Proposal 1, the election of the ~~Directors,~~Nominees, 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~~voting together as a single class ~~and~~that includes the ~~voting power~~votes of the shares of each Fund that is a series of that Issuer, will vote separately for the election of the Nominees to that Issuer’s Board. The election of any Nominee by the shareholders 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~~contingent upon the ~~total expense ratio~~election 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 DATE CURRENT CURRENT ADVISORY ADVISORY AGREEMENT AGREEMENT LAST SUBMITTED PURPOSE OF LAST FUND DATE TO SHAREHOLDERS SUBMISSION TO SHAREHOLDERS - -------------------------------------------------------------------------------- Strategic 8/1/2006 7/30/1997 Consolidation of Allocation: Management Agreements Conservative by Issuer - -------------------------------------------------------------------------------- Strategic 8/1/2006 7/30/1997 Consolidation of Allocation: Management Agreements Moderate by Issuer - -------------------------------------------------------------------------------- Strategic 8/1/2006 7/30/1997 Consolidation of Allocation: Management Agreements Aggressive by Issuer - -------------------------------------------------------------------------------- Emerging 8/1/2006 7/30/1997 Consolidation of Markets Management Agreements by Issuer - -------------------------------------------------------------------------------- Global 8/1/2006 11/30/1998 Initial shareholder consent Growth - -------------------------------------------------------------------------------- International 8/1/2006 7/30/1997 Approval of fee change Discovery - -------------------------------------------------------------------------------- International 8/1/2006 7/30/1997 Approval of fee change Growth - -------------------------------------------------------------------------------- Life Sciences 8/1/2006 6/30/2000 Initial shareholder consent - -------------------------------------------------------------------------------- Technology 8/1/2006 6/30/2000 Initial shareholder consent - -------------------------------------------------------------------------------- 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. 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 - ----------------------------------------------------------------------------------------- Equity $6,575,479 $8,848,950 $2,273,471 $4,546,942 $2,273,471 ($2,273,471) $0 Income 34.57% - ----------------------------------------------------------------------------------------- Large $882,830 $1,260,195 $377,365 $754,730 $377,365 ($377,365) $0 Company Value 42.74% - ----------------------------------------------------------------------------------------- Mid Cap $25,114 $33,485 $8,371 $16,742 $8,371 ($8,371) $0 Value 33.33% - ----------------------------------------------------------------------------------------- Real $2,092,355 $2,675,475 $583,120 $1,166,240 $583,120 ($583,120) $0 Estate 27.87% - ----------------------------------------------------------------------------------------- Small $4,059,299 $5,074,939 $1,015,640 $2,031,280 $1,015,640 ($1,015,640) $0 Cap Value 25.02% - ----------------------------------------------------------------------------------------- - ------ 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 EFFECTIVE MANAGEMENT FEE (AS A PERCENTAGE ACTUAL OF AVERAGE SUB- YTD AVERAGE MANAGEMENT DAILY NET FUND ADVISOR NET ASSETS FEE ASSETS) - -------------------------------------------------------------------------------- The following fund is managed pursuant to a similar investment strategy as Ultra. - -------------------------------------------------------------------------------- VALIC Ultra Fund ACIM $647,931,776 $3,376,635 0.521% - -------------------------------------------------------------------------------- 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 approvedNominee by shareholders of any other Issuer.

Meetings 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

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- LIVESTRONG Income Portfolio - -------------------------------------------------------------------------------- Investor Class The Chase Manhattan 7% 0% Bank NA TR Hitachi Employee 401K Ret Plan Trust New York, New York - -------------------------------------------------------------------------------- Institutional Class JPMorgan Chase 34% 0% Bank Trustee Taylor Companies 401K and Profit Sharing Plans Kansas City, Missouri 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 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- LIVESTRONG 2015 Portfolio - -------------------------------------------------------------------------------- Investor Class The Chase Manhattan 7% 0% Bank NA TR Hitachi Employee 401K Ret Plan Trust New York, New York - -------------------------------------------------------------------------------- Institutional Class JPMorgan Chase Bank Trustee 37% 0% FBO United Business Media 401K Plan Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-2 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- LIVESTRONG 2025 Portfolio - -------------------------------------------------------------------------------- Institutional Class JPMorgan Chase Bank Trustee 56% 0% Taylor Companies 401K and Profit Sharing Plans Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-3 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- LIVESTRONG 2035 Portfolio - -------------------------------------------------------------------------------- Institutional Class Trustees of American 38% 0% Century P/S & 401K Savings Plan & Trust Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-4 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- LIVESTRONG 2045 Portfolio - -------------------------------------------------------------------------------- Investor Class The Chase Manhattan 10% 0% Bank NA TR Hitachi Employee 401K Ret Plan Trust New York, New York 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 - -------------------------------------------------------------------------------- (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-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. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Equity Income - -------------------------------------------------------------------------------- Investor Class Charles Schwab & Co., Inc. 22% 0% San Francisco, California 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 - -------------------------------------------------------------------------------- (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-6 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Equity Income - -------------------------------------------------------------------------------- C Class None - -------------------------------------------------------------------------------- R Class ING Life Insurance 35% 0% and Annuity Co. Hartford, Connecticut 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 - -------------------------------------------------------------------------------- (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-7 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Large Company Value - -------------------------------------------------------------------------------- Institutional Class American Century Investment 19% 0% Saxon & Co. Philadelphia, Pennsylvania 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 - -------------------------------------------------------------------------------- (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-8 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Large Company Value - -------------------------------------------------------------------------------- Advisor Class American Century Serv. Corp. 8% 0% Schwab Aggressive Large Co. Value Advisor Omnibus Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-9 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- NT Large Company Value - -------------------------------------------------------------------------------- Institutional Class American Century Serv Port 35% 35% LIVESTRONG(TM) 2025 Portfolio NT Large Company Value Omnibus Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-10 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Real Estate - -------------------------------------------------------------------------------- Investor Class Charles Schwab & Co., Inc. 11% 0% San Francisco, California 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 - -------------------------------------------------------------------------------- (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-11 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Small Cap Value - -------------------------------------------------------------------------------- C Class None - -------------------------------------------------------------------------------- Advisor Class Nationwide Trust 25% 0% Company FSB Columbus, Ohio 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 - -------------------------------------------------------------------------------- (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-12 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Value - -------------------------------------------------------------------------------- R Class Trustlynx & Co. 70% 0% Denver, Colorado 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. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Legacy Focused Large Cap - -------------------------------------------------------------------------------- Investor Class Harold S. Bradley and Kathryn 17% 17% Andrasik-Bradley JT WROS Leawood, Kansas 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 - -------------------------------------------------------------------------------- (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-13 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Legacy Large Cap - -------------------------------------------------------------------------------- Investor Class American Century Investment 19% 19% Management, Inc. Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-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 - -------------------------------------------------------------------------------- (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-15 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Capital Growth - -------------------------------------------------------------------------------- B Class American Century Investment 38% 38% Management, Inc. Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-16 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Fundamental Equity - -------------------------------------------------------------------------------- Institutional Class Mori & Co 87% 0% Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-17 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Growth - -------------------------------------------------------------------------------- R Class ING Life Insurance 80% 0% and Annuity Co Hartford, Connecticut 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 - -------------------------------------------------------------------------------- (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-18 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Mid Cap Growth - -------------------------------------------------------------------------------- Institutional Class Northwestern Mutual Life 58% 0% Milwaukee, Wisconsin 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 - -------------------------------------------------------------------------------- (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-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 - -------------------------------------------------------------------------------- (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-20 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Select - -------------------------------------------------------------------------------- Investor Class None - -------------------------------------------------------------------------------- Institutional Class Northwestern Mutual Life 53% 0% Milwaukee, Wisconsin 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 - -------------------------------------------------------------------------------- (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-21 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Small Cap Growth - -------------------------------------------------------------------------------- Institutional Class Patterson & Co Omnibus 62% 0% Cash/Cash Charlotte, North Carolina 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 - -------------------------------------------------------------------------------- (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-22 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Ultra - -------------------------------------------------------------------------------- R Class ING Life Insurance 34% 0% and Annuity Co. Hartford, Connecticut 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 - -------------------------------------------------------------------------------- (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-23 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Vista - -------------------------------------------------------------------------------- Institutional Class Trustees of American 16% 0% Century P/S and 401K Savings Plan and Trust Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-24 AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Strategic Allocation: Conservative - -------------------------------------------------------------------------------- Investor Class JPMorgan Chase Bank Trustee 7% 0% Andersen Corporation Employees 401k Plan Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-25 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Strategic Allocation: Moderate - -------------------------------------------------------------------------------- Institutional Class State Street Corp Trustee 26% 0% FBO Hallmark Cards Inc Westwood, Massachusetts 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 - -------------------------------------------------------------------------------- (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-26 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Strategic Allocation: Moderate - -------------------------------------------------------------------------------- Advisor Class Saxon and Co. 32% 0% Philadelphia, Pennsylvania 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 - -------------------------------------------------------------------------------- (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-27 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Strategic Allocation: Aggressive - -------------------------------------------------------------------------------- A Class Charles Schwab & Co., Inc. 57% 0% San Francisco, California - -------------------------------------------------------------------------------- B Class None - -------------------------------------------------------------------------------- C Class M L P F & S Inc. 15% 0% Jacksonville, Florida - -------------------------------------------------------------------------------- R Class Pediatric Dentistry PC PS TR 34% 0% 401K Dale S. Hibbert Salt Lake, Utah 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 - -------------------------------------------------------------------------------- (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-28 AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- VP Balanced - -------------------------------------------------------------------------------- Class I Nationwide Insurance Company 40% 0% Columbus, Ohio 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 - -------------------------------------------------------------------------------- (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-29 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- VP International - -------------------------------------------------------------------------------- Class II IDS Life Insurance Company 83% 0% Minneapolis, Minnesota 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 - -------------------------------------------------------------------------------- (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-30 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- VP Ultra - -------------------------------------------------------------------------------- Class II IDS Life Insurance Company 42% 0% Minneapolis, Minnesota 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 - -------------------------------------------------------------------------------- (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-31 AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Emerging Markets - -------------------------------------------------------------------------------- Investor Class None - -------------------------------------------------------------------------------- Institutional Class 1999 Irrevocable US 53% 0% Annuity & Gif c/o Henry Fett St. Louis, Missouri 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 - -------------------------------------------------------------------------------- (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-32 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Global Growth - -------------------------------------------------------------------------------- A Class Charles Schwab & Co Inc. 71% 0% San Francisco, California 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 - -------------------------------------------------------------------------------- (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-33 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- International Discovery - -------------------------------------------------------------------------------- Advisor Class Saxon & Co 80% 0% FBO Vested Interest Philadelphia, Pennsylvania 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 - -------------------------------------------------------------------------------- (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-34 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- International Growth - -------------------------------------------------------------------------------- Advisor Class State Street Bank 33% 0% FBO ADP Daily Val North Quincy, Massachusetts 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 - -------------------------------------------------------------------------------- (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-35 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- International Value - -------------------------------------------------------------------------------- C Class American Enterprise 44% 0% Investment Svcs Minneapolis, Minnesota 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 - -------------------------------------------------------------------------------- (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-36 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- NT Emerging Markets - -------------------------------------------------------------------------------- Institutional Class American Century Serv Port 34% 34% LIVESTRONG 2025 Portfolio NT Emerging Markets Omnibus Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-37 PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING FUND/ SHARES OWNED SHARES OWNED CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) - -------------------------------------------------------------------------------- Technology - -------------------------------------------------------------------------------- Institutional Class Trustees of American Century 88% 0% P/S & 401K Savings Plan & Trust Kansas City, Missouri 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 - -------------------------------------------------------------------------------- (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-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

The Committee will be comprised of all independent directors on 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 whichBoard. An “independent director” is a ~~series~~director who is not an “interested person” as such term is defined in section 2(a)(19) 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 *

SIGNIFICANT SHAREHOLDERS - ------------------------------------------ ------------------------------------- ------------------------------------------- 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 ----------------------------------- ---------------------------------------------------------- | | | | | | | | ---------------------------------------------------------- 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 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. - ------------------------------------------------------------------------------------------------------- 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. 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. - ------------------------------------------------------------------------------------------------------- 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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. | | | | | | 3. REAL ESTATE FUND ONLY: To approve an amendment to the | | | | | | investment objective. 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 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. PROXY FOR SPECIAL MEETING 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 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. 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) 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 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 | 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 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) 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. 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 | 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 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 | 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 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 | 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 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. | | | | | | (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. 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. | | | | | | (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. 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 | 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 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 | 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 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 | 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 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 | 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 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 | 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 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 | 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 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 | 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 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. 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) 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. 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. 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: YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THIS CARD AS SOON AS POSSIBLE. AC KC PRY (SC)



¨	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 Materials Pursuant to §240.14a-12



x	No Fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:



Q.	What am I being asked to vote on?
A.	Shareholders of each of the Issuers listed above are being asked to approve the election of four nominated Directors (each a “Nominee” and collectively the “Nominees”) to the Board of Directors of each Issuer.
Q.	When will the special meeting be held? Who can vote?
A.	The special meeting (the “Meeting”) will be held on October 18, 2017, at 10:00 a.m. Central time at American Century Investments’ office at 4500 Main Street, Kansas City, Missouri, 64111. Please note, the Meeting is being held solely for the purpose of voting for the election of directors. No presentations about the Issuers’ funds (each a “Fund” and collectively the “Funds”) are planned. If you owned shares of one of the Funds at the close of business on July 28, 2017, 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.	Why am I being asked to elect the Nominees to the Boards?
A.	Under the Investment Company Act of 1940, the Boards of Directors (the “Boards”) are allowed to appoint new Board members to fill vacancies so long as immediately after such appointment, at least two-thirds of the directors have been elected by shareholders. Five of the eight current Directors of each Issuer have been elected by shareholders. The three Directors that have not been elected by shareholders were previously appointed by the Boards. Due to director retirements, fewer than two-thirds of the current Directors have been elected by shareholders; accordingly, the Boards are unable to fill additional vacancies without a shareholder vote.



Q.	Who are the Nominees for election to the Boards of Directors?
A.	The Boards of Directors have nominated Thomas W. Bunn, Barry Fink, Jan M. Lewis, and Stephen E. Yates for election by shareholders at the Meeting. You are being asked to elect Mr. Bunn to fill a vacant position on each Issuer’s Board of Directors. Mr. Bunn currently serves as an advisory member to the Boards. You are also being asked to elect Mr. Fink, Ms. Lewis, and Mr. Yates, all of whom currently serve on the Boards but have not previously been elected by shareholders. If the four nominated Directors are elected, the Boards will have increased flexibility to appoint additional Board members in the future.
Q.	How do the Boards recommend that I vote?
A.	The Boards, including all of the Independent Directors, unanimously recommend you vote FOR the proposal. For a discussion of the factors the Boards considered in approving the proposal, 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, an Issuer 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 proposal.
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 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 on the right-hand side 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. You also may vote in person at the special meeting on October 18, 2017. If you need more information or have any questions on how to cast your vote, call our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-833-501-4830.



Filed by the Registrant	x
Filed by a Party other than the Registrant	¨




Have your vote card handy for the web address and your voting number.	Have your vote card handy for the phone number and your voting number.	Mark your proxy vote, sign and return in the enclosed postage-paid envelope.



1.	To elect four Directors to the Board of Directors of each Issuer.



SUMMARY OF THE PROPOSAL AND FUNDS VOTING	3
PROPOSAL 1: ELECTION OF DIRECTORS	4
Overview and Related Information	4
Information Regarding the Directors and Nominees	5
Qualifications of Directors	8
Responsibilities of the Boards	9
Board Leadership Structure and Standing Board Committees	10
Risk Oversight by the Boards	12
Board Compensation	13
Beneficial Ownership of Affiliates by Independent Directors and Nominees	16
Officers	17
Share Ownership	18
Independent Registered Public Accounting Firm	18
Vote Required for Approval of Proposal 1	20
OTHER INFORMATION	20
Meetings of Shareholders	20
Date, Time and Place of the Meeting	21
Use and Revocation of Proxies	21
Voting Rights and Required Votes	22
Outstanding Shares and Significant Shareholders	22
Service Providers	23
Proxy Statement Delivery	23
Where to Find Additional Information	23
Shareholder Proposals, Discretion of Attorneys Named in the Proxy and Other Matters	24
Exhibit A	A-1
Exhibit B	B-1
Exhibit C	C-1
Exhibit D	D-1



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



Ÿ	oversee the performance of the Funds;
Ÿ	oversee the quality of the advisory and shareholder services provided by the Advisor and other service providers to the Funds;
Ÿ	review annually the fees paid to the Advisor for its services;
Ÿ	monitor potential conflicts of interest between the Funds and their affiliates, including the Advisor;
Ÿ	oversee custody of assets and the valuation of securities; and
Ÿ	oversee the Funds’ compliance program.



Issuer	FYE of Issuer	Thomas A. Brown⁽¹⁾	Thomas W. Bunn⁽²⁾	Barry Fink	Andrea C. Hall	Jan M. Lewis
American Century Asset Allocation Portfolios, Inc.	7/31/2017	N/A	$21,104	$73,650	$73,170	$74,804
American Century Growth Funds, Inc.	7/31/2017	N/A	$104	$368	$365	$373
Total Compensation from American Century Family of Funds for FYE 7/31/2017⁽³⁾		N/A	$90,417	$317,000	$315,000	$322,000
American Century Capital Portfolios, Inc.⁽⁴⁾	3/31/2017	N/A	$12,303	$96,675	$98,475	$99,427
Total Compensation from American Century Family of Funds for FYE 3/31/2017⁽⁵⁾		N/A	$38,750	$313,000	$319,000	$322,000
American Century Variable Portfolios, Inc.	12/31/2016	N/A	N/A	$11,174	$11,607	$11,607
Total Compensation from American Century Family of Funds for FYE 12/31/2016⁽⁶⁾		N/A	N/A	$310,000	$322,000	$322,000



Issuer	FYE of Issuer	James A. Olson	M. Jeannine Strandjord	John R. Whitten	Stephen E. Yates
American Century Asset Allocation Portfolios, Inc.	7/31/2017	$83,632	$73,650	$74,804	$73,170
American Century Growth Funds, Inc.	7/31/2017	$417	$368	$373	$365
Total Compensation from American Century Family of Funds for FYE 7/31/2017⁽³⁾		$360,000	$317,000	$322,000	$315,000
American Century Capital Portfolios, Inc.⁽⁴⁾	3/31/2017	$111,161	$96,674	$99,427	$98,475
Total Compensation from American Century Family of Funds for FYE 3/31/2017⁽⁵⁾		$360,000	$313,000	$322,000	$319,000
American Century Variable Portfolios, Inc.	12/31/2016	$12,977	$11,174	$11,607	$11,607
Total Compensation from American Century Family of Funds for FYE 12/31/2016⁽⁶⁾		$360,000	$310,000	$322,000	$322,000


²	Mr. Bunn joined the Boards as an advisory member on January 1, 2017.


³	Includes deferred compensation as follows: Mr. Bunn, $90,417; Mr. Olson, $360,000; Ms. Strandjord, $64,583; Mr. Whitten, $199,640; and Mr. Yates, $315,000.



Name (Year of Birth)	Offices with the Issuers	Principal Occupation(s) During the Past Five Years
Jonathan S. Thomas (1963)	Director and President since 2007	President and Chief Executive Officer, ACC (2007 to present). Also serves as Chief Executive Officer, ACS; Executive Vice President, ACIM; Director, ACC, ACIM and other ACC subsidiaries
Amy D. Shelton (1964)	Chief Compliance Officer and Vice President since 2014	Chief Compliance Officer, American Century funds (2014 to present); Chief Compliance Officer, ACIM (2014 to present); Chief Compliance Officer, ACIS (2009 to present); Vice President, Client Interactions and Marketing, ACIS (2013 to 2014); Director, Client Interactions and Marketing, ACIS (2007 to 2013). Also serves as Vice President, ACIS
Charles A. Etherington (1957)	General Counsel since 2007 and Senior Vice President since 2006	Attorney, ACC (1994 to present); Vice President, ACC (2005 to present); General Counsel, ACC (2007 to present); Also serves as General Counsel, ACIM, ACS, ACIS and other ACC subsidiaries and Senior Vice President, ACIM and ACS
C. Jean Wade (1964)	Vice President, Treasurer and Chief Financial Officer since 2012	Vice President, ACS (2000 to present)
Robert J. Leach (1966)	Vice President since 2006 and Assistant Treasurer since 2012	Vice President, ACS (2000 to present)
David H. Reinmiller (1963)	Vice President since 2000	Attorney, ACC (1994 to present); Associate General Counsel, ACC (2001 to present). Also serves as: Vice President, ACIM and ACS
Ward D. Stauffer (1960)	Secretary since 2005	Attorney, ACC (2003 to present)



Issuer	Audit Fees (a)	Audit-Related Fees (b)	Tax Fees (c)	All Other Fees (d)
American Century Asset Allocation Portfolios, Inc.
7/31/2016	$208,075	$0	$0	$0
7/31/2015	$195,129	$0	$0	$0
American Century Capital Portfolios, Inc. (3/31 FYE Funds)
3/31/2017	$196,500	$0	$0	$0
3/31/2016	$182,190	$0	$0	$0
American Century Capital Portfolios, Inc. (10/31 FYE Funds)
10/31/2016	$144,205	$0	$0	$0
10/31/2015	$96,912	$0	$0	$0
American Century Growth Funds, Inc.
7/31/2016	$51,000	$0	$0	$0
7/31/2015	$50,271	$0	$0	$0



Nominees	Fund Name (Dollar Range of Equity Securities In Fund)*	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies
Thomas W. Bunn	American Century Asset Allocation Portfolios, Inc. One Choice 2020 Portfolio R6($10,001-$50,000) One Choice 2025 Portfolio R6 ($10,001-$50,000) One Choice 2040 Portfolio R6 ($10,001-$50,000) American Century Mutual Funds, Inc. Balanced ($10,001-$50,000)	$50,001-$100,000
Barry Fink	American Century Asset Allocation Portfolios, Inc. One Choice 2025 Portfolio (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value(more than $100,000) Equity Income (more than $100,000) Global Real Estate ($10,001-$50,000)	More than $100,000
Jan M. Lewis	American Century Asset Allocation Portfolios, Inc. One Choice In Retirement Portfolio(more than $100,000) One Choice 2020 Portfolio (more than $100,000) One Choice 2045 Portfolio ($1-$10,00) One Choice Portfolio: Very Conservative (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value($50,001- $100,000) Equity Income (more than $100,000) Real Estate ($10,001-$50,000) American Century Mutual Funds, Inc. Small Cap Growth ($10,001-$50,000) American Century World Mutual Funds, Inc. Emerging Markets ($10,001-$50,000) Global Growth ($50,001-$100,000)	More than $100,000



Independent Directors	Fund Name (Dollar Range of Equity Securities In Fund)*	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies
James A. Olson	American Century Asset Allocation Portfolios, Inc. One Choice Portfolio: Moderate(more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value(more than $100,000) Equity Income (more than $100,000) American Century Mutual Funds, Inc. Small Cap Growth (more than $100,000) American Century Strategic Asset Allocations, Inc. Strategic Allocation: Moderate (more than $100,000) American Century World Mutual Funds, Inc. International Value ($10,001-$50,000)	More than $100,000
M. Jeannine Strandjord	American Century Asset Allocation Portfolios, Inc. One Choice 2030 Portfolio($1-$10,000) One Choice 2045 Portfolio ($10,001-$50,000) One Choice Portfolio: Aggressive ($1-$10,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value(more than $100,000) Equity Income (more than $100,000) Mid Cap Value (more than $100,000) Real Estate (more than $100,000) Small Cap Value (more than $100,000) American Century Mutual Funds, Inc. Balanced ($1-$10,000) Ultra ($1-$10,000) American Century Strategic Asset Allocations, Inc. Strategic Allocation: Moderate ($10,001-$50,000) American Century World Mutual Funds, Inc. Emerging Markets (more than $100,000) Global Growth ($1-$10,00) International Opportunities ($1-$10,000)	More than $100,000



Interested Director	Fund Name (Dollar Range of Equity Securities In Fund)*	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies
Jonathan S. Thomas	American Century Asset Allocation Portfolios, Inc. One Choice 2020 Portfolio(more than $100,000) One Choice 2025 Portfolio (more than $100,000) One Choice 2035 Portfolio ($10,001-$50,000) One Choice 2045 Portfolio ($50,001-$100,000) One Choice 2020 Portfolio R6 (more than $100,000) One Choice 2025 Portfolio R6 (more than $100,000) One Choice 2030 Portfolio R6 (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Income ($10,001-$50,000) AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) Global Real Estate (more than $100,000) Mid Cap Value (more than $100,000) Real Estate (more than $100,000) Small Cap Value ($10,001-$50,000) American Century Mutual Funds, Inc. Adaptive Equity($10,001-$50,000) Growth (more than $100,000) Heritage ($50,001-$100,000) Select ($10,001-$50,000) Small Cap Growth ($1-$10,000) Sustainable Equity ($10,001-$50,000) Ultra (more than $100,000) American Century World Mutual Funds, Inc. Emerging Markets(more than $100,000) Global Growth (more than $100,000) International Discovery (more than $100,000) International Growth ($10,001-$50,000)	More than $100,000



Issuer	Share Class	Outstanding Shares	Number of Votes Entitled to Vote ($1 equals 1 vote)
American Century Asset Allocation Portfolios, Inc.	All classes	1,685,622,297.016	23,561,145,508.37
American Century Capital Portfolios, Inc.	All classes	2,868,096,859.441	32,693,686,282.46
American Century Growth Funds, Inc.	All classes	5,878,485.293	121,388,011.40
American Century Mutual Funds, Inc.	All classes	1,031,251,360.622	30,642,855,511.08
American Century Strategic Asset Allocations, Inc.	All classes	401,141,888.351	2,945,172,734.04
American Century Variable Portfolios, Inc.	All classes	277,319,244.078	3,744,039,593.04
American Century World Mutual Funds, Inc.	All classes	559,641,068.569	6,685,357,597.07



	Shareholder	Percentage of Outstanding Shares Owned of Record
American Century Asset Allocation Portfolios, Inc.
	National Financial Services LLC Jersey City, New Jersey	21%
	State ST BK/TR AS TTEE and/or CUST FBO ADP Access Product Boston, Massachusetts	6%
	Charles Schwab & Co. Inc. San Francisco, California	6%
	American United Life Indianapolis, Indiana	5%
American Century Capital Portfolios, Inc.
	National Financial Services LLC Jersey City, New Jersey	15%
	Charles Schwab & Co. Inc. San Francisco, California	10%
	American Enterprise Investment Services Minneapolis, Minnesota	9%
American Century Growth Funds, Inc.
	Raymond James Omnibus for Mutual Fund House Account St. Petersburg, Florida	10%
	National Financial Services LLC Jersey City, New Jersey	10%
	Charles Schwab & Co. Inc. San Francisco, California	9%
	LPL Financial Omnibus Customer Account San Diego, California	8%
	Ameritrade Inc. FEBO Our Customers Omaha, Nebraska	7%
	Pershing LLC Jersey City, New Jersey	5%
American Century Mutual Funds, Inc.
	National Financial Services LLC Jersey City, New Jersey	8%
	Charles Schwab & Co. Inc. San Francisco, California	6%