,611,717
Allocation:
Conservative
- --------------------------------------------------------------------------------
Strategic Advisor Class 61,280,864 426,425,414
Allocation:
Moderate
- --------------------------------------------------------------------------------
Strategic Advisor Class 39,177,967 323,775,842
Allocation:
Aggressive

- ------
29

Only holders of record of shares of Real Estate at the close of business on
April 13, 2007 (the "Record Date") are entitled to vote on Proposal 3 at the
Meeting or any adjournment thereof. The following chart sets forth the number of
shares of Real Estate issued and outstanding and the number of votes entitled to
be cast as of the close of business on March 15, 2007.

NUMBER OF VOTES
ENTITLED TO BE CAST
FUND NAME SHARE CLASS OUTSTANDING SHARES ($1 EQUALS 1 VOTE)
- --------------------------------------------------------------------------------
Real Estate All classes 78,688,399 2,470,472,684
- --------------------------------------------------------------------------------

Only holders of record of shares of Equity Index at the close of business on
April 13, 2007 (the "Record Date") are entitled to vote on Proposal 4 at the
Meeting or any adjournment thereof. The following chart sets forth the number of
shares of Equity Index issued and outstanding and the number of votes entitled
to be cast as of the close of business on March 15, 2007.

NUMBER OF VOTES
ENTITLED TO BE CAST
FUND NAME SHARE CLASS OUTSTANDING SHARES ($1 EQUALS 1 VOTE)
- --------------------------------------------------------------------------------
Equity Index All classes 184,553,129 1,023,973,961
- --------------------------------------------------------------------------------

Exhibit B to this Proxy Statement lists those persons who, as of March 15, 2007,
owned of record or beneficially 5% or more of the outstanding shares of any
Class of a Fund.

OTHER SERVICE PROVIDERS

American Century Services, LLC, 4500 Main Street, Kansas City, Missouri 64111,
an affiliate of the Advisor, serves as transfer agent and administrator of the
American Century Funds. American Century Investment Services, Inc., 4500 Main
Street, Kansas City, Missouri 64111, an affiliate of the Advisor, serves as
distributor to the American Century Funds.

WHERE TO FIND ADDITIONAL INFORMATION

The Issuers are subject to the informational requirements of the Securities Act
of 1933, the Securities Exchange Act of 1934, and the 1940 Act, and in
accordance therewith file reports and other information with the SEC. Reports,
proxy and information statements, and other information filed by the Issuers, on
behalf of the Funds, can be obtained by calling or writing the Funds and can
also be inspected and copied by the public at the public reference facilities
maintained by the SEC in Washington, DC located at Room 1580, 100 F Street,
N.E., Washington DC 20549. Copies of such material can be obtained at prescribed
rates from the Public Reference Branch, Office of Consumer Affairs and
Information Services, SEC, Washington DC 20549, or obtained electronically from
the EDGAR database on the SEC's website (www.sec.gov).

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

The Issuers are not required, and do not intend, to hold regular annual meetings
of shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a Proxy Statement for the next meeting of shareholders should send
their written proposals to Corporate Secretary, American Century Funds, P.O.
Box 418210, Kansas City, Missouri, 64141-9210, or by e-mail to
corporatesecretary@americancentury.com so that they are received within a
reasonable time before any such meeting.

No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment or postponement of the Meeting, the
persons named on the enclosed proxy card(s) will vote on such matters according
to their best judgment in the interests of the Issuers.

- --------------------------------------------------------------------------------
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD(S)
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------

- ------
30

EXHIBIT A

EQUITY OWNERSHIP OF NOMINEES

AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES
OVERSEEN OR TO BE
OVERSEEN BY NOMINEE
FUND NAME/(DOLLAR IN FAMILY OF
RANGE OF EQUITY INVESTMENT
SECURITIES IN THE FUND)* COMPANIES
- --------------------------------------------------------------------------------
Interested Nominees
- --------------------------------------------------------------------------------
James E. American Century $50,001-$100,000
Stowers, Jr. Mutual Funds, Inc.
Vista ($50,001-$100,000)
- --------------------------------------------------------------------------------
Jonathan American Century Asset More than $100,000
S. Thomas Allocation Portfolios, Inc.
LIVESTRONG 2045
($50,001-$100,000)
American Century
Capital Portfolios, Inc.
Real Estate ($1-$10,000)
American Century
Strategic Asset
Allocations, Inc.
Newton
($50,001-$100,000)
American Century World
Mutual Funds, Inc.
Emerging Markets
($1-$10,000)
International Discovery
($1-$10,000)
Life Sciences ($1-$10,000)
- --------------------------------------------------------------------------------
Independent Nominees
- --------------------------------------------------------------------------------
Thomas American Century More than $100,000
A. Brown Capital Portfolios, Inc.
Equity Income
($10,001-$50,000)
Equity Index
($10,001-$50,000)
Large Company Value
($1-10,000)
Mid Cap Value
($10,001-$50,000)
Real Estate
($10,001-$50,000)
Small Cap Value
($10,001-$50,000)
Value
($50,001-$100,000)
American Century
Mutual Funds, Inc.
Balanced
($10,001-$50,000)
Capital Value
($1-$10,000)
Focused Growth
($1-$10,000)
Growth
($10,001-$50,000)
Heritage ($1-$10,000)
New Opportunities
($10,001-$50,000)
Select ($10,001-$50,000)
Ultra ($10,001-$50,000)
Veedot ($10,001-$50,000)
Vista ($10,001-$50,000)
American Century
World Mutual Funds, Inc.
Emerging Markets
($10,001-$50,000)
Global Growth
($10,001-$50,000)
International Discovery
($10,001-$50,000)
International Growth
($10,001-$50,000)
International Stock
($1-10,000)
Life Sciences ($1-10,000)
Technology ($1-10,000)
American Century
Strategic Asset
Allocation, Inc.
Strategic Allocation:
Conservative
(More than $100,000)
Strategic Allocation:
Moderate ($1-$10,000)
Strategic Allocation:
Aggressive
($10,001-$50,000)
American Century
Growth Funds, Inc.
Legacy Focused Large
Cap ($1-$10,000)
Legacy Large Cap
($1-$10,000)
Legacy Multi Cap
($1-$10,000)
- --------------------------------------------------------------------------------

*NOTE - FUNDS NOT LISTED ARE FUNDS IN WHICH NO SECURITIES ARE OWNED BY THE
NOMINEES.

- ------
A-1

AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES
OVERSEEN OR TO BE
OVERSEEN BY NOMINEE
FUND NAME/(DOLLAR IN FAMILY OF
RANGE OF EQUITY INVESTMENT
SECURITIES IN THE FUND)* COMPANIES
- --------------------------------------------------------------------------------
Interested Nominees
- --------------------------------------------------------------------------------
Andrea American Century More than $100,000
C. Hall Capital Portfolios, Inc.
Equity Income
(More than $100,000)
Value ($10,001-$50,000)
American Century
Mutual Funds, Inc.
Balanced
($10,001-$50,000)
New Opportunities
($10,001-$50,000)
Vista
(More than $100,000)
American Century
World Mutual Funds, Inc.
International Discovery
($10,001-$50,000)
International Growth
($50,001-$100,000)
- --------------------------------------------------------------------------------
James A. American Century $50,001-$100,000
Olson Mutual Funds, Inc.
Vista ($10,001-$50,000)
American Century
World Mutual Funds, Inc.
International Growth
($10,001-$50,000)
- --------------------------------------------------------------------------------
Donald H. American Century More than $100,000
Pratt Capital Portfolios, Inc.
Real Estate
(More than $100,000)
Value
($50,001-$100,000)
American Century
Mutual Funds, Inc.
Heritage
($10,001-$50,000)
New Opportunities
($10,001-$50,000)
Veedot
($10,001-$50,000)
American Century
World Mutual Funds, Inc.
Emerging Markets
($10,001-$50,000)
International Discovery
($10,001-$50,000)
Technology
($10,001-$50,000)
- --------------------------------------------------------------------------------
Gale E. American Century More than $100,000
Sayers Mutual Funds, Inc.
Balanced
($10,001-$50,000)
Select
(More than $100,000)
- --------------------------------------------------------------------------------
M. Jeannine American Century More than $100,000
Strandjord Capital Portfolios, Inc.
Real Estate
($50,001-$100,000)
Value
(More than $100,000)
American Century
Mutual Funds, Inc.
Giftrust ($1-$10,000)
American Century
World Mutual Funds, Inc.
Emerging Markets
($50,001-100,000)
International Discovery
(More than $100,000)
- --------------------------------------------------------------------------------
Timothy S. Webster American Century More than $100,000
Capital Portfolios, Inc.
Equity Income
($10,001-$50,000)
Mid Cap Value
($10,001-$50,000)
Small Cap Value
($10,001-$50,000)
American Century
Growth Funds, Inc.
Legacy Focused Large
Cap ($10,001-$50,000)
Legacy Large Cap
($1-$10,000)
Legacy Multi Cap
($10,001-$50,000)
American Century
Mutual Funds, Inc.
Capital Value
($10,001-$50,000)
Heritage
($10,001-$50,000)
New Opportunities
($10,001-$50,000)
Ultra ($50,001-$100,000)
Veedot
(More than $100,000)
Vista ($50,001-$100,000)
American Century
Strategic Asset
Allocations, Inc.
Newton
($10,001-$50,000)
American Century
World Mutual Funds, Inc.
Emerging Markets
($50,001-$100,000)
Global Growth
($10,001-$50,000)
International Discovery
(More than $100,000)
- --------------------------------------------------------------------------------

*NOTE - FUNDS NOT LISTED ARE FUNDS IN WHICH NO SECURITIES ARE OWNED BY THE
NOMINEES.

- ------
A-2

EXHIBIT B

SIGNIFICANT SHAREHOLDERS

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.

Trustees of Hapag-Lloyd 24% 0%
America Inc Svgs Inv
Plan & Trust
Piscataway, New Jersey

JPMorgan Chase Bank Trustee 21% 0%
Kearfott Guidance &
Navigation Corp.
Deferred Savings Plan
Kansas City, Missouri

JPMorgan Chase 15% 0%
Bank Trustee
FBO United Business
Media 401K Plan
Kansas City, Missouri

Trustees of American Century 5% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
Luke Scamardo, II, MD, C.H. 50% 0%
Prihoda, Jr, MD, Pollachi
Selvakumarraj, MD
FBO Navasota Medical
Center 401K Plan
Navasota, Texas

MG Trust Company 21% 0%
as Agent for Frontier
Trust Co as TR
Waldorf Tire Center Inc
401K Pl
Fargo, North Dakota

American Century Investment 11% 11%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
Ohio National Life 44% 0%
Insurance Co.
For Benefit of
Separate Accounts
Cincinnati, Ohio

James B. Anderson TR 18% 0%
American Chamber of
Commerce Execut &
Restated 401K Plan & Trust
Springfield, Missouri

Charles Schwab & Co. Inc. 10% 0%
San Francisco, California

Saxon & Co 8% 0%
Philadelphia, Pennsylvania

James B. Anderson 7% 0%
TR American Chamber
of Commerce
Execut Restated MPP
Plan Trust
Springfield, Missouri
- --------------------------------------------------------------------------------

(1) IF SHARES ARE REGISTERED IN AN INDIVIDUAL'S NAME OR IN THE NAME OF AN
INTERMEDIARY FOR THE BENEFIT OF A NAMED PARTY, WE REPORT THESE SHARES AS
BEING BENEFICIALLY OWNED. OTHERWISE, AMERICAN CENTURY HAS NO INFORMATION
CONCERNING BENEFICIAL OWNERSHIP OF FUND SHARES.

- ------
B-1

JPMorgan Chase Bank Trustee 26% 0%
Taylor Companies 401K
and Profit Sharing Plans
Kansas City, Missouri

Trustees of American Century 16% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri

JPMorgan Chase Bank Trustee 14% 0%
Kearfott Guidance &
Navigation Corp Deferred
Savings Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
MG Trust Company TR 79% 0%
Bopp-Busch Manufacturing
Co. Profit Sharing
Denver, Colorado
- --------------------------------------------------------------------------------
Advisor Class
Ohio National Life Insurance Co. 49% 0%
For Benefit of
Separate Accounts
Cincinnati, Ohio

James B. Anderson TR 26% 0%
American Chamber of
Commerce Execut
& Restated 401K Plan & Trust
Springfield, Missouri

GPC Securities Inc. as Agent 9% 0%
for JPMorgan Chase Bank
FBO Standard Process Inc.
PS & Pension
Atlanta, Georgia
- --------------------------------------------------------------------------------
LIVESTRONG 2025 Portfolio
- --------------------------------------------------------------------------------
Investor Class
The Chase Manhattan 9% 0%
Bank NA TR
Hitachi Employee
401K Ret Plan Trust
New York, New York

JPMorgan Chase as Trustee 8% 0%
FBO Key Energy Services
401K Savings & Retirement PL
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-2

Trustees of American Century 19% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri

Trustees of Hapag-Lloyd 14% 0%
America Inc
Svgs Inv Plan & Trust
Piscataway, New Jersey
- --------------------------------------------------------------------------------
R Class
MG Trust Company Cust FBO 16% 0%
Chad Eakin Concrete
401K Profit Sharing
Denver, Colorado

401K RPSA Newark 16% 0%
Dental Associates PA 401(K)
Jeffrey J. Stout
Landenberg, Pennsylvania

MG Trust Company as 10% 0%
Agent for Frontier Trust Co
as TR Claymore C. Sieck 401K
Fargo, North Dakota

MG Trust Company Cust FBO 7% 0%
Medical Diagnostic
Laboratory Inc.
Denver, Colorado

MG Trust Company Cust 7% 0%
FBO Vista West Engineering
LLC SAFE HA
Denver, Colorado

MG Trust Company Cust 5% 0%
FBO Alternative Business
Furniture 401
Denver, Colorado
- --------------------------------------------------------------------------------
Advisor Class
Ohio National Life 63% 0%
Insurance Co.
For Benefit of Separate
Accounts
Cincinnati, Ohio

James B. Anderson TR 17% 0%
American Chamber or
Commerce Execut &
Restated 401K Plan & Trust
Springfield, Missouri
- --------------------------------------------------------------------------------
LIVESTRONG 2035 Portfolio
- --------------------------------------------------------------------------------
Investor Class
The Chase Manhattan 12% 0%
Bank NA TR
Hitachi Employee 401K
Ret Plan Trust
New York, New York
- --------------------------------------------------------------------------------

- ------
B-3

JPMorgan Chase 16% 0%
Bank Trustee
FBO United Business
Media 401K Plan
Kansas City, Missouri

JPMorgan Chase Bank Trustee 12% 0%
Taylor Companies 401K
and Profit Sharing Plans
Kansas City, Missouri

Trustees of Hapag-Lloyd 12% 0%
America Inc Svgs Inv
Plan & Trust
Piscataway, New Jersey

JPMorgan Chase 9% 0%
Bank Trustee
Kearfott Guidance
& Navigation Corp.
Deferred Savings Plan
Kansas City, Missouri

JPMorgan Chase TR 7% 0%
American Century Executive
Def Comp Plan Trust
Kansas City, Missouri

M L P F & S 6% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
Patterson & Co FBO 16% 0%
Greenwood Mills Thrift Plan
Charlotte, North Carolina

MG Trust Company 14% 0%
as Agent for
Frontier Trust Co as TR
Claymore C Sieck 401K
Fargo, North Dakota

MG Trust Company Cust FBO 8% 0%
Alternative Business
Furniture 401K
Denver, Colorado

MG Trust Company TR 7% 0%
Trachte Channelframe
Buildings 401
Denver, Colorado

MG Trust Company 7% 0%
as Agent for Frontier
Trust Co as TR
E&E 401K & Profit
Sharing Plan
Fargo, North Dakota

M L P F & S 5% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
Advisor Class
Ohio National Life 57% 0%
Insurance Co.
For Benefit of
Separate Accounts
Cincinnati, Ohio

James B. Anderson TR 19% 0%
American Chamber of
Commerce Execut
& Restated 401K Plan & Trust
Springfield, Missouri
- --------------------------------------------------------------------------------

- ------
B-4

JPMorgan Chase as Trustee 7% 0%
FBO Key Energy Services
401K Savings & Retirement PL
Kansas City, Missouri
- --------------------------------------------------------------------------------
Institutional Class
JPMorgan Chase Bank Trustee 34% 0%
Taylor Companies 401K
and Profit Sharing Plans
Kansas City, Missouri

Trustees of American 28% 0%
Century P/S
& 401K Savings Plan & Trust
Kansas City, Missouri

JP Morgan Chase 23% 0%
Bank Trustee
Kearfott Guidance
& Navigation Corp
Deferred Savings Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
M L P F & S 36% 0%
Jacksonville, Florida

MG Trust Company TR 11% 0%
Bopp-Busch Manufacturing Co.
Denver, Colorado

Eric Wootom FBO 8% 0%
EMS Plumbing Heating AC Inc.
Safe Harbor 401K Plan
Ridgeland, Mississippi

MG Trust Company Cust FBO 7% 0%
Vista West Engineering LLC
Safe Harbor
Denver, Colorado

MG Trust Company as Agent 5% 0%
for Frontier Trust Co as TR
The Wall Street
Group Inc. 401K P
Fargo, North Dakota
- --------------------------------------------------------------------------------
Advisor Class
Ohio National Life 54% 0%
Insurance Co.
For Benefit of Separate
Accounts
Cincinnati, Ohio

GPC Securities Inc. 26% 0%
For JP Morgan
Chase Bank FBO
Beechmont Press Profit
Sharing & Thrift Plan
Atlanta, Georgia

James B. Anderson TR 12% 0%
American Chamber
of Commerce
Execut & Restated
401K Plan & Trust
Springfield, Missouri
- --------------------------------------------------------------------------------

- ------
B-5

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
FUND/ SHARES OWNED SHARES OWNED
CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
- --------------------------------------------------------------------------------
One Choice Portfolio: Very Conservative
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
One Choice Portfolio: Conservative
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
One Choice Portfolio: Moderate
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
One Choice Portfolio: Aggressive
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
One Choice Portfolio: Very Aggressive
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

National Financial 9% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Institutional Class
Fidelity FIIOC TR 27% 0%
FBO Certain Employee
Benefit Plans
c/o Fidelity Investments
Covington, Kentucky

Charles Schwab & Co. Inc. 11% 0%
San Francisco, California

JP Morgan Chase TR 9% 0%
Ericsson Capital
Accumulation and Savings Plan
Kansas City, Missouri

UBATCO & Co. 9% 0%
FBO College Savings Plan
Lincoln, Nebraska

National Financial 8% 0%
Services LLC
New York, New York

Dingle & Co. 5% 0%
c/o Comerica Bank
Detroit, Michigan
- --------------------------------------------------------------------------------

- ------
B-6

Hartford Life Ins. Co. 23% 0%
Hartford, Connecticut

ING National Trust 13% 0%
Hartford, Connecticut

Symetra Investment Services 10% 0%
Seattle, Washington
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 43% 0%
San Francisco, California

Delaware Charter 6% 0%
Guarantee & Trust
FBO Principal Financial Group
Des Moines, Iowa
- --------------------------------------------------------------------------------
Equity Index
- --------------------------------------------------------------------------------
Investor Class
Pershing LLC 11% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------
Institutional Class
JPMorgan Chase 12% 0%
Bank Trustee
Texas Health Retirement
Program
Kansas City, Missouri

Northwestern Mutual Life 12% 0%
Milwaukee, Wisconsin

JPMorgan Chase Bank TR 7% 0%
Newell Rubbermaid 401k
Savings Plan and Trust
Kansas City, Missouri

JP Morgan Chase & Co TTEE 6% 0%
Perot Systems Corp
Retirement Saving Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
Large Company Value
- --------------------------------------------------------------------------------
Investor Class
Fidelity FIIOC TR 18% 0%
FBO Certain Employee
Benefit Plans
c/o Fidelity Investments
Covington, Kentucky

Saxon & Co. 6% 0%
Philadelphia, Pennsylvania

JP Morgan Chase 5% 0%
Bank Trustee
FBO Coca-Cola
Enterprises, Inc.
Matched Empl Svgs &
Investment Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-7

JPMorgan Chase 12% 0%
Bank Trustee
FBO Toro Co. Investment
Savings & Employee Stock
Ownership Plan
Kansas City, Missouri

Mercer Trust Co TR 9% 0%
FBO Kinder Morgan Inc.
Savings Plan
Norwood, Massachusetts

JPMorgan Chase 7% 0%
Bank Trustee
Taylor Companies 401k
and Profit Sharing Plans
Kansas City, Missouri

JPMorgan Chase as Trustee 7% 0%
FBO HP Hood LLC
Retirement Savings Plan
Kansas City, Missouri

JP Morgan Chase 6% 0%
Bank Trustee
FBO Clarian Health Partners
Defined Contribution Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 69% 0%
San Francisco, California

HUBCO Regions Financial 5% 0%
Corporation
Birmingham, Alabama
- --------------------------------------------------------------------------------
B Class
M L P F & S 8% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
M L P F & S 59% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
ING Life Insurance and 68% 0%
Annuity Co.
Hartford, Connecticut

ING National Trust 16% 0%
Hartford, Connecticut

Hartford Life Ins. Co. 11% 0%
Hartford, Connecticut
- --------------------------------------------------------------------------------
Advisor Class
TransAmerica Life Insurance 13% 0%
Company
Cedar Rapids, Iowa

Nationwide Insurance Co. Trust 12% 0%
Columbus, Ohio

American Century Serv. Corp. 9% 0%
Schwab Moderately Aggressive
Large Co. Value
Advisor Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-8

American United Life 7% 0%
Group Retirement Annuity II
Indianapolis, Indiana

National Financial 6% 0%
Services LLC
New York, New York

Saxon & Co. 6% 0%
Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
Mid Cap Value
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Trustees of American Century 37% 0%
P/S & 401k Savings
Plan & Trust
Kansas City, Missouri

Rockhurst University 28% 0%
Endowment Fund
Kansas City, Missouri

UBS Securities LLC 26% 0%
Stamford, Connecticut

JPMorgan Chase TR 7% 0%
American Century Executive
Def Comp Plan Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
GPC Agent For MFS 25% 0%
Heritage Trust Co FBO
USU Charter FCU
401K EE Ret PL SVG
Atlanta, Georgia

GPC Agent For MFS 22% 0%
Heritage Trust Co FBO
Electric Pump Inc 401(K) Plan
Atlanta, Georgia

MG Trust Company Cust FBO 11% 0%
Eastwood Insurance Services
Denver, Colorado

DCGT Trustee & Or Custodian 8% 0%
FBO Principal Financial
Group Omnibus Qualified
Des Moines, Iowa

MG Trust Company Cust 7% 0%
FBO Stubbs Muldrow Herin
Architects Inc.
Denver, Colorado
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 70% 0%
San Francisco, California

Commerce Trust 8% 0%
Kansas City, Missouri

Fifth Third Bank 7% 0%
TTEE FBO Van Dorn
DeMag Corp
Cincinnati, Ohio
- --------------------------------------------------------------------------------

- ------
B-9

American Century Serv Corp 23% 23%
LIVESTRONG(TM)
2015 Portfolio
NT Large Company
Value Omnibus
Kansas City, Missouri

American Century Serv Corp 20% 20%
LIVESTRONG(TM)
2035 Portfolio
NT Large Company
Value Omnibus
Kansas City, Missouri

American Century Serv Corp 14% 14%
LIVESTRONG(TM)
2045 Portfolio
NT Large Company
Value Omnibus
Kansas City, Missouri

American Century Serv Corp 8% 8%
LIVESTRONG(TM)
Income Portfolio
NT Large Company
Value Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
NT Mid Cap Value
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 33% 33%
LIVESTRONG
2025 Portfolio
NT Mid Cap Value Omnibus
Kansas City, Missouri

American Century Serv Corp 24% 24%
LIVESTRONG(TM)
2015 Portfolio
NT Mid Cap Value Omnibus
Kansas City, Missouri

American Century Serv Corp 22% 22%
LIVESTRONG(TM)
2035 Portfolio
NT Mid Cap Value Omnibus
Kansas City, Missouri

American Century Serv Corp 15% 15%
LIVESTRONG(TM)
2045 Portfolio
NT Mid Cap Value Omnibus
Kansas City, Missouri

American Century Serv Corp 6% 6%
LIVESTRONG(TM)
Income Portfolio
NT Mid Cap Value Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-10

ICMA Retirement Trust-NAV 10% 0%
Washington, D.C.

Trustees of the ICMA 5% 0%
Retirement Trust
Washington, D.C.

National Financial 5% 0%
Services Corp.
New York, New York
- --------------------------------------------------------------------------------
Institutional Class
FIIOC c/o Fidelity Investments 74% 0%
Covington, Kentucky

State Street Bank 6% 0%
& Trust Co TTEE
FBO Towers Perrin
Deferred PSP
Westwood, Massachusetts
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 29% 0%
San Francisco, California

Nationwide Trust Co. FSB 11% 0%
Columbus, Ohio

American United Life Group 9% 0%
Retirement Annuity II
Indianapolis, Indiana

The Guardian Insurance & 8% 0%
Annuity Company Inc.
Bethlehem, Pennsylvania

Reliance Trust Company 5% 0%
TR FBO NAV Plans
Greenwood Village, Colorado
- --------------------------------------------------------------------------------
Small Cap Value
- --------------------------------------------------------------------------------
Investor Class
Delaware Charter Guar 9% 0%
& TR Co. Cust FBO
Principal Financial Group
Des Moines, Iowa

Charles Schwab & Co., Inc. 7% 0%
San Francisco, California

Amer United Life 7% 0%
Ins Co. Group
Retirement Annuity
Sep Acct II
Indianapolis, Indiana
- --------------------------------------------------------------------------------
Institutional Class
Fidelity FIIOC TR 32% 0%
FBO Certain Employee
Benefit Plans
c/o Fidelity Investments
Covington, Kentucky

MLPF&S 12% 0%
Jacksonville, Florida

JPMorgan Chase Bank 6% 0%
Trustee St. Jude Medical
Inc. PS Employee
Savings Plan & Trust
Kansas City, Missouri

JPMorgan Chase & Co 5% 0%
TTEE Perot Systems Corp
Retirement Savings Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-11

Hartford Life 16% 0%
Insurance Company
Hartford, Connecticut

Delaware Charter 13% 0%
Guarantee & Trust
FBO Principal Financial Group
Des Moines, Iowa

TransAmerica Life 7% 0%
Insurance Company
Cedar Rapids, Iowa

Saxon & Co. 6% 0%
Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
Value
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
Institutional Class
JPMorgan Chase 45% 0%
Bank Trustee
Bosch Savings Incentive Plan
Kansas City, Missouri

State Street Bank & Trust TR 12% 0%
Lowes 401k Plan
Westwood, Massachusetts

JP Morgan Chase 11% 0%
Bank Trustee
Black & Veatch Employee
Savings Plan
Kansas City, Missouri

Trustees of American Century 7% 0%
P/S & 401k Savings
Plan & Trust
Kansas City, Missouri

JP Morgan Chase 5% 0%
Bank Trustee
FBO Astellas US Retirement
and Savings Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 54% 0%
San Francisco, California

FIIOC FBO Lindsay 6% 0%
Manufacturing
Covington, Kentucky
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
MLPF&S, Inc. 18% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------

- ------
B-12

Massachusetts Mutual 18% 0%
Life Insurance
Springfield, Massachusetts

KCB Services and Company 6% 0%
FBO Jerry Austin Quads
Trust Company
Frederick, Maryland
- --------------------------------------------------------------------------------
Advisor Class
Nationwide Trust Company FSB 14% 0%
Columbus, Ohio

Delaware Charter 10% 0%
Guarantee & Trust
FBO Principal Financial Group
Des Moines, Iowa

Nationwide Insurance 10% 0%
Company QPVA
Columbus, Ohio

James B. Anderson TR 9% 0%
American Chamber of
Commerce Execut. &
Restated 401k Plan & Trust
Springfield, Missouri

Reliance Trust Company 7% 0%
TR FBO MetLife NAV Plans
Greenwood Village, Colorado
- --------------------------------------------------------------------------------

AMERICAN CENTURY GROWTH FUNDS, INC.

American Century Investment 15% 15%
Management, Inc.
Kansas City, Missouri

I.R.A. -- Rollover 13% 13%
Robert T. Jackson
Naples, Florida
- --------------------------------------------------------------------------------
Institutional Class
Evangelical Covenant Church 31% 0%
Retirement Plan
Chicago, Illinois

Covenant Ministries of 31% 0%
Benevolence
Chicago, Illinois

Rockhurst University 28% 0%
Endowment Fund
Kansas City, Missouri

American Century Investment 10% 10%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 99.37% 99.37%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
American Century Investment 93% 93%
Management, Inc.
Kansas City, Missouri

Pershing LLC 7% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------

- ------
B-13

I.R.A. Rollover Ding --
Jen Lee 10% 10%
Columbia, Maryland

Michael Shih & 6% 0%
Ling T Shih Trustee
Ling T Shih MD PC
Pension Trust
Midland, Michigan
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 98.79% 98.79%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Legacy Multi Cap
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 11% 11%
Management, Inc.
Kansas City, Missouri

Michael Shih & 5% 0%
Ling T Shih Trustee
Ling T Shih MD PC
Pension Trust
Midland, Michigan
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
R Class
American Century Investment 99% 99%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
American Century Investment 80% 80%
Management, Inc.
Kansas City, Missouri

Pershing LLC 20% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------

- ------
B-14

AMERICAN CENTURY MUTUAL FUNDS, INC.
PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
FUND/ SHARES OWNED SHARES OWNED
CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
- --------------------------------------------------------------------------------
Balanced
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
National Financial Services LLC 67% 0%
New York, New York

Trustees of American Century 33% 0%
Mutual Funds Indep
Directors Def Comp Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 14% 0%
San Francisco, California

MLPF&S, Inc. 10% 0%
Jacksonville, Florida

Mitra & Co Exp M&I Trust 9% 0%
Company NA
Milwaukee, Wisconsin

Delaware Charter 8% 0%
Guarantee & Trust
Des Moines, Iowa

National Financial Services LLC 6% 0%
New York, New York
- --------------------------------------------------------------------------------
Capital Growth
- --------------------------------------------------------------------------------
Investor Class
National Financial Services Corp 55% 0%
New York, New York

American Century Investment 32% 32%
Management, Inc.
Kansas City, Missouri

Charles Schwab & Co 11% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
American Century Investment 14% 14%
Management, Inc.
Kansas City, Missouri

Charles Schwab & Co., Inc. 11% 0%
San Francisco, California

American Enterprise 8% 0%
Investment Svcs
Minneapolis, Minnesota

M L P F & S 8% 0%
Jacksonville, Florida

American Enterprise 7% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------

- ------
B-15

LPL Financial Services 9% 0%
San Diego, California

Bear Stearns Securities Corp. 5% 0%
Brooklyn, New York
- --------------------------------------------------------------------------------
C Class
American Century Investment 46% 46%
Management, Inc.
Kansas City, Missouri

AG Edwards & Sons Inc. 20% 0%
FBO RRF Investments LLC
St. Louis, Missouri

M L P F & S Inc. 12% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
American Century Investment 100% 100%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Capital Value
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 30% 0%
San Francisco, California

Saxon & Co 10% 0%
Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
Institutional Class
Charles Schwab & Co., Inc. 51% 0%
San Francisco, California

Saxon & Co. 46% 0%
Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
Advisor Class
Nationwide Trust Company 70% 0%
Columbus, Ohio

Charles Schwab & Co., Inc. 21% 0%
San Francisco, California

National Financial 6% 0%
Services Corp
New York, New York
- --------------------------------------------------------------------------------
Focused Growth
- --------------------------------------------------------------------------------
Investor Class
National Financial 7% 0%
Services LLC
New York, New York
- --------------------------------------------------------------------------------
Fundamental Equity
- --------------------------------------------------------------------------------
Investor Class
National Financial 69% 0%
Services Corp
New York, New York

M L P F & S 7% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------

- ------
B-16

American Century Investment 13% 13%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 75% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
MLPF&S Inc. 20% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 36% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
GPC Agent for MFS Heritage 66% 0%
Trust Co Northside
Ford 401K Plan
Atlanta, Georgia

401(K) RPSA 10% 0%
Newark Dental Associates
PA 401(K) Kevin F. Roberts
Kennett Square, Pennsylvania

American Century Investment 8% 8%
Management, Inc.
Kansas City, Missouri

401(K) RPSA Newark Dental 7% 0%
Associates PA
401(K) Jennifer L. Ely
Newark, Delaware
- --------------------------------------------------------------------------------
Giftrust
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
Growth
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
Institutional Class
State Street Bank TR 76% 0%
Lockheed Martin Co
Defined Contributions
Plans Master Trust
Westwood, Massachusetts

JP Morgan Chase Bank TTEE 6% 0%
Avon Personal Savings
Account Plan Trust
New York, New York
- --------------------------------------------------------------------------------
C Class
Pershing LLC 20% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------

- ------
B-17

MLPF&S, Inc. 18% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 13% 0%
San Francisco, California

Nationwide Trust 12% 0%
Company FSB
Columbus, Ohio
- --------------------------------------------------------------------------------
Heritage
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Chase Manhattan Bank Trustee 57% 0%
The BOC Group Inc.
Savings Investment Plan Trust
New York, New York

Trustees of American Century 21% 0%
P/S & 401(k) Savings
Plan & Trust
Kansas City, Missouri

State Street Bank 8% 0%
& Trust Trustee
AFP Habitat
North Quincy, Massachusetts

JPMorgan Chase Bank Trustee 7% 0%
Fitch Inc 401K Plan and Trust
Kansas City, Missouri

National Financial 5% 0%
Services Corp
New York, New York
- --------------------------------------------------------------------------------
C Class
None
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 45% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Mid Cap Growth
- --------------------------------------------------------------------------------
Investor Class
Richard E. Thomas 12% 0%
& Betty N. Thomas TR
Thomas Family Trust
Pasadena, California

Geroge E. Robak 10% 10%
Greenfield, Wisconsin

Pershing LLC 10% 0%
Jersey City, New Jersey

Robert J. Berdan 8% 8%
Brown Deer, Wisconsin

Paulette A. Getschman 5% 5%
Greenfield, Wisconsin
- --------------------------------------------------------------------------------

- ------
B-18

Maroon Inc. 42% 0%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
A Class
John Hancock Life Ins Co USA 5% 0%
Boston, Massachusetts
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
Pershing LLC 41% 0%
Jersey City, New Jersey

Scottrade Inc. 40% 0%
FBO Lawrence J. Collen
St. Louis, Missouri

Scottrade Inc 10% 10%
FBO John J. Harrison IRA
St. Louis, Missouri
- --------------------------------------------------------------------------------
R Class
401(K) RPSA 25% 0%
Newark Dental Associates
PA 401(K) Camilla C. Riley
Newark, Delaware

401(K) RPSA 25% 0%
Newark Dental Associates
PA 401(K) Esther A. Lane
Wilmington, Delaware

American Century Investment 22% 22%
Management, Inc.
Kansas City, Missouri

401(K) RPSA 12% 0%
Newark Dental Associates
PA 401(K) Kevin F. Roberts
Kennett Square, Pennsylvania

401(K) RPSA 11% 0%
Newark Dental Associates
PA 401(K) Janice Bates
Hockessin, Delaware

401(K) RPSA 5% 0%
Newark Dental Associates
PA 401(K) Jennifer L. Ely
Newark, Delaware
- --------------------------------------------------------------------------------
New Opportunities
- --------------------------------------------------------------------------------
Investor Class
Trustees of American 8% 0%
Century Profit
Sharing and 401K
Savings Plan & Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
New Opportunities II
- --------------------------------------------------------------------------------
Investor Class
LeRoy C. Kopp 26% 26%
Edina, Minnesota

Kopp Holding Company 12% 0%
Edina, Minnesota

Patterson & Co 7% 0%
Charlotte, North Carolina
- --------------------------------------------------------------------------------

- ------
B-19

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
FUND/ SHARES OWNED SHARES OWNED
CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
- --------------------------------------------------------------------------------
New Opportunities II
- --------------------------------------------------------------------------------
Institutional Class
None
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 38% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 16% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
NT Growth
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 37% 37%
LIVESTRONG(TM) 2025
Portfolio NT Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 23% 23%
LIVESTRONG(TM) 2035
Portfolio NT Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 19% 19%
LIVESTRONG(TM) 2015
Portfolio NT Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 16% 16%
LIVESTRONG(TM) 2045
Portfolio NT Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 5% 5%
LIVESTRONG(TM) Income
Portfolio NT Growth Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
NT Vista
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 34% 34%
LIVESTRONG(TM) 2025
Portfolio NT Vista Omnibus
Kansas City, Missouri

American Century Serv Corp 24% 24%
LIVESTRONG(TM) 2035
Portfolio NT Vista Omnibus
Kansas City, Missouri

American Century Serv Corp 20% 20%
LIVESTRONG(TM) 2015
Portfolio NT Vista Omnibus
Kansas City, Missouri

American Century Serv Corp 17% 17%
LIVESTRONG(TM) 2045
Portfolio NT Vista Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-20

Maroon Inc. 31% 0%
Milwaukee, Wisconsin

Washington Public 7% 0%
Power Supply
Systems 401K
Deferred Comp Plan
New York, New York
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 34% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 16% 0%
Jacksonville, Florida

Citigroup Global Markets Inc. 7% 0%
New York, New York
- --------------------------------------------------------------------------------
R Class
American Century Investment 97% 97%
Management, Inc.
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
UMB Bank NA 36% 0%
Fiduciary for Various
Deferred Accounts
Topeka, Kansas

MG Trust Company Cust FBO 13% 0%
Rosen Hotels & Resorts Inc
Denver, Colorado

UMB Bank NA 13% 0%
Fiduciary for Tax
Deferred Accounts
Topeka, Kansas

Security Benefit Life 10% 0%
Insurance Co.
Topeka, Kansas

Saxon & Co 8% 0%
Philadelphia, Pennsylvania
- --------------------------------------------------------------------------------
Small Cap Growth
- --------------------------------------------------------------------------------
Investor Class
Prudential Investment 53% 0%
MGMT SVC
Newark, New Jersey

William A. McIntosh 29% 29%
Kenilworth, Illinois
- --------------------------------------------------------------------------------

- ------
B-21

Patterson & Co Omnibus 32% 0%
Cash/Reinvest
Charlotte, North Carolina

Patterson & Co Omnibus 6% 0%
Reinvest/Reinvest
Charlotte, North Carolina
- --------------------------------------------------------------------------------
A Class
None
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------
C Class
Pershing LLC 51% 0%
Jersey City, New Jersey

MG Trust Company Cust FBO 18% 0%
E. Miller and Associates, Inc.
Denver, Colorado
- --------------------------------------------------------------------------------
R Class
American Century Investment 76% 76%
Management, Inc.
Kansas City, Missouri

Pediatric Dentistry PC PS TR 23% 0%
401K Jennifer A. Brown
W Bountiful, Utah
- --------------------------------------------------------------------------------
Ultra
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
JP Morgan Chase 18% 0%
Bank Trustee
Bosch Savings Incentive Plan
Kansas City, Missouri

JP Morgan Chase TR 14% 0%
The Interpublic Group
of Companies Inc.
Savings Plan Trust
New York, New York

Nationwide Trust Company 10% 0%
FBO Participating
Retirement Plans TPA-NTC
Columbus, Ohio

Northern Trust Co TR 9% 0%
Goodyear Tire & Rubber
Company 401K Plan Trust
Chicago, Illinois

FIIOC c/o Fidelity Investments 7% 0%
Covington, Kentucky

Wells Fargo Bank NA FBO 6% 0%
BAE 401K-American
Century Ultra
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
Boone County National Bank Cust 9% 0%
FBP MO Bar 457(B) Plan
Columbia, Missouri
- --------------------------------------------------------------------------------

- ------
B-22

Massachusetts Mutual 19% 0%
Life Insurance
Springfield, Massachusetts

Hartford Life Ins Co 14% 0%
Hartford, Connecticut

Symetra Investment Services 14% 0%
Seattle, Washington

ING National Trust 6% 0%
Hartford, Connecticut

M L P F & S 6% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
Advisor Class
Nationwide Trust Company 18% 0%
Columbus, Ohio

Charles Schwab & Co., Inc. 9% 0%
San Francisco, California

ING Life Insurance 6% 0%
and Annuity Co
Hartford, Connecticut

PRIAC as Trustee/Custodian 6% 0%
For Various Retirement Plans
Kansas City, Missouri
- --------------------------------------------------------------------------------
Veedot
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
Institutional Class
Trustees of American Century 61% 0%
P/S& 401K Savings
Plan & Trust
Kansas City, Missouri

American Century Investment 29% 29%
Management, Inc.
Kansas City, Missouri

JPMorgan Chase TR 6% 0%
American Century Executive
Deferred Comp Plan Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
Vista
- --------------------------------------------------------------------------------
Investor Class
John Hancock Life Ins Co. USA 8% 0%
Toronto, Ontario
- --------------------------------------------------------------------------------
Institutional Class
Delaware Charter 25% 0%
Guarantee & Trust
Des Moines, Iowa
- --------------------------------------------------------------------------------

- ------
B-23

The Chase Manhattan 13% 0%
Bank NA TR
Worldspan Retirement
Savings Plan & Trust
New York, New York

JP Morgan Chase 9% 0%
Bank Trustee
Black & Veatch Employee
Savings Plan
Kansas City, Missouri

JP Morgan Chase Bank 9% 0%
Trustee FBO
Astellas US Retirement
and Savings Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
Delaware Charter 9% 0%
Guarantee & Trust
FBO Principal Financial
Group Omnibus Qualified
Des Moines, Iowa

Delaware Charter 8% 0%
Guarantee & Trust
FBO Various Qualified Plans
Des Moines, Iowa
- --------------------------------------------------------------------------------
R Class
MG Trust Company Cust FBO 62% 0%
Eastwood Insurance Services
Denver, Colorado

GPC Agent for MFS Heritage 12% 0%
Trust Co FBO Western Mass
Endodontics PC Plan
Atlanta, Georgia

MG Trust Company as Agent 9% 0%
For Frontier Trust Co
as Tr Land Dimensions
Engineering 401K
Fargo, North Dakota

GPC Agent for MFS 6% 0%
Heritage Trust Co
FBO Clawson
Communications Inc. Plan
Atlanta, Georgia
- --------------------------------------------------------------------------------
Advisor Class
Trustar/Delaware Charter 13% 0%
FBO Principal Financial Group
Wilmington, Delaware

Charles Schwab & Co., Inc. 11% 0%
San Francisco, California

Oklahoma Public Employees 10% 0%
Retirement System
Board of Trustees
FBO OK State Employees
Def Comp Plan
Greenwood Village, Colorado

Delaware Charter 7% 0%
Guarantee & Trust
FBO Various Qualified Plans
Des Moines, Iowa

Transamerica Life 7% 0%
Insurance Company
Cedar Rapids, Iowa
- --------------------------------------------------------------------------------

- ------
B-24

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

The Guardian Insurance 6% 0%
& Annuity Company, Inc.
Bethlehem, Pennsylvania

- --------------------------------------------------------------------------------
Institutional Class
State Street Corp Trustee 88% 0%
FBO Hallmark Cards Inc.
Westwood, Massachusetts
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co. 55% 0%
San Francisco, California

FIIOC FBO National Polymers 8% 0%
LLC Profit Sharing Plan
Covington, Kentucky
- --------------------------------------------------------------------------------
B Class
M L P F & S Inc. 7% 0%
Jacksonville, Florida`
- --------------------------------------------------------------------------------
C Class
M L P F & S Inc. 38% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
MG Trust Co. Cust FBO Craft 65% 0%
Turf Farms Ret PL
Denver, Colorado

MG Trust Company Cust. FBO 11% 0%
Eastwood Insurance Services
Denver, Colorado

MG Trust Company Cust. 9% 0%
FBO Russell Newman 401K
Denver, Colorado

Counsel Trust DBA Mid Atlantic 5% 0%
Trust Company FBO
Newborn Specialists
of Tulsa 401K Profit
Sharing Plan & Trust
Pittsburgh, Pennsylvania
- --------------------------------------------------------------------------------
Advisor Class
Saxon & Co. 27% 0%
Philadelphia, Pennsylvania

Reliance Trust Company TR 18% 0%
TR Metlife NAV Plans
Greenwood Village, Colorado

Charles Schwab & Co., Inc. 5% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Strategic Allocation: Moderate
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------

- ------
B-25

Maroon Inc. 21% 0%
Milwaukee, Wisconsin

Chase Manhattan 9% 0%
Bank Trustee
The BOC Group Inc. Savings
Investment Plan Trust
New York, New York

JPMorgan Chase Bank 5% 0%
Trustee Crown Equipment
Corporation 401(K)
Retirement Savings Plan
New York, New York

JPMorgan Chase 5% 0%
Bank Trustee
Pennzoil Quaker State Co.
Savings and Investment Plan
Kansas City, Missouri
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 29% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
M L P F & S Inc. 6% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
M L P F & S Inc. 21% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
MG Trust Co Cust 14% 0%
FBO Craft Turf Farms Ret Pl
Denver, Colorado

401(K) RPSA Newark Dental 12% 0%
Associates PA 401(K)
Joseph M Chou
Newark, Delaware

401(K) RPSA Newark Dental 11% 0%
Associates PA 401(K)
William H. Ralston
Newark, Delaware

401(K) RPSA Newark Dental 10% 0%
Associates PA 401(K)
Edmond B. Stout
Newark, Delaware

401(K) RPSA Newark Dental 7% 0%
Associates PA 401(K)
Kevin F. Roberts
Kennett Square, Pennsylvania

Counsel Trust DBA Mid 5% 0%
Atlantic Trust Company
FBO Newborn Specialists of
Tulsa 401(K) Profit Sharing
Plan & Trust
Pittsburgh, Pennsylvania

MG Trust Cust FBO 5% 0%
Natren Inc.
401K Profit Sharing Plan
Denver, Colorado
- --------------------------------------------------------------------------------

- ------
B-26

Reliance Trust Company 11% 0%
TR FBO Metlife NAV Plans
Greenwood Village, Colorado

Charles Schwab & Co., Inc. 7% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Strategic Allocation: Aggressive
- --------------------------------------------------------------------------------
Investor Class
American United Life Ins. Co. 5% 0%
Group Retirement Annuity II
Indianapolis, Indiana

Union Bank TR Nominee FBO 5% 0%
Select Benefit Omnibus
San Diego, California
- --------------------------------------------------------------------------------
Institutional Class
State Street Corp Trustee 28% 0%
FBO Hallmark Cards Inc
Westwood, Massachusetts

JPMorgan Chase Bank Trustee 15% 0%
St. Jude Medical Inc.
PS Employee Savings
Plan and Trust
Kansas City, Missouri

Chase Manhattan 7% 0%
Bank Trustee
The BOC Group Inc.
Savings Investment Plan Trust
New York, New York

JPMorgan Chase Bank Trustee 7% 0%
Fitch Inc. 401(K) Plan and Trust
Kansas City, Missouri

JPMorgan Chase Bank Trustee 7% 0%
Sypris Retirement Savings Plan
Kansas City, Missouri

Chase Manhattan 7% 0%
Bank NA TTEE
The Reynolds and Reynolds Co
401(K) Savings Plan Trust
New York, New York

Trustlynx & Co 7% 0%
Denver, Colorado

Trustees of Valassis Employees 6% 0%
Retirement Savings Plan
Livonia, Michigan
- --------------------------------------------------------------------------------

- ------
B-27

MG Trust Co CUST FBO Craft 19% 0%
Turf Farms Ret PL
Denver, Colorado

A S T Trust Company Trustee 10% 0%
FBO Texas Retina Assoc
Retirement Plan
Phoenix, Arizona

MG Trust Company Cust 9% 0%
FBO Russell Newman 401K
Denver, Colorado

Trustees of Pediatric Dentistry 8% 0%
PC Match Forfeiture Account
Layton, Utah
- --------------------------------------------------------------------------------
Advisor Class
Saxon and Co. 29% 0%
Philadelphia, Pennsylvania

Reliance Trust 13% 0%
Company TR FBO Metlife
NAV Plans & Savings
Greenwood Village, Colorado

Charles Schwab & Co., Inc. 11% 0%
San Francisco, California

Metropolitan Life CO/SA-ENTP 5% 0%
ENTP-American Century
STRT AIIOC AG
Greenwood Village, Colorado
- --------------------------------------------------------------------------------
Newton
- --------------------------------------------------------------------------------
Investor Class
American Century Investment 19% 19%
Management, Inc.
Kansas City, Missouri

James E. Stowers III TR 8% 0%
Shawnee Mission, Kansas
- --------------------------------------------------------------------------------

- ------
B-28

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

Symetra Financial Services 17% 0%
Bellevue, Washington

Lincoln National Life Insurance 14% 0%
Fort Wayne, Indianna
Lincoln Life & Annuity 6% 0%
Company of New York
Fort Wayne, Indianna
- --------------------------------------------------------------------------------
VP Capital Appreciation
- --------------------------------------------------------------------------------
Class I
Mutual of America 45% 0%
New York, New York

Nationwide Insurance Company 34% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------
VP Income & Growth
- --------------------------------------------------------------------------------
Class I
Nationwide Insurance Company 38% 0%
Columbus, Ohio

American United Life Ins CO 7% 0%
Indianapolis, Indianna
Ameritas Variable Life 7% 0%
Insurance Co
Lincoln, Nebraska

Kemper Investors Life 5% 0%
Insurance Co
Elgin, Illinois

Principal Life 5% 0%
Insurance Company
Des Moines, Iowa
- --------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 67% 0%
Columbus, Ohio

Minnesota Mutual Life 23% 0%
Saint Paul, Minnesota
- --------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 98% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------
VP International
- --------------------------------------------------------------------------------
Class I
Nationwide Insurance Company 33% 0%
Columbus, Ohio

IDS Life Insurance Company 17% 0%
Minneapolis, Minnesota

M L P F & S 11% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------

- ------
B-29

Midland National Life 9% 0%
Insurance Company
Des Moines, Iowa
- --------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 95% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------
Class IV
Nationwide Insurance Company 99% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------
VP Large Company Value
- --------------------------------------------------------------------------------
Class I
Annuity Investor Life 96% 0%
Insurance Company
Cincinnati, Ohio
- --------------------------------------------------------------------------------
Class II
Symetra Financial Services 53% 0%
Bellevue, Washington

Midland National Life 31% 0%
Insurance Company
Des Moines, Iowa

Annuity Investor Life 14% 0%
Insurance Company
Cincinnati, Ohio
- --------------------------------------------------------------------------------
VP Mid Cap Value
- --------------------------------------------------------------------------------
Class I
Annuity Investor Life 37% 0%
Insurance Company
Cincinnati, Ohio

Nationwide Insurance Company 55% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 74% 0%
Columbus, Ohio

IDS Life Insurance Company 19% 0%
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
VP Ultra
- --------------------------------------------------------------------------------
Class I
MetLife Insurance Co 24% 0%
of Connecticut
Hartford, Connecticut

M L P F & S 13% 0%
Jacksonville, Florida

Nationwide Insurance Company 12% 0%
Columbus, Ohio

First Variable Life 9% 0%
Insurance Company
Birmingham, Alabama

Principal Life 9% 0%
Insurance Company
Des Moines, Iowa

Annuity Investor 7% 0%
Life Insurance Co
Cincinnati, Ohio
- --------------------------------------------------------------------------------

- ------
B-30

American Enterprise Life 23% 0%
Minneapolis, Minnesota

Minnesota Mutual Life 15% 0%
Saint Paul, Minnesota

Principal Life Insurance 8% 0%
Company
Des Moines, Iowa`
- --------------------------------------------------------------------------------
Class III
Nationwide Insurance 100% 0%
Company
Columbus, Ohio
- --------------------------------------------------------------------------------
VP Value
- --------------------------------------------------------------------------------
Class I
IDS Life Insurance Company 38% 0%
Minneapolis, Minnesota

Nationwide Insurance 33% 0%
Company
Columbus, Ohio

Pruco Life Insurance 5% 0%
Company of Arizona
Newark, New Jersey
- --------------------------------------------------------------------------------
Class II
IDS Life Insurance Company 55% 0%
Minneapolis, Minnesota

Nationwide Insurance 13% 0%
Company
Columbus, Ohio

Principal Life 6% 0%
Insurance Company
Des Moines, Iowa

Minnesota Mutual Life 6% 0%
Saint Paul, Minnesota
- --------------------------------------------------------------------------------
Class III
Nationwide Insurance 98% 0%
Company
Columbus, Ohio
- --------------------------------------------------------------------------------
VP Vista
- --------------------------------------------------------------------------------
Class I
American United Life 35% 0%
Ins Co
Indianapolis, Indiana

Annuity Investor Life 21% 0%
Insurance Company
Cincinnati, Ohio

National Life of Vermont 16% 0%
Montpelier, Vermont

Farm Bureau Life 7% 0%
Insurance Company
West Des Moines, Iowa
- --------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 97% 0%
Columbus, Ohio
- --------------------------------------------------------------------------------

- ------
B-31

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

Trustees of American 33% 0%
Century P/S
& 401(k) Savings Plan & Trust
Kansas City, Missouri

JP Morgan Chase 9% 0%
Bank Trustee
Fitch Inc. 401(K) Plan
and Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
None
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 63% 0%
San Francisco, California

National Financial 11% 0%
Services LLC
New York, New York
- --------------------------------------------------------------------------------
Global Growth
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 6% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Trustees of American 63% 0%
Century P/S
& 401(k) Savings Plan & Trust
Kansas City, Missouri

JP Morgan Chase 30% 0%
Bank Trustee
Fitch Inc. 401(K)
Plan and Trust
Kansas City, Missouri

JP Morgan Chase TR 7% 0%
American Century Executive
Def Comp Plan Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-32

M L P F & S Inc. 7% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
B Class
AG Edwards & Sons C/F 11% 0%
Chicago, Illinois

Pershing LLC 11% 0%
Jersey City, New Jersey

American Enterprise 8% 0%
Investment Svcs
Minneapolis, Minnesota
- --------------------------------------------------------------------------------
C Class
M L P F & S Inc. 17% 0%
Jacksonville, Florida

First Clearing LLC 5% 0%
Schaller Living Trust
Earl G. Schaller TTEE
Boulder, Colorado
- --------------------------------------------------------------------------------
R Class
American Century Investment 74% 74%
Management, Inc.
Kansas City, Missouri

Pediatric Dentistry PC 25% 0%
PS TR 401 K
Jennifer A. Brown
W Bountiful, Utah
- --------------------------------------------------------------------------------
Advisor Class
Charles Schwab & Co., Inc. 48% 0%
San Francisco, California

Union Bank Trust Nominee 18% 0%
FBO Select Benefit Omnibus
San Diego, California

Morris & Co. 6% 0%
South Bend, Indiana
- --------------------------------------------------------------------------------
International Discovery
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 13% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Trustees of American 37% 0%
Century P/S
& 401(k) Savings Plan & Trust
Kansas City, Missouri

Balsa & Co (Reinvest) 21% 0%
Dallas, Texas

JPMorgan Chase TR 12% 0%
Ericsson Capital Accumulation
and Savings Plan
Kansas City, Missouri

Charles Schwab & Co., Inc. 7% 0%
San Francisco, California

Aspirus Wausau Hospital Inc. 5% 0%
Wausau, Wisconsin
- --------------------------------------------------------------------------------

- ------
B-33

Retirement Accounts Inc TTEE 16% 0%
FBO C. Arthur Anderson MD
Denver, Colorado
- --------------------------------------------------------------------------------
International Growth
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 9% 0%
San Francisco, CA
- --------------------------------------------------------------------------------
Institutional Class
State Street Bank & Trust TR 30% 0%
Lowes 401K Plan
Westwood, Massachusetts

Trustees of American Century 16% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri

A.G. Investments Co., L.P. 12% 0%
Forest Hills, New York

Charles Schwab & Co., Inc. 11% 0%
San Francisco, California

National Financial Services Corp. 5% 0%
New York, New York
- --------------------------------------------------------------------------------
A Class
Charles Schwab & Co., Inc. 66% 0%
San Francisco, California
- --------------------------------------------------------------------------------
B Class
MLPF&S Inc. 18% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
C Class
MLPF&S Inc. 22% 0%
Jacksonville, Florida
- --------------------------------------------------------------------------------
R Class
ING Life Insurance 56% 0%
and Annuity Co
Hartford, Connecticut

MLPF&S Inc. 25% 0%
Jacksonville, Florida

MCB Trust Services as Agent 6% 0%
For Frontier Trust Co as TR
Trading Technologies
401(K) Plan
Denver, Colorado
- --------------------------------------------------------------------------------

- ------
B-34

Nationwide Insurance 9% 0%
Company QPVA
Columbus, Ohio

Nationwide Trust 5% 0%
Company FSB
Columbus, Ohio

Reliance Trust Company 5% 0%
Trustee CitiStreet
Retirement Services
Somerset, New Jersey
- --------------------------------------------------------------------------------
International Opportunities
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 19% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Rockhurst University 52% 0%
Endowment Fund
Kansas City, Missouri

Swope Community Enterprises 46% 0%
Kansas City, Missouri
- --------------------------------------------------------------------------------
International Stock
- --------------------------------------------------------------------------------
Investor Class
None
- --------------------------------------------------------------------------------
International Value
- --------------------------------------------------------------------------------
Investor Class
William A. McIntosh 28% 28%
Kenilworth, Illinois

I.R.A.-Rollover 14% 14%
Lawrence M. Seyer
Cape Girardeau, Missouri

I.R.A. Wayne R. Jakusz 6% 6%
New Hartford, Connecticut

James Edward Davis & Lori 6% 0%
Dawn Schilling Davis TTEE
For The James & Lori
Davis 2001 Trust
Davis, California
- --------------------------------------------------------------------------------
Institutional Class
Northwestern Mutual Life 98% 0%
Milwaukee, Wisconsin
- --------------------------------------------------------------------------------
A Class
None
- --------------------------------------------------------------------------------
B Class
None
- --------------------------------------------------------------------------------

- ------
B-35

American Century Investment 31% 0%
Management Inc.
Kansas City, Missouri

Pershing LLC 25% 0%
Jersey City, New Jersey
- --------------------------------------------------------------------------------
R Class
American Century Investment 60% 60%
Management, Inc.
Kansas City, MO

401(K) RPSA Newark Dental 23% 0%
Associates PA 401(K)
Rosie F Beckford
Newark, Delaware

401(K) RPSA Newark Dental 16% 0%
Associates PA 401(K)
Kevin F Roberts
Kennett Square, Pennsylvania
- --------------------------------------------------------------------------------
Life Sciences
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 10% 0%
San Francisco, California
- --------------------------------------------------------------------------------
Institutional Class
Trustees of American Century 86% 0%
P/S & 401K Savings
Plan & Trust
Kansas City, Missouri

JP Morgan Chase TR 14% 0%
American Century
Executive Def Comp Plan Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
C Class
American Century Investment 68% 68%
Management, Inc.
Kansas City, Missouri

Citigroup Global Markets Inc. 23% 0%
New York, New York

MG Trust Company Cust FBO 8% 0%
Wagewatch Inc.
401K P/S Plan
Denver, Colorado
- --------------------------------------------------------------------------------
Advisor Class
AG Edwards & Sons C/F 21% 0%
Edward Hlipala Sr Decd
FBO Edward Hlipala Jr
Waterford, Connecticut

Nationwide Trust 19% 0%
Company FSB
Columbus, Ohio

Frontier Trust Company TTEE 18% 0%
FBO Browne Blebotte
Wilson & Horn PLLC
401K Plan
Fargo, North Dakota

Symetra Investment Services 14% 0%
Seattle, Washington

National Financial 12% 0%
Services LLC
New York, New York

UMBSC & CO 6% 0%
FBO Ronald Kufahl IRA
Kansas City, Missouri
- --------------------------------------------------------------------------------

- ------
B-36

American Century Serv Corp 27% 27%
LIVESTRONG 2035 Portfolio
NT Emerging
Markets Omnibus
Kansas City, Missouri

American Century Serv Corp 24% 24%
LIVESTRONG 2045 Portfolio
NT Emerging
Markets Omnibus
Kansas City, Missouri

American Century Serv Corp 15% 15%
LIVESTRONG 2015 Portfolio
NT Emerging
Markets Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
NT International Growth
- --------------------------------------------------------------------------------
Institutional Class
American Century Serv Port 39% 39%
LIVESTRONG 2025 Portfolio
NT International Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 22% 22%
LIVESTRONG 2035 Portfolio
NT International Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 20% 20%
LIVESTRONG 2015 Portfolio
NT International Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 14% 14%
LIVESTRONG 2045 Portfolio
NT International Growth Omnibus
Kansas City, Missouri

American Century Serv Corp 5% 5%
LIVESTRONG Income Portfolio
NT International Growth Omnibus
Kansas City, Missouri
- --------------------------------------------------------------------------------
Technology
- --------------------------------------------------------------------------------
Investor Class
Charles Schwab & Co., Inc. 6% 0%
San Francisco, CA
- --------------------------------------------------------------------------------

- ------
B-37

JP Morgan Chase 11% 0%
TR American Century
Executive Def
Comp Plan Trust
Kansas City, Missouri
- --------------------------------------------------------------------------------
Advisor Class
MG Trust Cust 48% 0%
FBO Gibbs M. Smith Inc.
401k P/S Plan
Denver, Colorado

MG Trust Company Cust 30% 0%
FBO Carmel Architectural
Sales 401K P
Denver, Colorado

MG Trust Cust FBO 10% 0%
Cincinnati Fastener Co
401k Plan
Denver, Colorado

National Financial 6% 0%
Services LLC
New York, New York
- --------------------------------------------------------------------------------

- ------
B-38

EXHIBIT C

CURRENT AND PRO FORMA ADVISORY FEES

SHAREHOLDER FEES(1) (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Pro Forma
Advisor Advisor
Class Class
- --------------------------------------------------------------------------------
Maximum Sales None None(2)
Charge (Load)
Imposed on Purchases
(as a percentage
of offering price)
- --------------------------------------------------------------------------------
Maximum Deferred None None(3)
Sales Charge (Load)
(as a percentage of
the lower of the original
offering price or
redemption proceeds)
- --------------------------------------------------------------------------------
Redemption/Exchange Fee None None(4)
(as a percentage of amount
redeemed/exchanged)
- --------------------------------------------------------------------------------
Maximum Account None None
Maintenance Fee
- --------------------------------------------------------------------------------

(1) THE SHAREHOLDER FEES DESCRIBED IN THIS TABLE ONLY APPLY TO EQUITY
INCOME, LARGE COMPANY VALUE, REAL ESTATE, VALUE, HERITAGE, SELECT, ULTRA,
STRATEGIC ALLOCATION: AGGRESSIVE, STRATEGIC ALLOCATION: CONSERVATIVE,
STRATEGIC ALLOCATION: MODERATE, EMERGING MARKETS, GLOBAL GROWTH AND
INTERNATIONAL GROWTH.

(2) IT IS ANTICIPATED THAT THIS CLASS WOULD BE SUBJECT TO A FRONT-END
SALES CHARGE, BUT IT WILL NOT APPLY TO SHARES PURCHASED IN THE SAME
ACCOUNTS.

(3) INVESTMENTS OF $1 MILLION OR MORE MAY BE SUBJECT TO A CONTINGENT
DEFERRED SALES CHARGE OF 1.00% IF THE SHARES ARE REDEEMED WITHIN ONE YEAR
OF THE DATE OF PURCHASE.

(4) FOR INTERNATIONAL GROWTH AND GLOBAL GROWTH, A 2% REDEMPTION FEE APPLIES TO
SHARES HELD LESS THAN 60 DAYS. FOR EMERGING MARKETS, A 2% REDEMPTION FEE
APPLIES TO SHARES HELD LESS THAN 180 DAYS. IN ALL CASES, THE FEE DOES NOT
APPLY TO SHARES PURCHASED THROUGH REINVESTED DIVIDENDS OR CAPITAL GAINS.

(1) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FEE SHOWN IS
BASED ON ASSETS DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A
STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
GENERALLY DECREASES AS STRATEGY ASSETS INCREASE AND INCREASES AS STRATEGY
ASSETS DECREASE.

(2) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES
THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL
INTERMEDIARIES. THE FEE MAY BE USED TO COMPENSATE SUCH FINANCIAL
INTERMEDIARIES FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. IN
ADDITION, HALF OF THE ADVISOR CLASS 12B-1 FEE (0.25%) IS FOR ONGOING
RECORDKEEPING AND ADMINISTRATIVE SERVICES PROVIDED BY FINANCIAL
INTERMEDIARIES, WHICH WOULD OTHERWISE BE PAID BY THE ADVISOR OUT OF THE
UNIFIED MANAGEMENT FEE. THE ADVISOR HAS REDUCED ITS UNIFIED MANAGEMENT FEE
BY 0.25% FOR ADVISOR CLASS SHARES, BUT THE FEE FOR CORE INVESTMENT ADVISORY
SERVICES IS THE SAME FOR ALL CLASSES.

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(4) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE SHARES
THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL
INTERMEDIARIES. THE FEE MAY BE USED TO COMPENSATE SUCH FINANCIAL
INTERMEDIARIES FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES.

(5) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR MANAGING
ALL SERVICES NECESSARY FOR THE FUND TO OPERATE.

- ------
C-1

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
ISSUER FUND CLASS FEE (12B-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------
ACMF Balanced Advisor 0.65%(1) 0.50%(2) 0.00%(3) 1.15%
Class
-------------------------------------------------------------
Pro Forma 0.90%(1) 0.25%(4) 0.00%(3) 1.15%
Advisor
Class
----------------------------------------------------------------------------
Capital Advisor 0.85%(1) 0.50%(2) 0.00%(5) 1.35%
Value Class
-------------------------------------------------------------
Pro Forma 1.10%(1) 0.25%(4) 0.00%(5) 1.35%
Advisor
Class
----------------------------------------------------------------------------
Growth Advisor 0.75%(1) 0.50%(2) 0.00%(3) 1.25%
Class
-------------------------------------------------------------
Pro Forma 1.00%(1) 0.25%(4) 0.00%(3) 1.25%
Advisor
Class
----------------------------------------------------------------------------
Heritage Advisor 0.75%(6) 0.50%(2) 0.00%(3) 1.25%
Class
-------------------------------------------------------------
Pro Forma 1.00%(6) 0.25%(4) 0.00%(3) 1.25%
Advisor
Class
----------------------------------------------------------------------------
Select Advisor 0.75%(1) 0.50%(2) 0.00%(3) 1.25%
Class
-------------------------------------------------------------
Pro Forma 1.00%(1) 0.25%(4) 0.00%(3) 1.25%
Advisor
Class
----------------------------------------------------------------------------
Ultra Advisor 0.74%(1) 0.50%(2) 0.00%(5) 1.24%
Class
-------------------------------------------------------------
Pro Forma 0.99%(1) 0.25%(4) 0.00%(5) 1.24%
Advisor
Class
----------------------------------------------------------------------------
Vista Advisor 0.75%(6) 0.50%(2) 0.00%(3) 1.25%
Class
-------------------------------------------------------------
Pro Forma 1.00%(6) 0.25%(4) 0.00%(3) 1.25%
Advisor
Class
- ------------------------------------------------------------------------------------
ACSAA Strategic Advisor 0.74%(1) 0.50%(2) 0.00%(5) 1.24%
Allocation: Class
Conservative
-------------------------------------------------------------
Pro Forma 0.99%(1) 0.25%(4) 0.00%(5) 1.24%
Advisor
Class
----------------------------------------------------------------------------
Strategic Advisor 0.80%(1) 0.50%(2) 0.00%(5) 1.30%
Allocation: Class
Moderate
-------------------------------------------------------------
Pro Forma 1.05%(1) 0.25%(4) 0.00%(5) 1.30%
Advisor
Class
----------------------------------------------------------------------------
Strategic Advisor 0.93%(1) 0.50%(2) 0.00%(5) 1.43%
Allocation: Class
Aggressive
-------------------------------------------------------------
Pro Forma 1.18%(1) 0.25%(4) 0.00%(5) 1.43%
Advisor
Class
- ------------------------------------------------------------------------------------
ACWMF Emerging Advisor 1.54%(1) 0.50%(2) 0.01%(7) 2.05%
Markets Class
-------------------------------------------------------------
Pro Forma 1.79%(1) 0.25%(4) 0.01%(7) 2.05%
Advisor
Class
----------------------------------------------------------------------------
Global Advisor 1.05%(1) 0.50%(2) 0.01%(7) 1.56%
Growth Class
-------------------------------------------------------------
Pro Forma 1.30%(1) 0.25%(4) 0.01%(7) 1.56%
Advisor
Class
----------------------------------------------------------------------------
International Advisor 1.15%(1) 0.50%(2) 0.01%(8) 1.66%
Discovery Class
-------------------------------------------------------------
Pro Forma 1.40%(1) 0.25%(4) 0.01%(8) 1.66%
Advisor
Class
----------------------------------------------------------------------------
International Advisor 1.00%(1) 0.50%(2) 0.01%(7) 1.51%
Growth Class
-------------------------------------------------------------
Pro Forma 1.25%(1) 0.25%(4) 0.01%(7) 1.51%
Advisor
Class
----------------------------------------------------------------------------
Life Advisor 1.10%(9) 0.50%(2) 0.01%(7) 1.61%
Sciences Class
-------------------------------------------------------------
Pro Forma 1.35%(9) 0.25%(4) 0.01%(7) 1.61%
Advisor
Class
----------------------------------------------------------------------------
Technology Advisor 1.25%(1) 0.50%(2) 0.01%(8) 1.76%
Class
-------------------------------------------------------------
Pro Forma 1.50%(1) 0.25%(4) 0.01%(8) 1.76%
Advisor
Class
- ------------------------------------------------------------------------------------

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, WERE
LESS THAN 0.005% FOR THE MOST RECENT FISCAL YEAR.

(5) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, INTEREST, AND FEES AND
EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF INVESTMENT IN
SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE EQUITY FUNDS OR
OTHER POOLED INVESTMENT VEHICLES, WERE LESS THAN 0.005% FOR THE MOST RECENT
FISCAL YEAR.

(6) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE.

(7) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. OTHER EXPENSES ALSO
INCLUDE FEES AND EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF
INVESTMENT IN SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE
EQUITY FUNDS OR OTHER POOLED INVESTMENT VEHICLES.

(8) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST.

(9) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FEE SHOWN IS
BASED ON ASSETS DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A
STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
GENERALLY DECREASES AS STRATEGY ASSETS INCREASE AND INCREASES AS STRATEGY
ASSETS DECREASE. THE EXPENSE INFORMATION REFLECTS THE CURRENT MANAGEMENT
FEE AMOUNT, WHICH WAS REDUCED EFFECTIVE AUGUST 1, 2006.

- ------
C-2

EXHIBIT D

INVESTMENT SUBADVISORY AGREEMENT

THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made as of the 1st day of
August, 2007, by and among AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
("ACIM"), a Delaware corporation, and NORTHERN TRUST INVESTMENTS, N.A. (the
"Subadvisor"), an Illinois corporation.

WITNESSETH:

WHEREAS, ACIM is the investment advisor to the funds listed on Exhibit A hereto
(each a "Fund" and collectively the "Funds"), each of which is a series of
shares of American Century Capital Portfolios, Inc. ("ACCP") and is an open-end
management investment company registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and

WHEREAS, ACIM and the Subadvisor are both investment advisors registered with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended; and

WHEREAS, ACCP has engaged ACIM to serve as the investment manager for the Funds
pursuant to a Management Agreement dated August 1, 2006; and

WHEREAS, ACIM desires to engage the Subadvisor as a subadvisor for the Funds,
and the Subadvisor desires to accept such engagement; and

WHEREAS, the Boards of Directors of ACIM and the Subadvisor have determined that
it is advisable to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto covenant and agree as follows:

(1) INVESTMENT DESCRIPTION - APPOINTMENT. ACIM hereby appoints the
Subadvisor to provide the advisory services described herein to the Funds
in accordance with each Fund's Prospectus and Statement of Additional
Information as in effect and as amended from time to time, subject to the
oversight and direction of each Fund's Board of Directors and ACIM. ACIM
will promptly provide the Subadvisor copies of all amendments to each
Fund's Prospectus and Statement of Additional Information on an ongoing
basis. In consideration for the compensation set forth below, the
Subadvisor accepts the appointment and agrees to furnish the services
described herein.

(2) SERVICES AS INVESTMENT SUBADVISOR.

(a) Subject to the general supervision of each Fund's Board of Directors
and of ACIM, the Subadvisor will (i) act in conformity with each Fund's
Prospectus and Statement of Additional Information, the Investment Company
Act, the Investment Advisers Act of 1940 (the "Investment Advisers Act"),
the Internal Revenue Code (the "Code") and all other applicable federal and
state laws and regulations, as the same may from time to time be amended;
(ii) make investment decisions for each Fund in accordance with such Fund's
investment objective and policies as stated in such Fund's Prospectus and
Statement of Additional Information and with such written guidelines as
ACIM may from time to time provide to the Subadvisor; (iii) place purchase
and sale orders on behalf of the Funds; (iv) maintain books and records
with respect to the securities transactions of each Fund; and (v) furnish
the Funds' Board of Directors such periodic, regular and special reports
with respect to the Funds and its services hereunder as the Board may
reasonably request or as may be required by applicable law or regulation.

(b) In providing those services, the Subadvisor will supervise the Fund's
investments and conduct a continual program of investment, evaluation and,
if appropriate, sale and reinvestment of the Funds' assets. In addition,
the Subadvisor will furnish ACCP or ACIM whatever information, including
statistical data, ACCP or ACIM may reasonably request with respect to the
instruments that any Fund may hold or contemplate purchasing.

(c) The Subadvisor will at all times comply with the policies adopted by
the Funds' Board of Directors of which it has received written notice. Any
change to any such policies shall be approved by the Funds' Board of
Directors prior to the implementation of such change, and Subadvisor will
be given reasonable notice of the anticipated change.

(d) All cash, securities and other assets of the Funds shall be held at
all times by such entity or entities engaged by ACCP to be the custodian
(collectively, the "custodian") in compliance with Section 17(f) of the
Investment Company Act. The Subadvisor shall not be responsible for any
custody arrangements involving any assets of the Funds or for the payment
of any custodial charges or fees, nor shall the Subadvisor have possession
or custody of any such assets. All payments, distributions and other
transactions in cash, securities or other assets in respect of the Funds
shall be made directly to or from the custodian. ACIM shall provide, or
shall direct the custodian to provide, to the Subadvisor from time to time
such reports concerning assets, receipts and disbursements with respect to
the Funds as the Subadvisor

- ------
D-1

may request, including daily information on cash balances available for
investment, Fund redemption activity and market value of the securities
held by the Funds.

(e) ACIM acknowledges and agrees that the Subadvisor is not the Funds'
pricing agent, and is not responsible for pricing the securities held by
any Fund, however the Subadvisor will provide reasonable assistance to the
Funds' pricing agents in valuing securities held by each Fund for which
market quotations are not readily available.

(f) The Subadvisor makes no representations or warranties, express or
implied, that any level of performance or investment results will be
achieved by the Funds or that the Funds will perform comparably with any
standard, including any other clients of the Subadvisor or index.

(g) The Subadvisor will not consult with any other subadvisors of the
Funds or other subadvisors to a series under common control with any Fund
concerning transactions of the Funds in securities or other assets.

(h) The Subadvisor will not advise or act for the Funds in any legal
proceedings, including bankruptcies or class actions, involving securities
held in the Funds or issues of those securities, unless otherwise agreed.

(3) BROKERAGE.

(a) In executing transactions for the Funds and selecting brokers or
dealers, the Subadvisor will seek to obtain the best price and execution
available and shall execute or direct the execution of all such
transactions as permitted by law and in a manner that is consistent with
its fiduciary obligations to the Funds and its other clients. In assessing
the best price and execution available for any Fund transaction, the
Subadvisor will consider all factors it deems relevant including, but not
limited to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific
transaction and on a continuing basis. Consistent with this obligation,
when the execution and price offered by two or more brokers or dealers are
comparable, the Subadvisor may, at its discretion, execute transactions
with brokers and dealers who provide the Funds and/or other accounts over
which the Subadvisor exercises investment discretion with research advice
and other services, but in all instances best price and execution shall
control. The Subadvisor is authorized to place purchase and sale orders for
the Funds with brokers and/or dealers subject to the supervision of ACIM
and the Board of Directors of the Funds and in accordance with the
limitations set forth in the registration statement for the Fund shares
then in effect.

(b) On occasions when the Subadvisor deems the purchase or sale of a
security to be in the best interest of a Fund as well as one or more of its
other clients, the Subadvisor may to the extent permitted by applicable
law, but shall not be obligated to, aggregate the securities to be sold or
purchased with those of its other clients. In such event, allocation of the
securities so purchased or sold will be made by the Subadvisor in a manner
it considers to be equitable and consistent with its fiduciary obligations
to ACCP and to such other clients. ACIM recognizes that, in some cases,
this procedure may limit the size of the position that may be acquired or
sold for a Fund.

(4) INFORMATION PROVIDED TO ACCP.

(a) The Subadvisor will keep ACCP and ACIM informed of developments
materially affecting the Funds and will take initiative to furnish ACCP and
ACIM on at least a quarterly basis with whatever information the Subadvisor
and ACIM believe is appropriate for this purpose. Such regular quarterly
reports shall include information reasonably requested by the Funds' Board
of Directors from time to time.

(b) The Subadvisor will provide ACCP and ACIM with such investment
records, ledgers, accounting and statistical data, and other information as
ACCP and ACIM reasonably request for the preparation of registration
statements, periodic and other reports and other documents required by
federal and state laws and regulations, and particularly as may be required
for the periodic review, renewal, amendment or termination of this
Agreement, and such additional documents and information as ACCP and ACIM
may reasonably request for the management of their affairs. The Subadvisor
understands that the Funds and ACIM will rely on such information in the
preparation of the Funds' registration statements, the Funds' financial
statements, and any such reports, and hereby covenants that any such
information derived from the investment records, ledgers and accounting
records maintained by the Subadvisor shall be true and complete in all
material respects.

(c) At the request of the Board of Directors, a representative of the
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on each Fund's performance and such other matters as the
Board of Directors, the Subadvisor and ACIM believe is appropriate.

(d) The Subadvisor shall furnish to regulatory authorities any information
or reports in connection with such services as may be lawfully requested,
provided, however, that the Subadvisor shall not otherwise be responsible
for the preparation and filing of any other reports or statements
(including, without limitation, any tax returns or financial statements)
required of the Funds by any governmental or regulatory agency, except as
expressly agreed to in writing. The Subadvisor shall also, at ACCP's
request, certify to ACCP's independent auditors that sales or purchases
aggregated with those of other clients of the Subadvisor, as described in
Section 3 above, were allocated in a manner it considers to be equitable.

- ------
D-2

(e) In compliance with the requirements of the Investment Company Act, the
Subadvisor hereby agrees that all records that it maintains for the Funds
are the property of ACCP and further agrees to surrender to ACCP promptly
upon ACCP's written request any of such records. In addition, the
Subadvisor agrees to cooperate with ACCP and ACIM when either of them is
being examined by any regulatory authorities, and specifically agrees to
promptly comply with any request by such authorities to provide
information or records. The Subadvisor further agrees to preserve for
the periods of time prescribed by the Investment Company Act and the
Investment Advisers Act the records it maintains in accordance with
Section 2(a)(iv).

(f) ACIM will vote each Fund's investment securities in accordance with
its proxy voting policy and procedures. The Subadvisor shall not be
responsible for any such voting.

(g) In connection with the purchase and sale of securities of the Fund,
the Subadvisor shall arrange for the transmission to ACIM and the
custodian for the Fund on a daily basis such confirmation, trade tickets
and other documents as may be reasonably necessary to enable them to
perform their administrative responsibilities with respect to the Fund's
investment portfolio. With respect to portfolio securities to be
purchased or sold through the Depository Trust Company, the Subadvisor
shall arrange for the automatic transmission of the I.D. confirmation of
the trade to the custodian of the Fund. The Subadvisor will be
responsible for providing portfolio trades to the Fund's accounting agent
for inclusion in the daily calculation of the Fund's NAV in a manner,
and in accordance with such time requirements as ACIM and the Subadvisor
shall agree on. In the event trade data is not delivered by the
Subadvisor in accordance with such requirements and the Subadvisor's
failure causes an error that is material to the Fund, the subadvisor
shall reimburse the Fund pursuant to ACIM's NAV Error Policy.

(5) CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential in accordance with its policies and procedures to
protect similar confidential information, and with applicable law, all
information provided by a party to the others regarding such party's
business and operations, including without limitation the investment
activities, holdings, or identities of shareholders of the Funds. All
confidential information provided by a party hereto shall be used by any
other parties hereto solely for the purposes of rendering services pursuant
to this Agreement and, except as may be required in carrying out the terms
of this Agreement, shall not be disclosed to any third party without the
prior consent of such providing party. The foregoing shall not be
applicable to any information that is publicly available when provided or
which thereafter becomes publicly available other than in contravention of
this paragraph. The foregoing also shall not apply to any information which
is required to be disclosed by any regulatory authority in the lawful and
appropriate exercise of its jurisdiction over a party, by any auditor of
the parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation; provided, however, that the disclosing party
shall provide reasonable notice to the other parties hereto prior to any
such disclosure.

(6) COMPENSATION.

(a) In consideration of the services rendered pursuant to this Agreement,
ACIM will pay the Subadvisor a management fee, payable monthly in arrears
on the first business day of each month. The fee for the each month shall
equal the sum of the product of the "Applicable Fee" for each Fund as set
forth on Exhibit A attached hereto, times the net assets of such Fund on
that day, and further dividing that product by 365 (366 for leap years),
for each calendar day in such month.

(b) In the event that the Board of Directors of ACCP shall determine to
issue any additional series of shares for which it is proposed that the
Subadvisor serve as investment manager, and for which the Subadvisor
desires to so serve, ACIM and the Subadvisor shall amend Exhibit A to
this Agreement setting forth the name of the series, the Applicable Fee
and such other terms and conditions as are applicable to the management
of such series of shares.

(c) The Subadvisor shall have no right to obtain compensation directly
from any Fund or ACCP for services provided hereunder and agrees to look
solely to ACIM for payment of fees due. Upon termination of this
Agreement before the end of a month, or in the event the Agreement begins
after the beginning of the month, the fee for that month shall be
prorated according to the proportion that such period bears to the full
monthly period and shall be payable upon the date of termination of
this Agreement.

(7) EXPENSES. ACIM, ACCP, and the Funds shall assume and pay their
respective organizational, operational and business expenses not
specifically assumed or agreed to be paid by the Subadvisor pursuant to
this Agreement. The Subadvisor shall pay its own organizational,
operational and business expenses but shall not be obligated to pay any
expenses of ACIM, ACCP, and the Funds, including, without limitation: (a)
brokerage fees or commissions in connection with the execution of
securities transactions, (b) taxes and interest; and (c) custodian fees and
expenses.

- ------
D-3

(8) SERVICES TO OTHER COMPANIES OR ACCOUNTS. ACIM understands that the
Subadvisor or its affiliates may act as investment advisor to other clients
and ACIM has no objection to the Subadvisor so acting. In addition, ACIM
understands that the persons employed by the Subadvisor to assist in the
performance of the Subadvisor's duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit
or restrict the right of the Subadvisor or any affiliate of the Subadvisor
to engage in and devote time and attention to other business or to render
services of whatever kind or nature.

(9) TERM AND TERMINATION OF AGREEMENT.

(a) This Agreement shall become effective as of the date first written
above and shall continue until July 31, 2009, and shall continue
thereafter so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of ACCP or (ii) a vote of a
majority of the Fund's outstanding voting securities, provided that in
either event the continuance is also approved by a majority of the Board
of Directors who are not interested persons (as defined in the Investment
Company Act) of any party to this Agreement, by a vote cast at a meeting
called for the purpose of voting on such approval. The annual approvals
provided for herein shall be effective to continue this Agreement from
year to year if given within a period beginning not more than ninety
(90) days prior to July 31 of each applicable year, notwithstanding the
fact that more than three hundred sixty-five (365) days may have elapsed
since the date on which such approval was last given.

(b) This Agreement is terminable without penalty as to any Fund on 60
days' written notice by (i) the Board of Directors of ACCP, (ii) by vote
of holders of a majority of a Fund's shares, (iii) by ACIM, or (iv) by
the Subadvisor, and will terminate automatically upon any termination of
the investment management agreement between ACCP and ACIM. This
Agreement will terminate automatically in the event of its assignment.
The Subadvisor agrees to notify ACIM of any circumstances that might
result in this Agreement being deemed to be assigned.

(10) REPRESENTATIONS.

(a) ACIM and the Subadvisor each represents that it is registered as an
investment advisor under the Investment Advisers Act, that it will use
its reasonable best efforts to maintain such registration, and that it
will promptly notify the other if it ceases to be so registered, if its
registration is suspended for any reason, or if it is notified by any
regulatory organization or court of competent jurisdiction that it should
show cause why its registration should not be suspended or terminated.
ACIM and the Subadvisor each further represents that it is registered
under the laws of all jurisdictions in which the conduct of its
business hereunder requires such registration.

(b) ACIM represents and warrants that (i) the appointment of the
Subadvisor has been duly authorized; (ii) it has full power and authority
to execute and deliver this Agreement and to perform the services
contemplated hereunder, and such execution, delivery and performance will
not cause it to be in violation of its Articles of Incorporation, Bylaws,
or any material laws; and (iii) it has received a copy of Part II of the
Subadvisor's Form ADV no less than 48 hours prior to entering into this
Agreement.

(c) The Subadvisor represents and warrants that (i) its service as
subadvisor hereunder has been duly authorized; (ii) it has full power and
authority to execute and deliver this Agreement and to perform the
services contemplated hereunder, and such execution, delivery and
performance will not cause it to be in violation of its organizational
documents, its Bylaws or material laws; (iii) it will at all times in
the performance of its duties hereunder comply in all material respects
with the provisions of the Investment Company Act, the Investment
Advisers Act, the Code and all other applicable federal and state laws
and regulations, as the same may be amended from time to time; and (iv)
it has all controls necessary to perform its obligations under and
comply with the representations and warranties it made in this Agreement.

(11) AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.

(12) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.

(13) INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Subadvisor is and shall be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act
for or represent ACCP or ACIM in any way, or otherwise be deemed to be an
agent of ACCP or ACIM.

(14) SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statue, rule or similar authority, the
remainder of this Agreement shall not be affected thereby.

(15) NOTICES. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or sent by
telex, telecopy, express delivery or registered or certified mail, postage
prepaid, return receipt requested, to the party or parties to whom they are
directed at the following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.

- ------
D-4

To the Subadvisor:

The Northern Trust Company
50 South LaSalle Street, M-9
Chicago, Illinois 60675
Attention: Legal Department

To ACIM:

American Century Investments
4500 Main Street
Kansas City, Missouri 64111
Attention: General Counsel

Any notice, demand or other communication given in a manner prescribed in this
Section shall be deemed to have been delivered on receipt.

(16) DISCLOSURE. ACIM shall not, without the prior written consent of the
Subadvisor, make representations regarding or reference the Subadvisor or
any affiliates in any disclosure document, advertisement, sales literature
or other promotional materials; provided, however, the Subadvisor need not
review or consent to any reference to its name only or any language that
it has previously approved for use in another document.

(17) LIABILITY OF SUBADVISOR.

(a) The Subadvisor shall not be liable for any loss due solely to a
mistake of investment judgment, but shall be liable for any loss which is
incurred by reason of an act or omission of its employee, partner,
director or affiliate, if such act or omission involves willful
misfeasance, bad faith or gross negligence, or breach of its duties or
obligations hereunder, whether express or implied. Nothing in this
paragraph shall be deemed a limitation or waiver of any obligation or
duty that may not by law be limited or waived.

(b) The Subadvisor shall not be liable for any failure, delay or
interruption in the performance of its obligations hereunder if such
failure, delay or interruption results from the occurrence of any acts,
events or circumstances beyond the Subadvisor's reasonable control, and
the Subadvisor shall have no responsibility of any kind for any loss or
damage thereby incurred or suffered by ACIM or ACCP. In such case, the
terms of this Agreement shall continue in full force and effect and the
Subadvisor obligations shall be performed or carried out as soon as
legally and practicably possible after the cessation of such acts,
events or circumstances.

- ------
D-5

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first written
above.

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

By:-----------------------------------------

Name:---------------------------------------

Title:--------------------------------------

NORTHERN TRUST INVESTMENTS, N.A.

By:-----------------------------------------

Name:---------------------------------------

Title:--------------------------------------

- ------
D-6

EXHIBIT A TO INVESTMENT SUBADVISORY AGREEMENT

FUNDS AND APPLICABLE FEES

Fund Applicable Fee
- ---------------------------------- -------------------------------------
American Century Equity Index Fund 0.02% of the first $500,000,000
0.01% on all assets over $500,000,000

- ------
D-7

EXHIBIT E

AMERICAN CENTURY FUNDS
CHARTER OF THE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS

ORGANIZATION

* The Committee shall consist of at least three independent directors,
including a chair and such other independent directors as the Board shall
appoint. An "independent director" is a director who meets the definition of
"independence" as set forth under applicable laws and regulations, and who is
otherwise independent as determined by the Board.

STATEMENT OF PURPOSE

* The purpose of the Committee shall be to identify individuals qualified to
become members of the Board; recommend to the Board such qualified individuals
to be elected to the Board to fill any vacancies; to review and assess the
adequacy of the Board's ongoing adherence to industry corporate governance
best practices and make recommendations as to any appropriate changes; and
handle other matters as the Board or the Committee chair deems appropriate.

DUTIES AND POWERS

* The Committee shall develop criteria to identify and evaluate prospective
candidates for the Board.

* The Committee shall recommend to the Board potential nominees to the
Board, and the renomination of incumbent directors as appropriate.

* The Committee shall nominate the Chair of the Board, the Vice Chair, and
all other officers.

* The Committee shall recommend to the Board the annual compensation of the
members of the Board.

* The Committee shall oversee an evaluation by members of the Board of the
service of members of the Board, including a self-evaluation by each member
of the Board of his or her service on the Board and evaluation of
Board/Management effectiveness.

* The Committee shall periodically evaluate the governance practices of the
Board and its committees, and review and assess the adequacy of the Board's
adherence to industry corporate governance best practices.

* The Committee shall recommend to the Board the membership composition of
Board committees, including the Chair and members of each committee.

* The Committee shall have the authority to retain such outside counsel,
experts, and other advisors as it determines appropriate to assist it in the
full performance of its functions.

* The Committee shall meet as often as it may be deemed necessary or
appropriate in its judgment, either in person or telephonically, and at such
times and places as the Committee shall determine; provided, however, that the
Committee shall meet no less than two times per year in the discharge of its
duties. The Committee shall meet in executive session, without management
present, at least once per year. The Committee shall make regular reports to the
Board on its activities.

* The Committee shall recommend policies for Board approval and review them
periodically.

- ------
E-1

NOTES

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

SH-BKT-53265 0704

EZVOTE(SM) CONSOLIDATED PROXY CARD

THIS FORM IS YOUR EZVOTE CONSOLIDATED PROXY. IT REFLECTS ALL
OF YOUR ACCOUNTS REGISTERED TO THE SAME SOCIAL SECURITY OR
TAX I.D. NUMBER AT THIS ADDRESS. BY VOTING AND SIGNING THE
CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE
ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE
OF THE FORM.

AMERICAN CENTURY FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27, 2007

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC. * AMERICAN CENTURY CAPITAL
PORTFOLIOS, INC. AMERICAN CENTURY GROWTH FUNDS, INC. * AMERICAN CENTURY MUTUAL
FUNDS, INC. AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC. * AMERICAN
CENTURY WORLD MUTUAL FUNDS, INC.

The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO
CHOICE IS INDICATED AS TO AN ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON
SUCH MATTER. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE
NOMINEES THERETO.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

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| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

Please sign this proxy exactly as your name appears on the
books of the Corporation. Joint owners should each sign
personally. Trustees and other fiduciaries should indicate
the capacity in which they sign, and where more than one
name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should
state his or her title.

KC EZ - DM

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS

- ------------------------------------------ ------------------------------------- -------------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
Consolidated Proxy Card at hand. | the Consolidated Proxy Card at | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | hand. | reverse side.
3) Follow the simple instructions. | 2) Log on to www.proxyweb.com | 3) Sign and date the Consolidated Proxy
| 3) Follow the simple instructions. | Card.
| | 4) Return the Proxy Card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -------------------------------------------

IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.

INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages,
if necessary) you will find individual ballots, one for each
of your accounts. If you would wish to vote each of these
accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the
form at the perforation above and return the individual
ballots portion only.

NOTE: IF YOU CHOOSE TO VOTE EACH ACCOUNT SEPARATELY, DO NOT
RETURN THE CONSOLIDATED PROXY CARD ABOVE.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

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| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

KC IND - DM

EZVOTE(SM) CONSOLIDATED PROXY CARD

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposal(s) listed below and recommended that
shareholders vote "for" the proposal(s).

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

1. TO ELECT THE FOLLOWING NOMINEES TO THE BOARD OF DIRECTORS. FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
(01) James E. Stowers, Jr., (02) Jonathan S. Thomas,
(03) Thomas A. Brown, (04) Andrea C. Hall, | | | | | |
(05) James A. Olson, (06) Donald H. Pratt,
(07) Gale E. Sayers, (08) M. Jeannine Strandjord, and
(09) Timothy S. Webster

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

2. FOR ADVISOR CLASS SHAREHOLDERS OF THE FOLLOWING FUNDS ONLY: FOR AGAINST ABSTAIN

Equity Income, Large Company Value, Mid Cap Value, Real
Estate, Small Cap Value, Value, Legacy Large Cap, Legacy
Focused Large Cap, Legacy Multi Cap, Balanced, Capital
Value, Growth, Heritage, Select, Ultra, Vista, Strategic
Allocation: Conservative, Strategic Allocation: Moderate,
Strategic Allocation: Aggressive, Emerging Markets, Global
Growth, International Discovery, International Growth, Life
Sciences and Technology:

To approve a change in the fee structure of the Advisor Class. | | | | | |

3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | |
investment objective of American Century Real Estate Fund.

4. EQUITY INDEX FUND ONLY: To approve a new subadvisory | | | | | |
agreement between Northern Trust Investments, N.A. and
American Century Investment Management, Inc., pertaining to
the management of American Century Equity Index Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KC EZ - DM

IF VOTING THE CONSOLIDATED PROXY CARD DO NOT SIGN, DATE OR RETURN THE INDIVIDUAL BALLOTS

INDIVIDUAL BALLOTS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW.

- -------------------------------------------------------------------------------------------------------
FOR WITHHOLD FOR ALL
1. Election of Directors. ALL ALL EXCEPT*
(See Nominee list on consolidated ballot.)
*EXCEPT | | | | | |
-----------------------------------------
FOR AGAINST ABSTAIN

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

4. EQUITY INDEX FUND ONLY: To approve a new subadvisory agreement. | | | | | |
- -------------------------------------------------------------------------------------------------------
FOR WITHHOLD FOR ALL
1. Election of Directors. ALL ALL EXCEPT*
(See Nominee list on consolidated ballot.)
*EXCEPT | | | | | |
-----------------------------------------
FOR AGAINST ABSTAIN

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

4. EQUITY INDEX FUND ONLY: To approve a new subadvisory agreement. | | | | | |
- -------------------------------------------------------------------------------------------------------

KC EZ - DM

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

INDIVIDUAL FORMS
NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT, DO NOT VOTE THE INDIVIDUAL
BALLOTS BELOW.

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

4. EQUITY INDEX FUND ONLY: To approve a new subadvisory agreement. | | | | | |
- -------------------------------------------------------------------------------------------------------

KNOW ALL PERSONS BY THESE PRESENTS that the shareholder of the referenced Fund
(the "Fund") hereby appoints each of Charles A. Etherington, David H.
Reinmiller, Brian L. Brogan, Otis H. Cowan and Janet A. Nash, collectively or
individually, as his or her attorney-in-fact and proxy, with the power of
substitution of each, to vote and act with respect to all shares of the Fund,
which the shareholder is entitled to vote at the Special Meeting of Shareholders
(the "Meeting") to be held on June 27, 2007 at the principal executive offices
of the Corporation at 4500 Main Street, Kansas City, Missouri 64111, at 10:00
a.m. Central Time, and at any adjournment thereof.

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

2. ADVISOR CLASS ONLY: To approve a change in the fee structure. | | | | | |

4. EQUITY INDEX FUND ONLY: To approve a new subadvisory agreement. | | | | | |
- -------------------------------------------------------------------------------------------------------

- ------------------------------------------ ------------------------------------- -------------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
proxy card below at hand. | the proxy card at hand. | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | 2) Log on to www.proxyweb.com | proxy card on the reverse side.
3) Follow the simple instructions. | 3) Follow the simple instructions. | 3) Sign and date the proxy card.
| | 4) Return the proxy card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -------------------------------------------

AMERICAN CENTURY FUNDS

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND NAME PRINTS HERE]

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

KC 14A - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposal(s) listed below and recommended that
shareholders vote "for" the proposal(s).

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

2. FOR ADVISOR CLASS SHAREHOLDERS OF THE FOLLOWING FUNDS ONLY: FOR AGAINST ABSTAIN

Equity Income, Large Company Value, Mid Cap Value, Real Estate,
Small Cap Value, Value, Legacy Large Cap, Legacy Focused Large
Cap, Legacy Multi Cap, Balanced, Capital Value, Growth, Heritage,
Select, Ultra, Vista, Strategic Allocation: Conservative,
Strategic Allocation: Moderate, Strategic Allocation: Aggressive,
Emerging Markets, Global Growth, International Discovery,
International Growth, Life Sciences and Technology:

To approve a change in the fee structure of the Advisor Class. | | | | | |

3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | |
investment objective of American Century Real Estate Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS
POSSIBLE.

KC 14A - DM

- ------------------------------------------ ------------------------------------- -------------------------------------------
TO VOTE BY TELEPHONE | TO VOTE BY INTERNET | TO VOTE BY MAIL
| |
1) Read the Proxy Statement and have the | 1) Read the Proxy Statement and have| 1) Read the Proxy Statement.
proxy card below at hand. | the proxy card at hand. | 2) Check the appropriate boxes on the
2) Call toll-free 1-888-221-0697 | 2) Log on to www.proxyweb.com | proxy card on the reverse side.
3) Follow the simple instructions. | 3) Follow the simple instructions. | 3) Sign and date the proxy card.
| | 4) Return the proxy card in the envelope
| | provided.
- ------------------------------------------ ------------------------------------- -------------------------------------------

AMERICAN CENTURY FUNDS

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

PROXY FOR SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND NAME PRINTS HERE]

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of the
above-referenced Fund (the "Fund") hereby appoints each of Charles A.
Etherington, David H. Reinmiller, Brian L. Brogan, Otis H. Cowan and Janet A.
Nash, collectively or individually, as his or her attorney-in-fact and proxy,
with the power of substitution of each, to vote and act with respect to all
shares of the Fund, which the undersigned is entitled to vote at the Special
Meetings of Shareholders (the "Meetings") to be held on June 27, 2007 at the
principal executive offices of the Corporation at 4500 Main Street, Kansas City,
Missouri 64111, at 10:00 a.m. and 11:00 a.m. Central Time, and at any
adjournments thereof. This is a combined proxy card for the enclosed proxy
statement and proxy statement/prospectus. The attorneys named will vote the
shares represented by this proxy in accordance with the choices made on this
ballot. IF THE PROXY IS PROPERLY EXECUTED BUT NO CHOICE IS INDICATED AS TO AN
ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON SUCH MATTER. DISCRETIONARY
AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE NOMINEES THERETO.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

KCN14/14A - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF DIRECTORS: MEETING TO BE HELD AT 10:00 A.M. FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
1. To elect the following nominees to the Board of Directors.
(01) James E. Stowers, Jr., (02) Jonathan S. Thomas, | | | | | |
(03) Thomas A. Brown, (04) Andrea C. Hall,
(05) James A. Olson, (06) Donald H. Pratt,
(07) Gale E. Sayers, (08) M. Jeannine Strandjord, and
(09) Timothy S. Webster

-------------------------------------------------------
* To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

1. To approve the reclassification of the A Class shares of the | | | | | |
American Century Select Fund, a series of American Century
Mutual Funds, Inc., whereby all of the A Class shares will
be reclassified as Advisor Class shares of the American
Century Select Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN1 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

2. To approve the reclassification of the C Class shares of the | | | | | |
American Century Growth Fund, a series of American Century
Mutual Funds, Inc., whereby all of the C Class shares will
be reclassified as Advisor Class shares of the American
Century Growth Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN2 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF DIRECTORS: MEETING TO BE HELD AT 10:00 A.M. FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
1. To elect the following nominees to the Board of Directors.
| | | | | |
(01) James E. Stowers, Jr., (02) Jonathan S. Thomas,
(03) Thomas A. Brown, (04) Andrea C. Hall,
(05) James A. Olson, (06) Donald H. Pratt,
(07) Gale E. Sayers, (08) M. Jeannine Strandjord, and
(09) Timothy S. Webster

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

3. To approve the reclassification of the C Class shares of the | | | | | |
American Century Vista Fund, a series of American Century
Mutual Funds, Inc., whereby all of the C Class shares will
be reclassified as Advisor Class shares of the American
Century Vista Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN3 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF DIRECTORS AND CHANGE IN ADVISOR CLASS FEE FOR WITHHOLD FOR ALL
STRUCTURE: MEETING TO BE HELD AT 10:00 A.M. ALL ALL EXCEPT*

1. To elect the following nominees to the Board of Directors. | | | | | |

(01) James E. Stowers, Jr., (02) Jonathan S. Thomas,
(03) Thomas A. Brown, (04) Andrea C. Hall,
(05) James A. Olson, (06) Donald H. Pratt,
(07) Gale E. Sayers, (08) M. Jeannine Strandjord, and
(09) Timothy S. Webster

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

FOR AGAINST ABSTAIN
2. ADVISOR CLASS FEE STRUCTURE: To approve a change in the
fee structure of the Advisor Class. | | | | | |

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M.

4. To approve the reclassification of the Advisor Class | | | | | |
shares of American Century Balanced Fund, a series of
American Century Mutual Funds, Inc., whereby all of the
Advisor Class shares will be reclassified as Investor
Class shares of the American Century Balanced Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN4 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

5. To approve the reclassification of the A Class shares | | | | | |
of the American Century Global Growth Fund, a series of
American Century World Mutual Funds, Inc., whereby all
of the A Class shares will be reclassified as Advisor
Class shares of the American Century Global Growth
Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN5 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

6. To approve the reclassification of the A Class shares | | | | | |
of the American Century International Growth Fund, a
series of American Century World Mutual Funds, Inc.,
whereby all of the A Class shares will be reclassified
as Advisor Class shares of the American Century
International Growth Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN6 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF DIRECTORS AND CHANGE IN ADVISOR CLASS FEE FOR WITHHOLD FOR ALL
STRUCTURE: MEETING TO BE HELD AT 10:00 A.M. ALL ALL EXCEPT*

1. To elect the following nominees to the Board of Directors. | | | | | |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

FOR AGAINST ABSTAIN
2. ADVISOR CLASS FEE STRUCTURE: To approve a change in the fee
structure of the Advisor Class. | | | | | |

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M.

7. To approve the reclassification of the Advisor Class | | | | | |
shares of American Century Technology Fund, a series of
American Century World Mutual Funds, Inc., whereby all
of the Advisor Class shares will be reclassified s
Investor Class shares of the American Century
Technology Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN7 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

A. ELECTION OF DIRECTORS AND CHANGE IN ADVISOR CLASS FEE FOR WITHHOLD FOR ALL
STRUCTURE: MEETING TO BE HELD AT 10:00 A.M. ALL ALL EXCEPT*

1. To elect the following nominees to the Board of Directors. | | | | | |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

FOR AGAINST ABSTAIN
2. ADVISOR CLASS FEE STRUCTURE: To approve a change in the
fee structure of the Advisor Class. | | | | | |

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M.

8. To approve the reclassification of the Advisor Class | | | | | |
shares of American Century Life Sciences Fund, a series
of American Century World Mutual Funds, Inc., whereby
all of the Advisor Class shares will be reclassified as
Investor Class shares of the American Century Life
Sciences Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN8 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

9. To approve the reclassification of the C Class shares | | | | | |
of the American Century Life Sciences Fund, a series of
American Century World Mutual Funds, Inc., whereby all
of the C Class shares will be reclassified as Investor
Class shares of the American Century Life Sciences
Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN9 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

10. To approve the reclassification of the A Class shares | | | | | |
of the American Century Strategic Allocation:
Conservative Fund, a series of American Century
Strategic Asset Allocations, Inc., whereby all of the A
Class shares will be reclassified as Advisor Class
shares of the American Century Strategic Allocation:
Conservative Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN10 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

11. To approve the reclassification of the A Class shares | | | | | |
of the American Century Strategic Allocation: Moderate
Fund, a series of American Century Strategic Asset
Allocations, Inc., whereby all of the A Class shares
will be reclassified as Advisor Class shares of the
American Century Strategic Allocation: Moderate Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN11 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

12. To approve the reclassification of the A Class shares | | | | | |
of the American Century Strategic Allocation:
Aggressive Fund, a series of American Century Strategic
Asset Allocations, Inc., whereby all of the A Class
shares will be reclassified as Advisor Class shares of
the American Century Strategic Allocation: Aggressive
Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN12 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

13. To approve the reclassification of the A Class shares | | | | | |
of the American Century Large Company Value Fund, a
series of American Century Capital Portfolios, Inc.,
whereby all of the A Class shares will be reclassified
as Advisor Class shares of the American Century Large
Company Value Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN13 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

14. To approve the reclassification of the A Class shares | | | | | |
of the American Century Value Fund, a series of
American Century Capital Portfolios, Inc.; whereby all
of the A Class shares will be reclassified as Advisor
Class shares of the American Century Value Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN14 - DM

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposals listed below and recommended that
shareholders vote "for" the proposals.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

B. PROPOSED RECLASSIFICATION: MEETING TO BE HELD AT 11:00 A.M. FOR AGAINST ABSTAIN

15. To approve the reclassification of the C Class shares | | | | | |
of the American Century Small Cap Value Fund, a series
of American Century Capital Portfolios, Inc., whereby
all of the C Class shares will be reclassified as
Advisor Class shares of the American Century Small Cap
Value Fund.

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

KN15 - DM

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2007

[FUND/INSURANCE CO NAME PRINTS HERE]

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholder of American
Century Variable Portfolios, Inc. (the "Corporation"), hereby appoints each of
Charles A. Etherington, David H. Reinmiller, Brian L. Brogan, Otis H. Cowan and
Janet A. Nash, collectively or individually, as his or her attorney-in-fact and
proxy, with the power of substitution of each, to vote and act with respect to
all shares of the Corporation, which the undersigned is entitled to vote at the
Special Meeting of Shareholders (the "Meeting") to be held on June 27, 2007 at
the principal executive offices of the Corporation at 4500 Main Street, Kansas
City, Missouri 64111, at 10:00 a.m. Central Time, and at any adjournment
thereof.

Please complete, sign and return
this card as soon as possible.

Dated
-----------------------------------

----------------------------------------------------------
| |
| |
| |
| |
----------------------------------------------------------
Signature(s) and Title(s), if applicable (SIGN IN THE BOX)

AC KC PRY (SC)

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL.
PLEASE DO NOT USE FINE POINT PENS. | X |

After careful consideration, the Board of Directors of the Corporation
unanimously approved the proposal listed below and recommended that shareholders
vote "for" the proposal.

-------------------------------------------------------
*To withhold authority to vote for any individual
nominee(s), write the number(s) of the Nominee(s) above:

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE.

AC KC PRY (SC)

-----END PRIVACY-ENHANCED MESSAGE-----