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

SCHEDULE 14A

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

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£¨Definitive Additional Materials
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AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GROWTH FUNDS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

(Name of Registrant as Specified In Its Charter)

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

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Proxy Statement
April 2, 2010
August 19, 2022

Important Voting Information Inside

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




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Understand and Vote Your Proxy

American Century Investments
4500 Main Street
Kansas City, Missouri 64111
April 2, 2010
Dear Shareholder,
I would like to inviteWe are asking you to an upcoming special meeting of shareholdersvote at a Special Shareholders Meeting on October 13, 2022, on a proposal to be held on June 16, 2010 at 10:30 a.m. Central time.  The shareholder meeting will be held at American Century’s office at 4500 Main Street, Kansas City, Missouri. Shareholders of American Century funds are being asked to vote on the election of one Directorelect five nominees to the funds’ Boards of Directors and to approve new management agreements between the funds and their American Century advisor. In addition, shareholders of certain funds are being asked to approve new subadvisory agreements with those funds’ current subadvisors. Finally, some shareholders are being asked to approve an amendment to the Articles of Incorporation relating to their funds.
More detailed information is contained in the enclosed materials.Directors. The Boards of Directors of these funds,all of the American Century above-listed issuers (the “Issuers”), including all of the Independent Directors, unanimously approved and recommend that you vote FOR the proposals.proposal.
The Q&A and proxy materials on the following pages describe the proposal in more detail. Shareholders of all funds offered by an Issuer will vote on a joint basis. Our proxy solicitor, Di Costa Partners, may contact you if we haven’t received your vote. Your vote is extremely important, no matter how large or small your holdings.
How to vote
Please reviewvote by one of the enclosed materials and vote online, by phone, or by signing and returning your proxy card(s) in the enclosed postage-paid envelope. If we do not hear from you after a reasonable time, you may receive a call from our proxy solicitor, Broadridge Financial Solutions, Inc., reminding you to vote. following methods:
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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.
Questions?
If you have anyproxy questions or need assistance in completingcasting your proxy card(s),vote, please contact BroadridgeDi Costa Partners at 1-866-450-8467.
1-866-924-4106. Thank you for taking the time to vote on this proposal and for investing with American Century Investments.Investments®.
Sincerely,
Sincerely,
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Jonathan S. Thomas
President and Chief Executive Officer
American Century Investments

American Century Investments
4500 Main Street, Kansas City, Missouri 64111





American Century Asset Allocation Portfolios, Inc.
American Century Capital Portfolios, Inc.
American Century Growth Funds, Inc.
American Century Mutual Funds, Inc.
American Century Strategic Asset Allocations, Inc.
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
IMPORTANT NEWS FOR SHAREHOLDERS
While we encourage you to read all of the proxy materials (the “Proxy Statement”), you will find a brief overview of the proposalsproposal below. The overview and accompanying Q&A contain limited information, should be read in conjunction with, and are qualified by reference to, the more detailed information contained elsewhere in the Proxy Statement.
Shareholders of each of the issuers listed above (the “Issuers”) are being asked to approve the election of one nominated Director (the “Nominee”) to the Board of Directors of each Issuer.
Shareholders of each of the Issuers’ funds (the “Funds”) are being asked to approve a management agreement with American Century Investment Management, Inc.
Shareholders of the Equity Index Fund are being asked to approve a subadvisory agreement between American Century Investment Management, Inc. and Northern Trust Investments, N.A.
Shareholders of the International Value Fund are being asked to approve a subadvisory agreement by and among American Century Investment Management, Inc., Templeton Investment Counsel, LLC and Franklin Templeton Investments (Asia) Limited.
Shareholders of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. are being asked to approve an amendment to those Issuers’ Articles of Incorporation.
Questions and Answers
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 five 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 June 16, 2010,October 13, 2022, at 10:3000 a.m. Central time at American Century’sCentury Investments’ office at 45004400 Main Street, Kansas City, Missouri.Missouri 64111. Please note, this will be a business meeting only.the Meeting is being held solely for the purpose of voting for the election of directors. No presentations about the FundsIssuers’ 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 March 19, 2010,July 27, 2022, 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.



QWho is
Q.Why am I being asked to elect the Nominee for electionNominees to the Board of Directors?Boards?
A.The Nominee, John R. Whitten, currently serves onUnder 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. At this time if a Director previously elected by shareholders were to leave the Boards, the Boards would be unable to fill the vacancy without a shareholder vote.
Q.Who are the Nominees for election to the Boards of Directors?
A.Shareholders are being asked to elect Brian Bulatao, Chris H. Cheesman, Rajesh K. Gupta, Lynn M. Jenkins and Gary C. Meltzer (collectively, the “Nominees”) each as directors of the Issuers. You are being asked to elect Mr. Bulatao and Mr. Meltzer as Independent Directors to fill vacant positions on each Issuer’s Board of Directors. You are also being asked to elect Ms. Cheesman, Mr. Gupta and Ms. Jenkins, all of whom currently serve on the Boards but hashave not previously been elected by shareholders, so that the entire Board of Directors will have been elected by shareholders.
Q.Why are shareholders being asked to approve management agreements for the Funds?
A.On February 16, 2010, Co-Chairman Richard W. Brown succeeded James E. Stowers, Jr., the 86-year-old founder of American Century Investments,  as trustee of a trust that holds a greater-than-25% voting interest in American Century Companies, Inc. (“ACC”). Under the Investment Company Act of 1940 (the “1940 Act”), this voting interest is presumed to represent control of ACC even though it is less than a majority interest. Because ACC is the parent corporation of each Fund’s advisor, the change of trustee is considered a technical assignment of the Funds’ management agreements. Under the 1940 Act, an assignment automatically terminates such agreements. Shareholders are being asked to approve new management agreements that are substantially identical to the terminated agreements. The Funds are currently being managed pursuant to interim management agreements. Further information on the deemed assignment and termination of the agreements is contained in the Proxy Statement.
Q.How are the Funds currently being managed?
A.American Century continues to manage the Funds pursuant to interim management agreements approved by the Funds’ Boards. These agreements are substantially identical to the recently terminated agreements (with the exception of different effective and termination dates) and do not change the Funds, their investment objectives or strategies, fees or services provided.
Q.Who is being asked to approve Fund management agreements?
A.Shareholders of each Fund are being asked to approve the new management agreements. However, because management agreements for new share classes of some Funds took effect after the change of trustee described above, they did not terminate and do not require shareholder approval.


Q.Why are some shareholders being asked to approve an amendment to Articles of Incorporation?
A.This proposal is intended to achieve consistency among the Articles of Incorporation of all the Issuers served by the Boards. The law of Maryland, the Issuers’ state of incorporation, permits corporations to provide directors with some protection from personal liability. All of the Issuers whose shareholders are not being asked to approve this amendment already have such a provision in their Articles of Incorporation.
Q.How do the Boards recommend that I vote?
A.The Boards, including all of the Independent Directors who comprise a majority of each Board, unanimously recommend you vote FOR all of the proposals.proposal. For a discussion of the factors the Boards considered in approving these proposals,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, your Fundan Issuer may not receive enough votes to go forward with its special meeting.Meeting. This means additional costs will be incurred to solicit votes to determine the outcome of the proposals.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.Meeting. To vote online, access the Web sitewebsite 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 inon the gray boxright-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 meetingMeeting on June 16, 2010.October 13, 2022. If you need more information or have any questions on how to cast your vote, call our proxy solicitor, Di Costa Partners, at 1-866-450-8467.1-866-924-4106.

Important Information Regarding Meeting Attendance
Due to health and safety considerations related to COVID-19, the number of shareholders who may attend the Meeting in person may be limited and in-person attendance will require compliance with any then-applicable governmental requirements or recommendations or facility requirements. Currently, all visitors to American Century Investments offices are required to verify that they are vaccinated and are not experiencing symptoms consistent with COVID-19. Additional requirements may include the use of face coverings, a negative COVID-19 test result, and maintaining appropriate social distancing. In light of public health considerations, the Funds may change the location of the Meeting or may hold the Meeting through a “virtual” or online method. The Funds plan to announce any such updates through www.americancentury.com/fund-proxy, and to file the announcement as definitive additional soliciting material on the Securities and Exchange Commission’s EDGAR website.

For information concerning the applicable facility and other requirements or information concerning the location or in-person status of the Meeting, please visit www.americancentury.com/fund-proxy. We encourage you to check this website for updates prior to the Meeting, including on the day prior to the scheduled Meeting date, if you plan to attend to attend the Meeting in person.

Your vote is important. Please vote today and avoid the need
for additional solicitation expenses.


American Century Asset Allocation Portfolios, Inc.
American Century Capital Portfolios, Inc.

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.American Century Growth Funds, Inc.
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.American Century Mutual Funds, Inc.
AMERICAN CENTURY GROWTH FUNDS, INC.American Century Strategic Asset Allocations, Inc.
AMERICAN CENTURY MUTUAL FUNDS, INC.American Century Variable Portfolios, Inc.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.American Century World Mutual Funds, Inc.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

45004400 Main Street
Kansas City, Missouri 64111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 2022
June 16, 2010

A special meeting (the “Meeting”) of the shareholders of the above-listed issuers (each an “Issuer” and together the “Issuers”) will be held at 10:3000 a.m. Central time on June 16, 2010October 13, 2022 at 45004400 Main Street, Kansas City, Missouri 64111 to consider the following proposals (each, aproposal (the “Proposal”):
1.
To elect one directorfive nominees to the Board of Directors of each Issuer;Issuer.
2.To approve management agreements between each of the Issuers’ funds (the “Funds”) and American Century Investment Management, Inc.;
3.Solely with respect to the Equity Index Fund, to approve a subadvisory agreement between American Century Investment Management, Inc. and Northern Trust Investments, N.A.;
4.Solely with respect to the International Value Fund, to approve a subadvisory agreement by and among American Century Investment Management, Inc., Templeton Investments Counsel, LLC and Franklin Templeton Investments (Asia) Limited; and
5.Solely with respect to American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc., to approve an amendment to their Articles of Incorporation.
Shareholders of record as of the close of business on March 19, 2010July 27, 2022 are entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. Shareholders of each of the IssuersIssuer will vote separately on Proposal 1. Shareholdersthe Proposal. The Boards of each of Directors recommend you vote FOR the Funds will vote separately on Proposal 2. If a Fund has Institutional Class shares, holders of

those shares will vote separately on Proposal 2. In addition, for the Funds issued by American Century Variable Portfolios, Inc. other than VP Income & Growth, holders of Class I shares will vote with holders of Class III shares, if any, but holders of Class II shares, if any, will vote with holders of Class IV shares, if any. Management Agreements for the following share classes, which launched on March 1, 2010, remain in effect and, accordingly, their shareholders will not be solicited with respect to Proposal 2: C Class shares of the LIVESTRONGProposal. Funds, Growth Fund, and Mid Cap Value Fund; C Class shares and R Class shares of the Small Cap Value and International Discovery Funds; A Class shares, C Class shares and R Class shares of the International Opportunities Fund and the New Opportunities Fund; and the Institutional Class shares of the New Opportunities Fund. Shareholders of the Equity Index Fund will vote on Proposal 3. Shareholders of the International Value Fund will vote on Proposal 4. Shareholders of American Century Capital Portfolios, Inc. American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. will vote separately on Proposal 5.
In the event that a quorum is not present or in the event that a quorum is present but sufficient votes in favor of athe Proposal have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies as to anythe Proposal without further notice other than by announcement at the Meeting. However, if the Meeting is adjourned for more than ninety90 days, from the date of the Meeting, then the Fundsfunds are required to send a new shareholder meeting notice to shareholders. Any adjournment of the Meeting for the further solicitation of proxies for athe Proposal will require the affirmative vote of a majority of the total number of shares entitled to vote onof the Proposalrelevant Issuer that are present in person or by proxy at the Meeting to be adjourned. The persons named as proxies will vote those proxies that they are entitled to vote in their discretion as to any such adjournment. A shareholder vote may be taken on any Proposal on which there is a quorum prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other Proposal. Unless revoked, proxies that have been properly executed and returned by shareholders without instructions will be voted in favor of the Proposal(s).Proposal.



All shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail, telephone or online. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote online, go to the website provided on your proxy card and follow the instructions, using your proxy card as a guide.
Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on October 13, 2022: the proxy statement and related materials are available at: americancentury.com/fund-proxy.

By Order of the Boards of Directors of the Issuers,
Ward D. Stauffer
Secretary
August 19, 2022



AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.American Century Asset Allocation Portfolios, Inc.
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.American Century Capital Portfolios, Inc.
AMERICAN CENTURY GROWTH FUNDS, INC.American Century Growth Funds, Inc.
AMERICAN CENTURY MUTUAL FUNDS, INC.American Century Mutual Funds, Inc.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.American Century Strategic Asset Allocations, Inc.
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.American Century Variable Portfolios, Inc.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.American Century World Mutual Funds, Inc.

4500 Main Street
Kansas City, Missouri 64111
PROXY STATEMENT
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Boards of Directors (each a “Board” and collectively the “Boards”) of the above-listed issuers (each an “Issuer” and together the “Issuers”). The Boards are soliciting the proxies of shareholders of the Issuers for use in connection with a Special Meeting (the “Meeting”) of shareholders that will be held at 10:3000 a.m. Central time on June 16, 2010October 13, 2022 at American Century’sCentury Investments’ office at 45004400 Main Street, Kansas City, Missouri 64111. Each Issuer has one or more funds that are organized as series of the Issuer and that had shareholders as of July 27, 2022 (each a “Fund” and collectively the “Funds”). The Meeting notice, this Proxy Statement and one or more proxy cards are being sent to shareholders of record as of the close of business on March 19, 2010July 27, 2022 (the “Record Date”) beginning on or about April 2, 2010.August 19, 2022. Please read this Proxy Statement and keep it for future reference. Each Fund other than Small Cap Dividend Fund has previously sent its annual report and semiannual report to its shareholders. Because Small Cap Dividend recently launched, there is currently not an annual or semiannual report available. A copy of a Fund’s most recent annual report and semiannual report may be obtained without charge by visiting the Funds’ website at americancentury.com/docs or americancentury.com/vpdocs, writing to the FundFund(s) at the address listed above or by calling 1-800-345-2021. If you have any questions regarding this Proxy Statement, please contact our proxy solicitor, Broadridge Financial Solutions, Inc.,Di Costa Partners, at 1-866-450-8467.1-866-924-4106.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on June 16, 2010:October 13, 2022: This Proxy Statement is available on the Internetonline at the website listed on your proxy card(s).www.americancentury.com/fund-proxy. On this website, you also will be able to access the Notice of Special Meeting of Shareholders, the form of proxy cards and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.

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Table of Contents
Proxy Statement
Summary of Proposals and Fund Voting
Proposal 1: Election of Director  7
SUMMARY OF THE PROPOSAL AND FUNDS VOTING3
PROPOSAL: ELECTION OF DIRECTORS4
Overview and Related Information  74
Information Regarding the Directors and Nominees  85
Qualifications of Directors 109
Responsibilities of the Boards 119
Board Leadership Structure and Standing Board Committees  1210
Risk Oversight Byby the Boards  1412
Board Compensation  1413
Beneficial Ownership of Affiliates by Independent Directors and Nominees  1816
Officers 1817
Share Ownership 1918
Independent Registered Public Accounting Firm  1918
Required Approval for Proposal 1Legal Proceedings  2120
Vote Required for Approval of Proposal20
Proposal 2: Approval of Management AgreementsOTHER INFORMATION 21
Reason for the Proposed Management Agreements  22
Information Regarding ACIM 23
Description of the Management Agreements  23
Interim Management Agreements  24
Proposed Management Agreements 25
Comparison of the Prior Management Agreements and the Proposed
Management Agreements  25
Management Services  25
Fees and Expenses  25
Termination 26
Merger of ACIM and ACGIM  26
Advisory Services to Other Funds  26
Basis for the Boards’ Approval of the Proposed Management Agreements 28
Affiliated Brokerage 32
Required Approval for Proposal 2 35
Proposal 3: Approval of a Subadvisory Agreement for the Equity Index Fund  35
Overview and Related Information  35
Information Regarding NTI  35
Comparison of the Prior Subadvisory Agreement and the Proposed
Subadvisory Agreement  36
Advisory Services 37
Expenses  37
Compensation  37
Liability of NTI  37
Additional Information about NTI 38
Basis for the Board’s Approval of the Proposed NTI
Subadvisory Agreement  38
Required Approval for Proposal 3  39
2

Proposal 4: Approval of a Subadvisory Agreement for the
International Value Fund  39
Overview and Related Information  39
Information Regarding Templeton and Franklin Asia  39
Comparison of the Prior Subadvisory Agreements and the
Proposed Combined Subadvisory Agreement  40
Advisory Services  41
Expenses  41
Compensation  41
Liability of Templeton and Franklin Asia  41
Additional Information about Templeton and Franklin Asia  42
Basis for the Board’s Approval of the Proposed Combined
Subadvisory Agreement  42
Required Approval for Proposal 4  43
Proposal 5: Approval of Amendment to the Articles of Incorporation to
Limit Certain Director Liability to the Extent Permitted by
Maryland Law 43
Overview  43
Scope of Maryland Law  44
Reason for and Text of Amendment  44
Required Approval for Proposal 5 45
Other Information 4520
Meetings of Shareholders  4520
Date, Time and Place of the Meeting  4621
Use and Revocation of Proxies  4621
Voting Rights and Required Votes  4722
Outstanding Shares and Significant Shareholders  4822
Other Service Providers  4823
Proxy Statement Delivery23
Where to Find Additional Information 4823
Other Matters andShareholder Proposals, Discretion of Attorneys Named in the Proxy and Other Matters  4824
EXHIBIT AA-1
ExhibitsEXHIBIT BB-1
EXHIBIT CC-1
Policy and Procedures for Director NominationsEXHIBIT DExhibit A
Charter of the Governance CommitteeExhibit B
Share Ownership of DirectorsExhibit C
Form of Proposed Management AgreementExhibit D
Dates of Prior Management AgreementsExhibit E
Contractual Advisory Fee Rate Paid to the Advisor
under the Prior Management Agreements and Payable
under the Proposed Management AgreementsExhibit F
Fees Paid by the Funds to the AdvisorExhibit G
Form of Proposed Subadvisory Agreement
Between Northern Trust Investments, N.A.D-1

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and American Century Investment Management, Inc.Exhibit H
Form of Proposed Combined Subadvisory Agreement
Between Templeton Investment Counsel, LLC,
Franklin Templeton Investments (Asia) Limited and
American Century Investment Management, Inc.Exhibit I
Outstanding SharesExhibit J
Significant ShareholdersExhibit K

4

SUMMARY OF PROPOSALSTHE PROPOSAL AND FUNDS VOTING
The purpose of the Meeting is to consider a proposal to elect five nominees to the Board of Directors of each Issuer (the “Proposal”). The following table describes the proposals (each a “Proposal” and together the “Proposals”) to be considered at the Meeting and the shareholders that are entitled to vote on eachthe Proposal:
Issuers SolicitedFunds SolicitedClasses Solicited
Proposal 1: To elect one Director to the Board of Directors of each Issuer.
All IssuersAll FundsAll Classes
Proposal 2: To approve a management agreement with American Century Investment Management, Inc.
American Century Asset Allocation Portfolios, Inc.
LIVESTRONG Income Portfolio
LIVESTRONG 2015 Portfolio
LIVESTRONG 2020 Portfolio
LIVESTRONG 2025 Portfolio
LIVESTRONG 2030 Portfolio
LIVESTRONG 2035 Portfolio
LIVESTRONG 2040 Portfolio
LIVESTRONG 2045 Portfolio
LIVESTRONG 2050 Portfolio
One Choice Portfolio: Conservative
One Choice Portfolio: Very
   Conservative
One Choice Portfolio: Moderate
One Choice Portfolio: Aggressive
One Choice Portfolio: Very
   Aggressive
All FundsAll classes to vote as a group except Institutional Class shareholders, if any, will vote separately. C Class shareholders will not be solicited.*Classes
American Century
Capital Portfolios, Inc.
Equity Income, Equity Index, Large Company Value, Mid Cap Value, NT Large Company Value, NT Mid Cap Value, Real Estate, Small Cap Value, ValueAll classes to vote as a group except Institutional Class shareholders, if any, will vote separately. C Class shareholders of Mid Cap Value and Small Cap Value, and R Class shareholders of Small Cap Value will not be solicited.*FundsAll Classes
American Century Growth Funds, Inc.
Legacy Focused Large Cap
Legacy Large Cap
Legacy Multi Cap
All classes to vote as a group except Institutional Class shareholders will vote separately.
American Century Mutual Funds, Inc.Balanced, Capital Growth, Capital Value, Focused Growth, Fundamental Equity, Giftrust, Growth, Heritage, New Opportunities, NT Growth, NT Vista, Select, Small Cap Growth, Ultra, Veedot, VistaAll classes to vote as a group except Institutional Class shareholders, if any, will vote separately. A Class, C Class and R Class shareholders of New Opportunities, and C Class shareholders of Growth and Vista will not be solicited.*
American Century Strategic Asset Allocations, Inc.
Strategic Allocation: Aggressive
Strategic Allocation: Conservative
Strategic Allocation: Moderate
All classes to vote as a group except Institutional Class shareholders will vote separately.
American Century Variable Portfolios, Inc.VP Balanced, VP Capital Appreciation, VP Income & GrowthAll classes to vote as a group.
VP International, VP Large Company Value, VP Mid Cap Value, VP Value, VP Vista, VP UltraClass I shareholders and Class III shareholders, if any, to vote as a group, and Class II shareholders, if any, and Class IV shareholders, if any, to vote as a separate group.

5
American Century World Mutual Funds, Inc.
Emerging Markets, Global Growth
International Discovery, International Growth, International Value, International Opportunities
International Stock, NT Emerging Markets, NT International Growth
All classes to vote as a group except Institutional Class shareholders, if any, will vote separately. C Class and R Class shareholders of International Discovery and International Opportunities, and A Class shareholders of International Opportunities will not be solicited.*
Proposal 3: To approve a subadvisory agreement between Northern Trust Investments, N.A. and American Century Investment Management, Inc.
American Century Capital Portfolios, Inc.Equity IndexAll Classes
Proposal 4: To approve a subadvisory agreement by and among Templeton Investment Counsel, LLC, Franklin Templeton Investments (Asia) Limited and American Century Investment Management, Inc.
American Century World Mutual Funds, Inc.International ValueAll Classes
Proposal 5: To approve an amendment to the Articles of Incorporation to limit certain director liability to the extent permitted by Maryland law.
American Century Capital Portfolios, Inc.All FundsAll Classes
American Century Mutual Funds, Inc.All FundsAll Classes
American Century Strategic Asset Allocations, Inc.All FundsAll Classes
American Century Variable Portfolios, Inc.All FundsAll Classes
American Century World Mutual Funds, Inc.All FundsAll Classes
*The management agreements relating to these new share classes took effect on March 1, 2010 and were not terminated by the change in control described under Proposal 2. Accordingly, the shareholders of these classes are not being asked to approve new management agreements.
Shareholders of record on the Record Date are entitled to notice of and to vote at the Meeting and are entitled to vote at any adjournments or postponements thereof. Shareholders of each Issuer will vote separately on Proposal 1. Shareholders of each of the Funds will vote separately on Proposal 2. If a Fund has Institutional Class shares, holders of those shares will vote separately on Proposal 2 (or will not be solicited, as indicated above). In addition, for the Funds issued by American Century Variable Portfolios, Inc. other than VP Income & Growth, holders of Class I shares will vote with holders of Class III shares, if any, but holders of Class II shares, if any, will vote with holders of Class IV shares, if any. Shareholders of the Equity Index Fund will vote on Proposal 3. Shareholders of the International Value Fund will vote on Proposal 4. Shareholders of American Century Capital Portfolios,

6
Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. will vote separately by issuer on Proposal 5.
Proposal.
Applicable Only to American Century Variable Portfolios, Inc.:
Shares of VP Balanced, VP Capital Appreciation, VP Income & Growth, VP Disci-plined Core Value, VP International, VP Large Company Value, VP Mid Cap Value, VP Ultra, and VP Value, and VP Vista (the “VP Funds”), alleach a series of American Century Variable Portfolios, Inc., are sold only to separate accounts of certain insurance companies in connection with the issuance of variable annuity contracts and/or variable life insurance contracts by the insurance companies. With respect to the Proposal, 1, to elect one director of American Century Variable Portfolios, Inc., and with respect to Proposal 2, to approve new management agreements, insurance company separate accounts, as shareholders of a VP Fund, will request voting instructions from the owners of variable life insurance policies and variable annuity contractscontacts (“Variable Contract Owners”) of the separate accounts, and will vote the accounts’ shares in the VP Fund in accordance with the voting instructions received. Each separate account is required to vote its shares of a VP Fund in accordance with instructions received from Variable Contract Owners. Each separate account will vote shares of a VP Fund held in each of its respective variable accounts for which no voting instructions have been received in the same proportion as the separate account votes shares held by variable accounts for which it has received instructions. Shares held by an insurance company in its general account, if any, must be voted in the same proportions as the votes cast with respect to shares held in all of the insurance company’s variable accounts in the aggregate.
Such proportional voting may result in a relatively small number of Variable Contract Owners determining the outcome of a proposal. Proposal 1 and Proposal 2 are the only proposals described in this Proxy Statement that relate to American Century Variable Portfolios, Inc.
Proposal.
The Boards recommend that you vote “FOR” eachthe Proposal.
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PROPOSAL 1:

PROPOSAL:
ELECTION OF DIRECTOR
DIRECTORS
Overview and Related Information
Each of the following eight individuals currently serves on the Boards: Jonathan S. Thomas, Thomas A. Brown, Andrea C. Hall, James A. Olson, Donald H. Pratt, Gale E. Sayers, M. Jeannine Strandjord, and John R. Whitten. Each of these individuals, with the exception of Mr. Whitten, previously has been elected by each Issuer’s shareholders. Mr. Whitten was appointed to the Board in 2008 to fill the vacancy created by the resignation of another director. The other members of the Boards have nominated Mr. Whitten for election by shareholders at the Meeting. Hereafter the current Board members will be referred to as the “Directors,” and Mr. Whitten will be referred to as the “Nominee.” It is being proposed that the shareholders of each Issuer approve the Nominee. If approved by the shareholders, the Nominee will continue to serve until his death, retirement, resignation or removal from office. The mandatory retirement age for directors who are not “interested persons” (hereinafter
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“Independent Directors”), as that term is defined inUnder the Investment Company Act of 1940 (the “1940 Act”), is 72. However, the mandatory retirement age may be extended or changed with the approvalBoards of Directors are allowed to appoint new Board members to fill vacancies so long as, immediately after such appointment, at least two-thirds of the remaining Independent Directors.
Further information regarding eachdirectors have been elected by shareholders. Currently, five of the Boards’ eight Directors have been elected by shareholders: Thomas W. Bunn, Barry Fink, Jan M. Lewis, Jonathan S. Thomas and Stephen E. Yates. The other three Directors, Chris H. Cheesman, Rajesh K. Gupta and Lynn M. Jenkins were previously appointed by the Boards but have not been elected by shareholders. If a Director previously elected by shareholders were to leave the Boards, further appointments of Directors are not possible because fewer than two-thirds of the current Directors would have been elected by shareholders following such appointment.
One Director on the Boards retired in December 2021 and another is listed below. Mr. Thomas is the only Directorscheduled to retire in December 2023. The Directors who is anare not “interested person”persons” as that term is defined in the 1940 Act because(hereinafter “Independent Directors”) conducted a review of the Boards’ current needs and identified and met with director candidates to evaluate their experience and qualifications to fill current and future vacancies on the Boards. The Independent Directors ultimately recommended two nominees, Brian Bulatao and Gary C. Meltzer, whose experience and qualifications meet the needs of the Boards. Therefore, the Boards determined that it was in the best interests of shareholders to nominate Mr. Thomas servesBulatao and Mr. Meltzer for election by shareholders at the Meeting.
The Boards also determined that it was in the best interests of shareholders to nominate Ms. Cheesman, Mr. Gupta and Ms. Jenkins for election by shareholders at the Meeting. Ms. Cheesman, Mr. Gupta and Ms. Jenkins were appointed as PresidentDirectors in 2019; however, they have not been elected by shareholders. Hereafter, Mr. Bulatao, Ms. Cheesman, Mr. Gupta, Ms. Jenkins and Chief Executive Officer of American Century Companies, Inc. (“ACC”), the parent company of American Century Investment Management, Inc. (“ACIM”) and American Century Global Investment Management, Inc. (“ACGIM”). ACIM and ACGIM are referred to collectively as the “Advisors.” The remaining Directors, including the Nominee, are not “interested persons” under the 1940 Act and thereforeMr. Meltzer will be referred to individually as “Independenta “Nominee” and together as the “Nominees.” The election by shareholders of the Nominees will provide the Boards with additional flexibility to appoint a limited number of new Directors in the future, if necessary, without incurring the expense of holding shareholder meetings to elect Directors.”
It is proposed that the shareholders of each Issuer approve the Nominees. If approved by the shareholders, Mr. Bulatao and Mr. Meltzer are expected to join the Boards on January 1, 2023, or as soon thereafter as practicable, and each Nominee will serve until his or her death, retirement, resignation or removal from office. Under current By-laws, the retirement date for
The
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Independent Directors is December 31 of the year in which they reach their 75th birthday.
Each Nominee has consented to continue to serve as a director, if elected. In case hea Nominee shall be unable or shall fail to serve as a director by virtue of an unexpected occurrence, persons named as proxies will vote in their discretion at the Meeting for such other nominee as the Independent Directors may recommend.
Further information regarding each elected Director and Nominee, including a summary of the experience and qualifications that led to the conclusion that he or she should serve as Director, is provided below.
Information Regarding the Directors and Nominees
Mr. Thomas is the only Director who is an “interested person” as that term is defined in the 1940 Act because he currently serves as President and Chief Executive Officer of American Century Companies, Inc. (“ACC”), the parent company of the Funds’ investment advisor, American Century Investment Management, Inc. (the “Advisor”). As part of his compensation for serving in such capacity, Mr. Thomas has received grants of ACC stock under the company’s restricted stock plan, which are subject to a vesting period of two and a half years to five years. Mr. Thomas receives no compensation from the Funds. The remaining Directors and Nominees are not “interested persons” under the 1940 Act.
The following table presents certain information about the Directors (including the Nominee). The mailing address for each Director is 4500 Main Street, Kansas City, Missouri 64111.
Independent Directors
Nominees
Thomas A. Brown
Brian Bulatao
Year of Birth: 19401964
OfficesPositions with the Issuers:Director N/A
Length of Time Served: Since 1980N/A
Principal Occupation During the Past Five Years: Chief Administrative Officer, Activision Blizzard, Inc. (2021-present); Under Secretary of State for Management, U.S. Department of State (2018-2021); Chief Operating Officer, Central Intelligence Agency (2017-2018)
Number of Funds in Fund Complex Overseen by Nominee: 64
Other Directorships Held by Nominee During Past 5 Years: None
Education/Other Professional Experience: BS in Engineering Management, United States Military Academy at West Point; MBA from Harvard Business School;former military service followed by experience at McKinsey & Co. (global management consulting) and in the private equity industry; experience in senior management positions in government and the private sector
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Chris H. Cheesman
Year of Birth: 1962
Positions with the Issuers: Director
Length of Time Served: Since 2019
Principal Occupation During the Past Five Years: Retired. Senior Vice President & Chief Audit Executive, AllianceBernstein (1999 to 2018)
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years:Alleghany Corporation
Education/Other Professional Experience: BS in Business Administration (Accounting), Hofstra University; 32 years of experience in global financial services at AllianceBernstein; formerly, auditor with Price Waterhouse; Certified Public Accountant and Certified Financial Services Auditor
Rajesh K. Gupta
Year of Birth: 1960
Positions with the Issuers: Director
Length of Time Served: Since 2019
Principal Occupation During the Past Five Years: Partner Emeritus, SeaCrest Investment Management and SeaCrest Wealth Management (2019 to present); Chief Executive Officer and Chief Investment Officer, SeaCrest Investment Management (2006 to 2019); Chief Executive Officer and Chief Investment Officer, SeaCrest Wealth Management (2008 to 2019)
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BS in Quantitative Analysis, New York University, Stern School of Business; MBA in Finance, New York University, Stern School of Business; formerly held leadership roles during 19-year career with Morgan Stanley Investment Management
Lynn M. Jenkins
Year of Birth: 1963
Positions with the Issuers: Director
Length of Time Served: Since 2019
Principal Occupation During the Past Five Years: Consultant, LJ Strategies (2019 to present); United States Representative, U.S. House of Representatives (2009 to 2018)
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years:MGP Ingredients, Inc. (2019 to 2021)
Education/Other Professional Experience: BS in Accounting, Weber State University; AA in Business, Kansas State University; formerly, United States Representative; formerly, Kansas State Treasurer, Kansas State Senator and Kansas State Representative; 20 years of experience in finance and accounting, including as a certified public accountant
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Gary C. Meltzer
Year of Birth: 1963
Positions with the Issuers: N/A
Length of Time Served: N/A
Principal Occupation During the Past Five Years: Advisor, Pontoro (2021-Present); Executive Advisor, Consultant and Investor, Harris Ariel Advisory LLC (2020-Present); Managing Partner, PricewaterhouseCoopers LLP (1985-2020).
Number of Funds in Fund Complex Overseen by Nominee: 64
Other Directorships Held by Nominee During Past 5 Years:ExcelFin Acquisition Corp., Apollo Realty Income Solutions, Inc.
Education/Other Professional Experience: BS in Accounting, Binghamton University; Certified Public Accountant; formerly held a variety of roles during 35 years of experience as business advisor and independent auditor providing high quality audits and value-added services with PricewaterhouseCoopers LLC
Elected Independent Directors
Thomas W. Bunn
Year of Birth: 1953
Positions with the Issuers: Director
Length of Time Served: Since 2017
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BS in Business Administration, Wake Forest University; MBA in Finance, University of North Carolina at Chapel Hill; formerly Vice Chairman and President, KeyCorp (banking services); 31 years of experience in investment, commercial and corporate banking; managing directorship roles with Bank of America
Barry Fink
Year of Birth: 1955
Positions with the Issuers: Director
Length of Time Served: Since 2012 (independent since 2016)
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BA in English and History, Binghamton University; Juris Doctorate, University of Michigan; formerly held leadership roles including chief operating officer with American Century Investments; formerly held leadership roles during a 20-year career with Morgan Stanley Investment Management; formerly asset management and securities law attorney at Seward & Kissel; serves on the Board of Directors of ICI Mutual Insurance Company
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Jan M. Lewis
Year of Birth: 1957
Positions with the Issuers: Director and Board Chair
Length of Time Served: Since 2011 (Board Chair since 2022)
Principal Occupation During the Past Five Years: Managing Member, Associated Investments, LLCRetired (real estate Investment
Number of Funds in Fund Complex Overseen by Director: 64
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BS in Civil Engineering, University of Nebraska and MBA, Rockhurst College; Graduate Certificate in Financial Markets and Institutions, Boston University; formerly, President and Chief Executive Officer, Catholic Charities of Northeast Kansas (human services organization); formerly, President, BUCON, Inc. (full-service design-build construction company); 20 years of experience with Brown Cascade Properties, LLCButler Manufacturing Company (real estate investment (metal buildings producer) and its subsidiaries
Stephen E. Yates
Year of Birth: 1948
Positions with the Issuers: Director
Length of Time Served: Since 2012
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 105
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BS and MS in Industrial Engineering, University of Alabama; formerly, Executive Vice President, Technology & Operations, KeyCorp (banking services); formerly, President, USAA Information Technology Company (financial services); 33 years of experience in Information Technology; formerly, Director, Applied Industrial Technologies, Inc. (bearings and power transmission company) (2001
Interested Director
Jonathan S. Thomas
Year of Birth: 1963
Positions with the Issuers: Director
Length of Time Served: Since 2007
Principal Occupation During the Past Five Years: President and Chief Executive Officer, ACC (2007 to 2009)present). Also serves as: Chief Executive Officer, ACS; Director, ACC and other ACC subsidiaries
Number of Funds in Fund Complex Overseen by Director: 63139
Other Directorships Held by Director:Director During Past 5 Years: None
Education/Other Professional Experience: BS in Mechanical Engineering, University of Kansas; formerly, Chief Executive Officer, Associated Bearings Company; formerly, Area Vice President, Applied Industrial Technologies (bearings and power transmission company)
Andrea C. Hall
Year of Birth:1945
Offices with the Issuers: Director
Length of Time Served: Since 1997
Principal Occupation During the Past Five Years: Retired as Advisor to the President, Midwest Research Institute (not-for-profit research organization) (June 2006)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: None
Education/Other Professional Experience: BS in Biology, Florida State University; PhD in Biology, Georgetown University; formerly, Senior Vice President and Director of Research Operations, Midwest Research Institute

8
James A. Olson
Year of Birth:1942
Offices with the Issuers: Director
Length of Time Served: Since 2007
Principal Occupation During the Past Five Years: Member, Plaza Belmont LLC (private equity fund manager); Chief Financial Officer, Plaza Belmont LLC (September 1999 to September 2006)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: Saia, Inc. and Entertainment Properties Trust
Education/Other Professional Experience: BS in Business Administration and MBA, St. Louis University; CPA; 21 years of experience as a partner in the accounting firm of Ernst & Young LLP
Donald H. Pratt
Year of Birth: 1937
Offices with the Issuers: Director, Chairman of the Board
Length of Time Served: Since 1995
Principal Occupation During the Past Five Years: Chairman and Chief Executive Officer, Western Investments, Inc. (real estate company)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: None
Education/Other Professional Experience: BS in Industrial Engineering, Wichita State University; MBA, Harvard Business School; serves on the Board of Governors of the Independent Directors Council and Investment Company Institute; formerly, Chairman of the Board, Butler Manufacturing Company (metal buildings producer)
Gale E. Sayers
Year of Birth: 1943
Offices with the Issuers: Director
Length of Time Served: Since 2000
Principal Occupation During the Past Five Years: President, Chief Executive Officer and Founder, Sayers40, Inc., (technology products and services provider)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: None
Education/Other Professional Experience: BS in Physical Education and M.Ed. in Educational Administration, University of Kansas; Recipient of the Ernst & Young Entrepreneur of the Year Award; inducted into the Chicago Entrepreneurship Hall of Fame and the National Football League Hall of Fame
M. Jeannine Strandjord
Year of Birth: 1945
Offices with the Issuers: Director
Length of Time Served: Since 1994
Principal Occupation During the Past Five Years: Retired, formerly, Senior Vice President, Process Excellence, Sprint Corporation (telecommunications company) (January 2005-September 2005)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: DST Systems Inc., Euronet Worldwide Inc, Charming Shoppes, Inc.
Education/Other Professional Experience: BS in Business Administration and Accounting, University of Kansas; CPA; formerly, Senior Vice President of Financial Services and Treasurer and Chief Financial Officer, Global Markets Group; Sprint Corporation; formerly, with the accounting firm of Ernst and Whinney

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John R. Whitten
Year of Birth: 1946
Offices with the Issuers: Director
Length of Time Served: Since 2008
Principal Occupation During the Past Five Years: Project Consultant, Celanese Corp. (industrial chemical company)
Number of Funds in Fund Complex Overseen by Director: 63
Other Directorships Held by Director: Rudolph Technologies, Inc.
Professional Education/Experience: BS in Business Administration, Cleveland State University; CPA; formerly, Chief Financial Officer and Treasurer, Applied Industrial Technologies, Inc.; thirteen years of experience with accounting firm Deloitte & Touche LLP
Interested Director
Jonathan S. Thomas
Year of Birth: 1963
Offices with the Issuers: Director and President
Length of Time Served: Since 2007
Principal Occupation During the Past Five Years: President and Chief Executive Officer ACC (March 2007 to present); Chief Administrative Officer, ACC (February 2006 to February 2007); Executive Vice President, ACC (November 2005 to February 2007). Also serves as: Chief Executive Officer and Manager, American Century Services, LLC (“ACS”); Executive Vice President, American Century Investment Management (“ACIM”) and American Century Global Investment Management (“ACGIM”); Director, ACIM, ACGIM, American Century Investment Services, Inc. (“ACIS”) and other ACC subsidiaries; Global Chief Operating Officer and Managing Director, Morgan Stanley (investment management) (March 2000 to November 2005)
Number of Funds in Fund Complex Overseen by Director: 104
Other Directorships Held by Director: None
Education/Other Professional Experience: BA in Economics, University of Massachusetts; MBA, Boston College; formerly held senior leadership roles with Fidelity Investments, Boston Financial Services, and Bank of America;America and Morgan Stanley; serves on the Board of Governors of the Investment Company Institute
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Qualifications of Directors
Generally, no one factor was decisive in the original selection of the Directors to the Boards, nor in the nomination of the Nominee.Nominees. Qualifications considered by the BoardBoards to be important to the selection and retention of Directorsdirectors include the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s educational background and accomplishments; (iii) the individual’s experience and expertise performing senior policy-making functions in business, government, education, accounting, law and/or administration; (iv) how the individual’s expertise and experience would contribute to the mix of relevant skills and experience on the Board; (v) the individual’s ability to work effectively with the other members of the Board; and (vi) the individual’s ability and willingness to make the time commitment necessary to serve as an effective director. In addition, the individual’s ability to review and critically evaluate information, theirthe individual’s ability to evaluate fund service providers, theirthe individual’s ability to exercise good business
10
judgment on behalf of fund shareholders, theirthe individual’s prior service on the Boards and theirthe individual’s familiarity with the Funds, are considered important assets.
When assessing potential new directors, the Boards have a policy of considering individuals from various and diverse backgrounds. Such diverse backgrounds may include differences in professional experience, education, individual skill sets and other individual attributes. The Boards’ Policy and Procedures for Director Nominations is attached as Exhibit A. Each Director’s individual educational and professional experience of each Director and Nominee is summarized in the table above and was considered as part of his or her nomination to, or retention on, the Boards.
Responsibilities of the Boards
The Boards are responsible for overseeing the Advisors’Advisor’s management and operations of the Funds pursuant to the management agreements.agreements between the Advisor and each Issuer. Directors also have significant responsibilities under the federal securities law.laws. Among other things, theythey:
oversee the performance of the Funds;
monitor the quality of the advisory and shareholder services provided by the Advisors;
review annually the fees paid to the Advisors for their services;
monitor potential conflicts of interest between the Funds and the Advisors;
monitor custody of assets and the valuation of securities; and
oversee the Funds' compliance program.
•oversee the performance of the Funds;
•oversee the quality of the advisory and shareholder services provided by the Advisor and other service providers to the Funds;
•review annually the fees paid to the Advisor for its services;
•monitor potential conflicts of interest between the Funds and their affiliates, including the Advisor;
•oversee custody of assets and the valuation of securities; and
•oversee the Funds’ compliance program.
In performing their duties, Board members receive detailed information about the Funds, the Advisor and other service providers to the AdvisorsFunds regularly throughout the year, and meet at least quarterly with management of
9


the AdvisorsAdvisor to review reports about fundFund operations. The directors’Directors’ role is to providedprovide oversight and not to provide day-to-day management.
The Boards have all powers necessary or convenient to carry out their responsibilities. Consequently, the Boards may adopt bylaws providing for the regulation and management of the affairs of the IssuersFunds and may amend and repeal them to the extent that such bylaws do not reserve that right to the Issuers’Funds’ shareholders. They may increase or reduce the number of Board members and may, subject to the 1940 Act, fill Board vacancies. Board members also may elect and remove such officers and appoint and terminate such agents as they consider appropriate. They may establish and terminate committees consisting of two or more directorsDirectors who may exercise the powers and authority of the Boards as determined by the directors.Directors. They may, in general, delegate such authority as they consider desirable to any officer of the Issuers,Funds, to any Board committee and to any agent or employee of the IssuersFunds or to any custodian, transfer oragent, investor servicing agent, principal underwriter or other service provider for a Fund.
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The Boards met sixfive times in 2009.2021. Each Director then in office attended at least 75% of the aggregate of the total number of Board meetings and the total number of meetings held by all Board committees on which the Director served, with the exception of Gale Sayers who attended one of the two Governance Committee meetings.served. Unlike public operating companies, mutual funds do not typically hold annual meetings. Accordingly, the Issuers do not have a policy pertaining to attendance at annual shareholder meetings by directors.
Directors.
To communicate with the Boards, or a member of the Boards, a shareholder should send a written communication addressed to the attention of the corporate secretary (the “Corporate Secretary”) at American Century Funds, P.O. Box 418210, Kansas City, Missouri 64141-9210. Shareholders who prefer to communicate by email may send their comments to corporatesecretary@americancentury.com. The Corporate Secretary will forward all such communications to each member of the Compliance and Shareholder CommunicationsServices Committee, or if applicable, the individual director(s)Director(s) and/or committee chair named in the correspondence. However, if a shareholder communication is addressed exclusively to the Fund’s independent directors,Funds’ Independent Directors, the Corporate Secretary will forward the communication to the Compliance and Shareholder CommunicationsServices Committee chair, who will determine the appropriate action.
Board Leadership Structure and Standing Board Committees
Donald H. PrattJan M. Lewis currently serves as the independent Chairman of the Board chair and has served in such capacity since 2005. OfJanuary 2022. All of the Boards’ eightBoards' members except for Jonathan S. Thomas is the only member who is an “interested person” as that term is defined in the 1940 Act. The remaining members are Independent Directors. The Independent Directors meet separately, as needed and at least in conjunction with each quarterly meeting of the Boards, to consider a variety of matters that are scheduled to come before the Boardsoversee Fund activities, review contractual arrangements with service providers, review Fund performance and meet
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periodically with the Funds’ Chief Compliance Officer and Fund auditors. They are advised by independent legal counsel. No Independent Director may serve as an officer or employee of a Fund. The Boards have also established several committees, as described below. Each committee is comprised solely of Independent Directors, except the Executive Committee. The Boards believe that the current leadership structure, with Independent Directors filling all but one position on the Boards, with an Independent Director serving as Chairman of the Boards,Board chair, and with the Board committees comprised only of Independent Directors, (with the exception of the Executive Committee), is appropriate and allows for independent oversight of the Funds.
Funds.
Each Board has an Audit Committee that approves the Issuer’sFunds’ (or Issuer’s) engagement of the independent registered public accounting firm and recommends approval of such engagement to the Independent Directors.Funds’ Board. The committee also oversees the activities of the accounting firm, receives regular reports regarding fund accounting, oversees securities valuation (approvingby the Funds’ valuations policy and receiving reports regarding instances of fair
12
Advisor as valuation thereunder)designee and receives regular reports from the Advisors’Advisor’s internal audit department. The Audit Committee meets with the Issuer’s independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating the adequacy of the Issuer’s accounting controls; to consider the range of audit fees; and to make recommendations to the Board regarding the engagement of the Funds’ independent auditors. The committee currently consists of Thomas A. Brown, Andrea C. Hall, James A. OlsonChris H. Cheesman (chair), Barry Fink, and Gale E. Sayers.Lynn M. Jenkins. It met four times in 2009.
2021.
Each Board has a Governance Committee that is responsible for reviewing Boardboard procedures and committee structures. The committee also considers and recommends individuals for nomination as directors, and may recommend the creation of new committees.directors. The names of potential director candidates may be drawn from a number of sources, including recommendations from members of the Board, management (in the case of Interested Directors only) and shareholders. Shareholders may submit director nominations at any time to the Corporate Secretary, American Century Funds, P.O. Box 418210, Kansas City, MOMissouri 64141-9210. When submitting nominations, shareholders should include the name, age and address of the candidate, as well as a detailed resume of the candidate’s qualifications and a signed statement from the candidate of his/her willingness to serve on the Boards.Board. Shareholders submitting nominations should also include information concerning the number of Fund shares and length of time held by the shareholder, and if applicable, similar information for the potential candidate. All nominations submitted by shareholders will be forwarded to the chair of the Governance Committee for consideration. The Corporate Secretary will maintain copies of such materials for future reference by the committee when filling Board positions.
If this process yields more than one desirable candidate, the committee will rank them by order of preference depending on their qualifications and the Funds’Board’s needs. The candidate(s) may then be contacted to evaluate their interest and be interviewed by the full committee. Based upon its evaluation
11


and any appropriate background checks, the committee will decide whether to recommend a candidate’s nomination to the Boards.
Board.
The Governance Committee also may recommend the creation of new committees, evaluate the membership structure of new and existing committees, consider the frequency and duration of Board and committee meetings and otherwise evaluate the responsibilities, processes, resources, performance and compensation of the Boards.Board. A copy of the Governance Committee charter is attached as Exhibit A. The committee currently consists of Donald H. Pratt, Andrea C. Hall, John R. WhittenBarry Fink (chair), Lynn M. Jenkins, Jan M. Lewis, and GaleStephen E. Sayers. None of its members are “interested persons” as that term is defined in the Investment Company Act of 1940. The committee operates pursuant to a written charter, which is included as Exhibit B.Yates. It met twofour times in 2009.
2021.
Each Board also has a Compliance and Shareholder CommunicationsServices Committee, which reviews the results of the Funds’ compliance testing program, meets regularly with the Funds’ Chief Compliance Officer, reviews shareholder communications, reviews quarterly reports regarding the quality of shareholder service provided by the Advisors,Advisor, and monitors implementation of the Funds’ Code of Ethics. The committee currently consists of Donald H. Pratt,Thomas W. Bunn (chair), Rajesh K. Gupta, Jan M. Jeannine StrandjordLewis, and John R. Whitten.Stephen E. Yates. It met four times in 2009.
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2021.
Each Board has a Fund Performance Review Committee that meets quarterly to review the investment activities and strategies used to manage fundFund assets and monitor investment performance. The committee regularly receives reports from the Advisors’Advisor’s chief investment officer, portfolio managers and other investment personnel concerning the Funds’ efforts to achieve their investment objectives. The committee also receives information regarding fundFund trading activities and monitors derivative usage. ItThe committee does not review individual security selections. The committee currently consists of all of the Independent Directors.Rajesh K. Gupta (chair), Thomas W. Bunn, Chris H. Cheesman, Barry Fink, Lynn M. Jenkins, Jan M. Lewis, and Stephen E. Yates. The committee met four times in 2009.
Finally, each Board has an Executive Committee that performs the functions of the Board between Board meetings, subject to the limitations on its power set out in the Maryland General Corporation Law and except for matters requiring the action of the entire Board under the 1940 Act. The committee currently consists of Donald H. Pratt, Jonathan S. Thomas and M. Jeannine Strandjord. It did not meet in 2009.
2021.
Risk Oversight by the Boards
As previously disclosed, the Boards oversee the Advisor’s management of the Issuers and the Funds and meet at least quarterly with management of the AdvisorsAdvisor to review reports and receive information regarding fundFund operations. Risk oversight relating to the Issuers and the Funds is one component of the Boards’ oversight and is undertaken in connection with the duties of the Boards. As described above, the Boards’ committees assist the Boards in overseeing various types of risks relating to the Issuers and the Funds, including, but not limited to, investment risk, operational risk and enterprise risk. The Boards receive regular reports from each committee regarding the committee’s areas of oversight responsibility and, through those reports and its regular interactions with management of the AdvisorsAdvisor during and between meetings, analyzes, evaluates, and provides feedback on the Advisors’Advisor’s risk management processes. In addition, the Boards
12


receive information regarding, and have discussions with senior management of the AdvisorsAdvisor about, the Advisors’Advisor’s enterprise risk management systems and strategies, including an annual review of the Advisors’Advisor’s risk management practices. Within the past 12 months, members of the Board’s Governance Committee have participated in industry conferences discussing directors’ role in risk oversight. There can be no assurance that all elements of risk, or even all elements of material risk, will be disclosed to or identified by the Boards.
Boards, or that the Advisor’s risk management systems and strategies, and the Boards’ oversight thereof, will mitigate all elements of risk, or even all elements of material risk, to the Funds.
Board Compensation
Each Independent Director receives compensation for service as a member of the Boards based on a schedule that takes into account the number of meetings attended and the assets of the Funds for which the meetings are held. None of the Interested Directors or officers of the Funds receives compensation from the Funds. Compensation expenses are allocated to the Issuers based in part on their relative net assets.Boards. Under the terms of each management agreement with the Advisors,Advisor, the Funds are responsible for paying such fees and expenses. Neither the Interested Director nor officers of the Funds receives compensation from the Funds. For each Issuer’s last fiscal year, each Issuer and the American Century Family
14
of Funds paid the Independent Directors the amounts shown in the following table. Note that the table reflects multiple overlapping periods so thatdue to different fiscal year ends. As a result, the total compensation shown for any one fiscal year includes compensation also counted for other fiscal years.
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Issuer
FYE of
Issuer
Thomas W. BunnChris H. CheesmanBarry FinkRajesh K. Gupta
American Century Asset Allocation Portfolios, Inc.7/31/2022$55,780$55,780$55,780$55,780
American Century Growth Funds, Inc.7/31/2022$6,089$6,089$6,089$6,089
American Century Strategic Asset Allocations, Inc.7/31/2022
$2,972
$2,972
$2,972
$2,972
Total Compensation from American Century Family of Funds for FYE 7/31/2022$343,500$343,500$343,500$343,500
American Century Capital Portfolios, Inc.(1)
3/31/2022$95,525$95,525$98,295$95,525
Total Compensation from American Century Family of Funds for FYE 3/31/2022$343,500$343,500$353,500$343,500
American Century Variable Portfolios, Inc.12/31/2021$10,037$10,037$10,329$10,037
Total Compensation from American Century Family of Funds for FYE 12/31/2021$343,500$343,500$353,500$343,500
American Century World Mutual Funds, Inc.11/30/2021$30,433$30,433$31,416$30,433
Total Compensation from American Century Family of Funds for FYE 11/30/2021$340,708$340,708$351,708$340,708
American Century Capital Portfolios, Inc.(1)
10/31/2021$92,839$92,839$96,150$92,839
American Century Mutual Funds, Inc.10/31/2021$138,352$138,352$143,261$138,352
Total Compensation from American Century Family of Funds for FYE 10/31/2021
$337,917
$337,917
$349,917
$337,917
1    Reflects compensation paid to the Directors by all Funds of the Issuer, some of which have a different fiscal year end.

Issuer
FYE of
Issuer
Thomas A.
Brown
Andrea C.
Hall
James A.
Olson
American Century
Capital Portfolios, Inc.
3/31/2009$42,949$42,196$42,419
Total Compensation
from the American
Century Family of Funds
for FYE 3/31/2009(1)
 $166,577$163,577$164,577
American Century Asset
Allocation Portfolios, Inc.
7/31/2009$4,284$4,183$4,244
American Century
Growth Funds, Inc.
7/31/2009$216$213$213
Total Compensation from
the American Century
Family of Funds for FYE
7/31/2009(2)
 $162,680$159,680$160,680
American Century
Mutual Funds, Inc.
10/31/2009$69,477$68,618$69,477
Total Compensation from
the American Century
Family of Funds for FYE
10/31/2009(3)
 $160,257$158,257$160,257
American Century Strategic
Asset Allocations, Inc.
11/30/2009$11,784$11,739$11,892
American Century World
Mutual Funds, Inc.
11/30/2009$13,890$15,520$14,024
Total Compensation from
the American Century
Family of Funds for FYE
11/30/2009(4)
 $158,782$158,282$160,282
American Century
Variable Portfolios, Inc.
12/31/2009$10,722$10,652$10,694
Total Compensation from
the American Century
Family of Funds for FYE
12/31/2009(5)
 $160,308$159,808$159,808
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Issuer
FYE of
Issuer
Lynn M. JenkinsJan M. LewisStephen E. Yates
American Century Asset Allocation Portfolios, Inc.7/31/2022$54,568$59,985$57,907
American Century Growth Funds, Inc.7/31/2022$5,935$6,457$6,412
American Century Strategic Asset Allocations, Inc.7/31/2022$2,905$3,187$3,096
Total Compensation from American Century Family of Funds for FYE 7/31/2022(1)
$336,000$369,250$454,667
American Century Capital Portfolios, Inc.(2)
3/31/2022$94,581$98,673$105,992
Total Compensation from American Century Family of Funds for FYE 3/31/2022(3)
$340,000$354,250$458,000
American Century Variable Portfolios, Inc.12/31/2021$9,803$9,803$11,702
Total Compensation from American Century Family of Funds for FYE 12/31/2021(4)

$335,500
$335,500
$460,500
American Century World Mutual Funds, Inc.11/30/2021$29,853$29,943$35,472
Total Compensation from American Century Family of Funds for FYE 11/30/2021(5)
$334,208$335,208$457,125
American Century Capital Portfolios, Inc.(2)
10/31/2021$91,477$92,017$108,180
American Century Mutual Funds, Inc.10/31/2021$136,302$137,125$161,211
Total Compensation from American Century Family of Funds for FYE 10/31/2021(6)
$332,917$334,917$453,750
1Includes deferred compensation as follows: Ms. Jenkins, $134,400 and Mr. Yates, $191,875.
Issuer
FYE of
Issuer
Donald H.
Pratt
Gale E.
Sayers
M. Jeannine
Strandjord
John R.
Whitten
American Century
Capital Portfolios, Inc.
3/31/2009$49,933$40,649$43,214$36,927
Total Compensation
from the American
Century Family of Funds
for FYE 3/31/2009(1)
 $193,577$157,577$167,577$142,744
2Reflects compensation paid to the Directors by all Funds of the Issuer, some of which have a different fiscal year end.
3Includes deferred compensation as follows: Ms. Jenkins, $136,000 and Mr. Yates, $345,475.
4Includes deferred compensation as follows: Ms. Jenkins, $134,200 and Mr. Yates, $460,500.
5Includes deferred compensation as follows: Ms. Jenkins, $133,683 and Mr. Yates, $457,125.
6Includes deferred compensation as follows: Ms. Jenkins, $133,167 and Mr. Yates, $453,750.

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Issuer
FYE of
Issuer
Donald H.
Pratt
Gale E.
Sayers
M. Jeannine
Strandjord
John R.
Whitten
American Century Asset
Allocation Portfolios, Inc.
7/31/2009$4,984$3,961$4,304$3,924
American Century
Growth Funds, Inc.
7/31/2009$252$202$218$197
Total Compensation from
the American Century
Family of Funds for FYE
7/31/2009(2)
 $189,680$151,680$163,680$148,680
American Century
Mutual Funds, Inc.
10/31/2009$81,611$57,287$69,477$64,279
Total Compensation from
the American Century
Family of Funds for FYE
10/31/2009(3)
 $188,257$132,077$160,257$148,257
American Century Strategic
Asset Allocations, Inc.
11/30/2009$13,967$9,519$11,892$11,001
American Century World
Mutual Funds, Inc.
11/30/2009$16,481$11,149$14,024$12,973
Total Compensation from
the American Century
Family of Funds for FYE
11/30/2009(4)
 $188,282$127,923$160,282$148,282
American Century
Variable Portfolios, Inc.
12/31/2009$12,671$9,234$10,813$10,125
Total Compensation from
the American Century
Family of Funds for FYE
12/31/2009(5)
 $189,808$137,808$161,808$151,808

1Includes deferred compensation as follows: Mr. Brown, $25,115; Dr. Hall, $121,000; Mr. Olson, $155,577; Mr. Pratt, $22,437, Mr. Sayers $157,577 and Mr. Whitten, $103,744.
2Includes deferred compensation as follows: Mr. Brown, $23,936; Dr. Hall, $69,267; Mr. Olson, $136,680; Mr. Pratt, $21,552; Mr. Sayers, $151,680; and Mr. Whitten, $107,680.
3Includes deferred compensation as follows: Mr. Brown, $23,051; Dr. Hall, $29,467; Mr. Olson, $69,477; Mr. Pratt, $20,888; Mr. Sayers, $132,077; and Mr. Whitten, $103,257.
4Includes deferred compensation as follows:  Mr. Brown, $22,756; Dr. Hall, $19,133; Mr. Olson, $122,782; Mr. Pratt, $20,667; Mr. Sayers, $127,923; and Mr. Whitten, $101,782.
5Includes deferred compensation as follows:  Mr. Brown, $22,462; Mr. Olson, $112,308; Mr. Pratt, $20,446; Mr. Sayers, $137,808; and Mr. Whitten, $100,308.
None of the Issuers currently provides any pension or retirement benefits to the Directors except pursuant to the American Century Mutual Funds’ Independent Directors’ Deferred Compensation Plan adopted by the Issuers. Under the plan, the Independent Directors may defer receipt of all or any part of the fees to be paid to them for serving as Directors of the Funds. All deferred fees are credited to accounts established in the names of the directors.Directors. The amounts credited to each account then increase or decrease, as the case may be,
16
in accordance with the performance of one or more American Century fundsFunds selected by the director.Director. The account balance continues to fluctuate in accordance with the performance of the selected fundFund or fundsFunds until final payment of all amounts credited to the account. Directors are allowed to change their designation of funds from time to time.
NoGenerally, deferred fees are not payable to a Director until such time as a director resigns, retires or otherwise ceases tothe distribution date elected by the Director in accordance with the terms of the plan. Such distribution date may be a member ofdate on or after the Board.Director’s retirement date, but may be an earlier date if the Director agrees not to make any additional deferrals after such distribution date. Distributions may commence prior to the elected payment date for certain reasons specified in the plan, such as unforeseeable emergencies, death or disability. Directors may receive deferred fee account balances either in a lump sum payment or in substantially equal installment payments to be made over a period not to exceed 10 years. Upon the death of a director,Director, all remaining deferred fee account balances are paid to the director’sDirector’s beneficiary or, if none, to the director’sDirector’s estate.
The plan is an unfunded plan and, accordingly, the Funds have no obligation to segregate assets to secure or fund the deferred fees. To date, the Funds have voluntarily funded their obligations.met all payment obligations under the plan. The rights of directorsDirectors to receive their deferred fee account balances are the same as the rights of a general unsecured creditor of the Funds. The plan may be terminated at any time by the administrative committee of the plan. If terminated, all deferred fee account balances will be paid in a lump sum.
Exhibit CB to this Proxy Statement shows the dollar range the Directors and Nominees beneficially owned as of December 31, 2009June 30, 2022 in the equity securities of any of the Funds, and, on an aggregate basis, equity securities of all of the Issuers.
On December 23, 1999, American Century Services, LLC (ACS), an affiliate of the Advisors, entered into an agreement with DST Systems, Inc. (DST) under which DST would provide back office software and support services for transfer agency services provided by ACS (the “Agreement”). ACS pays DST fees based in part on the number of accounts and the number and type of transactions processed for those accounts. For the twelve months ended December 31, 2009, DST received $18,230,115 in fees from ACS. DST’s revenue for the calendar year ended December 31, 2009, was approximately $2.2 billion.
Ms. Strandjord is a director of DST and a holder of 21,345 shares and possesses options to acquire an additional 55,890 shares of DST common stock, the sum of which is less than one percent (1%) of the shares outstanding. Because of her official duties as a director of DST, she may be deemed to have an “indirect interest” in the Agreement. However, the Boards were not required to nor did they approve or disapprove the Agreement, since the provision of the services covered by the Agreement is within the discretion of ACS. DST was chosen by ACS for its industry-leading role in providing cost-effective back office support for mutual fund service providers such as ACS. DST is the largest mutual fund transfer agent, servicing more than 121.1 million mutual fund accounts on its shareholder recordkeeping system. Ms. Strandjord’s role as a director of DST was not considered by ACS; she was not involved in any way with the negotiations between ACS and DST; and her status as a director of either DST or the Funds was not a factor in the negotiations. The Boards and
17
counsel to the Independent Directors of the Funds have concluded that the existence of this Agreement does not impair Ms. Strandjord’s ability to serve as an independent director under the 1940 Act.
Beneficial Ownership of Affiliates by Proposed Independent Directors
and Nominees
No Independent Director, Nominee or his or her immediate family members of any Independent Director or Nominee beneficially owned shares of the Advisors,Advisor, the Issuers’ principal underwriter of the Funds or any other person directly or indirectly controlling, controlled by or under common control with the AdvisorsAdvisor or the Issuers’ principal underwriter as of December 31, 2009.June 30, 2022.
16


Officers
The following table presents certain information about the executive officers of the Issuers. Each officer serves as an officer for each16 (in the case of the 104Robert J. Leach, 15) investment companies in the American Century Family of Funds, unless otherwise noted.Funds. No officer is compensated for his or her service as an officer of the Funds. The listed officers are interested persons of the Funds and are appointed or re-appointed on an annual basis. The mailing address for each of the officers listed below is 4500 Main Street, Kansas City, Missouri 64111.
Name
Name
(Year of Birth)
Offices with
the Issuers
Principal OccupationOccupation(s) During the Past Five Years
JonathanPatrick Bannigan
Thomas(1965)
Director
and President
since 2007
2019
Executive Vice President and Chief Executive Officer, Director, ACC (March 2007 (2012 to present). Chief Financial Officer, Chief Accounting Officer and Treasurer, ACC (2015 to present); Chief Administrative Officer, Also serves as President, ACCACS (February 2006 to February 2007); Executive Vice President, ACCACIM (November 2005 to February 2007). Also serves as:; Chief ExecutiveFinancial Officer, and Manager, ACS;Chief Accounting Officer and/or Director, Executive Vice President, ACIM, ACGIM;ACS Director, ACIM, ACGIM and other ACC subsidiaries; Managing Director, Morgan Stanley (March 2000 to November 2005)
Barry Fink
Executive
Vice President
since 2007
Chief Operating Officer and Executive Vice President, ACC (September 2007 to present); President, ACS (October 2007 to present); Managing Director, Morgan Stanley (2000 to 2007); Global General Counsel, Morgan Stanley (2000 to 2006). Also serves as: Director, ACC, ACS, ACIS and other ACC subsidiaries
R. Wes Campbell (1974)Chief Financial Officer and Treasurer since 2018
MaryanneVice President, ACS, (2020 to present); Investment Operations and Investment Accounting, ACS (2000 to present)
Amy D. Shelton
Roepke(1964)
Chief
Compliance
Officer
since 2006
and Senior
Vice President
since 2000
2014
Chief Compliance Officer, American Century funds, ACIM, ACGIM and ACS (August 2006Funds (2014 to present); Assistant Treasurer, Chief Compliance Officer, ACCACIM (January 1995 (2014 to August 2006)present); and Treasurer and Chief FinancialCompliance Officer, various American Century funds (July 2000ACIS (2009 to August 2006)present). Also serves as: Senioras Vice President, ACSACIS
CharlesJohn Pak
Etherington(1968)
General
Counsel
since 2007
and Senior
Vice President
since 2006
Attorney, ACC (February 1994 to present); Vice President ACC (November 2000 to present), since 2021
General Counsel and Senior Vice President, ACC (March 2007 (2021 to present); Also serves as General Counsel ACIM, ACGIM, ACS and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM ACS and ACS

18

Name
Offices with
the Issuers
Principal Occupation During the Past Five Years ACIS. Chief Legal Officer of Investment and Wealth Management, The Bank of New York Mellon (2014 to 2021)
RobertDavid H. Reinmiller
Leach(1963)
Vice President since 2000
Attorney, ACC (1994 to present). Also serves as: Vice President,
Treasurer ACIM and
Chief Financial
Officer since
2006ACS
C. Jean Wade
(1964)		Vice President since 2012
Senior Vice President, ACS (2017 to present); Vice President, ACS (2000 to 2017)
Robert J.
Leach
(1966)		Vice President
since 2006
Vice President, ACS (February 2000 (2000 to present); and Controller, various American Century funds (1997 to September 2006)
David
Reinmiller
Vice President
since 2000
Attorney, ACC (January 1994 to present); Associate General Counsel, ACC (January 2001 to present); Chief Compliance Officer, American Century funds, ACIM and ACGIM (January 2001 to February 2005). Also serves as Associate General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; Vice President, ACIM, ACGIM and ACS
Ward D.
Stauffer
(1960)
Secretary
since 2005
Attorney, ACC (June 2003 – Present) (2003 to present)
17


Share Ownership
As of March 19, 2010, each directorJune 30, 2022, the Directors, Nominees and officer individually, andexecutive officers, as a group and, as applicable, individually, owned beneficially 3.19% of Focused Global Growth I Class (including 3.19% owned by Mr. Thomas), and less than 1% of the outstanding shares of each classall other classes of the Funds.Funds’ outstanding shares. For more information about significant share ownership of the Funds, see “Other Information—OutstandingInformation-Outstanding Shares and Significant Shareholders.”
Independent Registered Public Accounting Firm
The Audit Committees and each Board selected the independent registered public accounting firm of Deloitte & Touche LLP (“Deloitte”) to serve as independent registered public accountants of the Issuers for their most recent fiscal year.years. Representatives of Deloitte & Touche are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Fees Paid to Independent Registered Public Accounting Firm
Deloitte
The aggregate fees paid to Deloitte & Touche LLP and other member firms of Deloitte Touche Tahmatsu and their respective affiliates (collectively referred to as the “Deloitte Entities”) for professional services rendered by the Deloitte Entities for the audit of the annual financial statements of the Funds and for other professional services for the fiscal years ended as indicated below were:
IssuerAudit Fees (a)
Audit-Related
Fees (b)
Tax Fees (c)
All Other
Fees (d)
American Century Asset Allocation Portfolios, Inc.
7/31/2021$216,645$0$0$0
7/31/2020$144,850$0$0$0
American Century Capital Portfolios, Inc. (3/31 FYE Funds)
3/31/2022$117,220$0$0$0
3/31/2021$181,090$0$0$0
American Century Capital Portfolios, Inc. (10/31 FYE Funds)
10/31/2021$62,390$0$0$0
10/31/2020$97,580$0$0$0
American Century Growth Funds, Inc.
7/31/2021$18,380$0$0$0
7/31/2020$18,860$0$0$0
IssuerAudit Fees (a)
Audit Related
Fees (b)
Tax
Fees (c)
All Other
Fees (d)
American Century Asset Allocation Portfolios, Inc.
07/31/2009$114,612$0$0$0
07/31/2008$76,990$0$0$0
American Century Capital Portfolios, Inc.
03/31/2009$166,905$0$0$0
03/31/2008$267,806$0$1,498$0


18


19

IssuerAudit Fees (a)
Audit Related
Fees (b)
Tax
Fees (c)
All Other
Fees (d)
American Century Growth Funds, Inc.
07/31/2009$44,065$0$0$0
07/31/2008$45,980$0$0$0
American Century Mutual Funds, Inc.
10/31/2009$281,906$0$0$0
10/31/2008$317,528$0$0$0
American Century Strategic Asset Allocations, Inc.
11/30/2009$79,469$0$0$0
11/30/2008$67,248$0$0$0
American Century Variable Portfolios, Inc.
12/31/2009$165,859$0$0$0
12/31/2008$164,383$0$0$0
American Century World Mutual Funds, Inc.
11/30/2009$204,457$0$0$0
11/30/2008$239,403$0$0$0
IssuerAudit Fees (a)
Audit-Related
Fees (b)
Tax Fees (c)
All Other
Fees (d)
American Century Mutual Funds, Inc.
10/31/2021$162,200$0$0$0
10/31/2020$199,255$0$0$0
American Century Strategic Asset Allocations, Inc.
11/30/2021$98,720$0$0$0
11/30/2020$125,320$0$0$0
American Century Variable Portfolios, Inc.
12/31/2021$165,250$0$0$0
12/31/2020$200,160$0$0$0
American Century World Mutual Funds, Inc.
11/30/2021$273,800$0$0$0
11/30/2020$312,460$0$0$0
(a) Audit Fees
These fees relate to professional services rendered by the Deloitte Entities for the audits of the Funds’ annual financial statements or services that are normally provided by an independent registered public accounting firmaccountant in connection with statutory and regulatory filings or engagements. These services included the audits of the financial statements of the Funds, issuance of consents, income tax provision procedures and assistance with review of documents filed with the Securities and Exchange Commission.
(b) Audit Related Fees
These fees relate to assurance and related services by Deloitte that are reasonably related to the Deloitte Entities in connection with semi-annualperformance of the audits of the Funds’ financial statements.
statements other than those reported under “Audit Fees.”
(c) Tax Fees
These fees relate to professional services rendered by the Deloitte Entities for tax compliance, tax advice, and tax planning. These services relate to the review of the Funds’ federal and state income tax returns, and review of excise tax calculations and returns.
(d) All Other Fees
These fees relate to products and services provided by the Deloitte Entities other than those reported under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees.”
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee approvesCommittees approve the engagement of the accountant prior to the accountant rendering any audit or non-audit services to the Issuers. The aggregate non-audit fees billed by the Deloitte Entities for services rendered to
20
the Advisors and service affiliates for the years ended December 31, 2008 and December 31, 2009 were $93,552 and $55,065, respectively.
The Audit CommitteeCommittees considered and concluded that the provisions for non-audit services to the AdvisorsAdvisor and theirits affiliates that did not require pre-approval are compatible with maintaining Deloitte’s independence,independence. The aggregate non-audit fees billed by affiliates of Deloitte for services rendered to the Advisor and service affiliates for the years ended December 31, 2021 and December 31, 2020 were $2,832,126 and $0, respectively.
19


Legal Proceedings
There are currently no pending material legal proceedings to which any Director or Nominee or affiliated person of such Director or Nominee is a party adverse to the Funds or any of their affiliated persons or has determined thata material interest adverse to the provisionFunds or any of these services do not compromise Deloitte’s independence.their affiliated persons.
Vote Required for Approval of Proposal
Required Approval forThe Proposal, 1
Proposal 1, the election of the Nominee,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, voting together as a single class that includes the votes of the shares of each Fund that is a series of that Issuer, will vote separately for the election of the NomineeNominees to that Issuer’s Board. ApprovalThe election of any Nominee by the Proposal byshareholders of an Issuer is not contingent upon approvalthe election of the Proposalsuch Nominee by shareholders of any other Issuer.
The Boards Unanimously Recommend that the
Shareholders Vote to Elect“FOR” the Nominee.
PROPOSAL 2: APPROVAL OF MANAGEMENT AGREEMENTS
Overview
American Century Investment Management, Inc. (“ACIM”) and American Century Global Investment Management, Inc. (“ACGIM” and, together with ACIM, the “Advisors”) currently serve as investment advisors to the Funds. The Advisors previously served as investment advisors to the Funds pursuant to management agreements approved by Fund shareholders (the “Prior Management Agreements”). The Prior Management Agreements terminated automatically on February 16, 2010 (the “Termination Date”) due to a deemed “change of control”Election of the Advisors’ parent company, American Century Companies, Inc. (“ACC”). The change in control is described in further detail below. To ensure the continuity of the investment advisory services to the Funds after the aforementioned termination of the Prior Management Agreements, and before shareholder approval of new management agreements described below (“Proposed Management Agreements”), the Boards approved interim management agreements between the Advisors and the Issuers on behalf of the respective Funds (the “Interim Management Agreements”). The Advisors are currently managing the Funds pursuant to the Interim Management Agreements. Shareholders of the Funds are being asked to approve Proposed Management Agreements with ACIM.*  The Proposed Management Agreements are identical to the Prior Management Agreements except for the (i) the date, (ii) the
*Management agreements for new share classes of the Funds that were launched after the Termination Date did not terminate, have not been replaced by Interim Management Agreements, and do not require approval of Proposed Management Agreements.

21
substitution of ACIM for ACGIM as advisor of those Funds currently managed by ACGIM, and (iii) certain other non-material changes. A form of the Proposed Management Agreements is attached as Exhibit D.
Reason for Proposed Management Agreements
You are being asked to approve the Proposed Management Agreements in order to ensure the continued provision of advisory services to the Funds. Under the 1940 Act, the change in trustee of the Trust described below may technically be considered a “change in control” of ACC and therefore also a change in control of the Advisors even though there has been no change to their management and none is anticipated. The “change in control” resulted in the assignment and automatic termination of the Prior Management Agreements, as required under their terms and the 1940 Act.
ACIM is a wholly-owned subsidiary of ACC, and ACGIM is a wholly-owned subsidiary of ACIM. ACC’s certificate of incorporation provides for three classes of common stock: Class A, Class B and Class C. Class A common stock represents one vote per share; Class B common stock represents 10,000 votes per share; and Class C common stock has no voting rights. Class B shares are entitled to elect 75% of ACC’s board of directors. A trust (the “Trust”) holds Class B shares that represent approximately 40% of the combined voting power of the common stock. Prior to the Termination Date, James E. Stowers, Jr. served as the trustee of the Trust. Pursuant to the trust agreement governing the Trust (hereinafter the “Trust Agreement”), as trustee of the Trust, Mr. Stowers had the ability to vote and to dispose of the Class B shares owned by the Trust. Under Section 2(a)(9) of the 1940 Act, Mr. Stowers’ control of greater than 25% of the voting securities created a presumption that he controlled ACC.
On the Termination Date, pursuant to the terms of the Trust Agreement, Mr. Richard W. Brown succeeded Mr. Stowers as the trustee of the Trust. Mr. Brown currently serves as co-chairman of the Board of Directors of ACC and also serves as co-chairman of the Board of Directors of Stowers Resource Management, Inc. (“SRM”) and chairman of the Board of Directors of the Stowers Institute for Medical Research (“SIMR”). As trustee, Mr. Brown has the responsibility to manage the affairs of the Trust, which include managing the Trust property, distributing income to its beneficiaries, voting the shares of ACC stock held by the Trust, and complying with the Trust Agreement’s dispositive provisions upon the occurrence of specific events.  During his lifetime, Mr. Brown may designate other qualified individuals and corporations to act as trustee. Should he fail to do so, David A. Welte shall become the successor trustee.  Mr. Welte currently serves as a member of the Board of Directors of ACC and also serves as Executive Vice President and General Counsel of SRM and as a member of the Board of Directors of SRM and SIMR. Should neither Mr. Brown nor Mr. Welte be able to act as trustee or designate someone to act in his place, a majority of the members of the Executive Committee of the SRM Board of Directors shall make such

22
Nominees.
appointment. Pursuant to the terms of the Trust Agreement, the ultimate beneficiary of the Trust, including the ACC stock held by the Trust, is SRM, SIMR or another tax-exempt member of the Stowers Group of Companies.*
Information Regarding ACIM
ACIM is a wholly-owned subsidiary of ACC and has been providing management and advisory services to the American Century family of funds since 1958. Currently, ACGIM is wholly owned by ACIM. However, in order to streamline American Century’s corporate organization, ACGIM is being merged into ACIM as of June 16, 2010. This merger will not change in any way how the Funds are managed, the personnel who manage the Funds, the advisory fees for such management services or any other matter relating to the operations of the Funds. The only change is that the named party in all advisory agreements will be ACIM. The following table lists the names, positions and principal occupations of the directors and principal executive officer of ACIM:
American Century Investment Management, Inc.
NamePosition with ACIMPrincipal Occupation
Enrique Chang
President, Chief
Executive Officer and
Chief Investment Officer
Chief Investment Officer
James E.
Stowers, Jr.
Director
Founder, Co-Chairman and Director, ACC; Director, ACIM, ACS, ACIS and other ACC subsidiaries
Jonathan S.
Thomas
Executive Vice
President, Director
President and Chief Executive Officer, ACC; Chief Executive Officer, and Manager, ACS; Director, ACIM, ACIS and other ACC subsidiaries
Officers of the Advisors and the Funds who own ACC stock are Otis Cowan, Charles Etherington, David Reinmiller, Maryanne Roepke and Ward Stauffer.  The address for the Advisors and each of their officers and directors is 4500 Main Street, Kansas City, Missouri 64111.
Description of the Management Agreements
The Advisors previously served as investment advisors to each of the Funds pursuant to the Prior Management Agreements, and currently serve as investment advisors pursuant to the Interim Management Agreements. The table included as Exhibit E shows the dates of the Interim Management Agreements, as well as the dates and reason the Prior Management Agreements were last submitted to shareholders for approval. Under the
*The Stowers Group of Companies is a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatment and prevention of disease.

23
Proposed Management Agreements, ACIM will provide the same services to the Funds as were provided by the Advisors under the Prior and Interim Management Agreements.
Each of the Prior Management Agreements, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment (as defined by the 1940 Act). Any change in control of the Advisors or their parent company may cause an assignment. As previously described, on February 16, 2010, there was a deemed change in control of the Advisors’ parent company, ACC, which caused an “assignment” of the Prior Management Agreements resulting in their automatic termination. Accordingly, the Boards have determined it to be in the best interests of each Fund and its shareholders to approve a new management agreement between ACIM and the respective Issuers on behalf of each Fund. Each Board, including the Independent Directors, approved the Proposed Management Agreements and recommended their approval by shareholders, as required by the 1940 Act
To ensure the continuity of the investment advisory services to the Funds after the aforementioned termination of the Prior Management Agreements, and before shareholder approval of the Proposed Management Agreements, the Boards approved Interim Management Agreements between the Advisors and the Issuers on behalf of the Funds in accordance with Rule 15a-4 of the 1940 Act. See “Basis for the Boards’ Approval of the Proposed Management Agreements” for a discussion of the factors the Boards considered in their approval of the Proposed Management Agreements.
Interim Management Agreements
The terms of the Interim Management Agreements are substantially identical to those of the corresponding Prior Management Agreements. However, there are differences relating to effective dates, duration and termination provisions as described below.
The Interim Management Agreements were effective upon the termination of the Prior Management Agreements and will continue to be effective until the earlier of (i) 150 days following the date of their execution or (ii) the effective date of the Proposed Management Agreements (provided such agreements have been approved in the manner required under the 1940 Act), unless terminated sooner in accordance with their terms. If shareholders of the Funds do not approve the Proposed Management Agreements on behalf of their respective Funds, the Boards will take such action as they deem to be in the best interests of the Funds, which may include further solicitation of shareholders. In addition, each Interim Management Agreement may be terminated with respect to any Fund by the Board, by a vote of a majority of the outstanding voting securities (as defined by the 1940 Act) of such Fund, or by the Advisors without payment of any penalty, upon 60 days’ written notice to the other party.

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The rate of compensation paid to the Advisors by each Fund under the Interim Management Agreements is the same as that paid under the corresponding Prior Management Agreements.
Proposed Management Agreements
The Boards have unanimously approved and recommended that shareholders approve the Proposed Management Agreements with ACIM on behalf of their respective Funds. The approval of a Proposed Management Agreement by one Fund is not contingent upon the approval of a Proposed Management Agreement by any other Fund, including Funds that are series of the same Issuer. The Advisors’ fee under each Prior Management Agreement on behalf of the respective Funds and share classes will be the same under the corresponding Proposed Management Agreement. A form of the Proposed Management Agreements is attached as Exhibit D. The description of the terms of the Proposed Management Agreements is qualified in its entirety by reference to Exhibit D.
Comparison of the Prior Management Agreements and the Proposed Management Agreements
The terms of the Proposed Management Agreements are substantially identical to those of the corresponding Prior Management Agreement except for (i) the date, (ii) the substitution of ACIM for ACGIM as advisor of those Funds currently managed by ACGIM, and (iii) certain other non-material changes.
Management Services
The investment management services to be provided by ACIM to each Fund under the Proposed Management Agreements are the same as those currently provided by the Advisors to each Fund under the Prior Management Agreements. Both the Prior Management Agreements and the Proposed Management Agreements provide that each Fund’s advisor will: (i) maintain a continuous investment program and decide which investments to buy and sell for each Fund’s portfolio; and (ii) select brokers and dealers to carry out portfolio securities transactions for each Fund.
Fees and Expenses
The provisions of the Proposed Management Agreements regarding expenses are identical to the provisions of the Prior Management Agreements. Under the terms of the Prior Management Agreements and the Proposed Management Agreements, each Fund’s advisor will pay all of the expenses of each class of each Fund, other than interest, taxes, brokerage commissions, extraordinary expenses, the fees and expenses of the Independent Directors (including counsel fees), and expenses incurred in connection with the provision of shareholder services and distribution services under a plan adopted pursuant to Rule 12b-1 under the 1940 Act.
The fees payable by each Fund to its advisor under both the Prior Management Agreements and the Proposed Management Agreements are identical and are set forth in Exhibit F. Additionally, Exhibit G sets forth the aggregate

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amount of fees paid to the Advisors and the amount and purpose of any material payments to the Advisors by a Fund during the last fiscal year.
Termination
Each Prior Management Agreement and Proposed Management Agreement provides that it will terminate automatically in the event of its assignment (as defined in the 1940 Act). In addition, the Prior Management Agreements and the Proposed Management Agreements each are terminable with respect to a Fund at any time, without payment of any penalty, by the Board of each Fund or by a vote of the majority of a Fund’s outstanding voting securities on 60 days’ written notice to the Fund’s advisor, or by the Fund’s advisor upon 60 days’ written notice to the Fund.
Merger of ACIM and ACGIM
As noted above, for reasons of organizational simplification, American Century has determined to merge ACGIM into ACIM, resulting in a single investment advisor. This merger will eliminate the need for multiple investment management agreements with certain Issuers, previously necessary because of the separation of duties between the two entities. Prior to the merger, ACIM was responsible for management of all domestic strategies, including cash management for all Funds, while ACGIM was responsible for all international strategies. This division of duties, based primarily on the location of the various investment management teams, sometimes resulted in an Issuer having more than one investment management agreement. For instance, a Fund managed with an international strategy had an investment management agreement with ACGIM for the international management duties, and a subadvisory agreement with ACIM regarding the management of such Fund’s cash position.
The combination of the Advisors into a single entity will eliminate the need for multiple investment management agreements without changing the nature, quality or extent of the services provided. There will be no change in portfolio managers as a result of this combination, or in how the Funds are managed, and the change will be seamless, and transparent, to shareholders in the Funds. This decision is unrelated to the change of control that necessitated this proxy and the merger does not require the approval of Fund shareholders.
Advisory Services to Other Funds
The following table provides information regarding non-American Century mutual funds for which the Advisors provide investment advisory services and that have investment objectives and strategies that are similar to those of the Funds. All of the information below is provided for the calendar year ended December 31, 2009.

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Fund
2009 Average
Net Assets ($)
Actual
Management
Fee Received ($)
Effective Management
Fee (as a percentage of
average daily net assets)
The following funds are managed pursuant to a similar investment strategy as American Century Growth.
Principal LargeCap Growth Fund II939,055,6753,306,5280.352%
The following funds are managed (or, in some cases, a portion of a fund is managed) pursuant to a similar investment strategy as American Century Vista.
John Hancock Vista Fund159,791,307690,2340.432%
John Hancock Vista Trust101,583,346441,7880.435%
NVIT Multi-Manager Mid Cap Growth Fund153,215,692684,3460.447%
A portion of the following fund’s assets is managed pursuant to a similar investment strategy as American Century International Discovery.
NVIT Multi-Manager International Growth Fund81,838,115531,7280.650%
A portion of the following fund’s assets is managed pursuant to a similar investment strategy as American Century Value.
NVIT Multi-Manager Multi Cap Value Fund4,240,63114,5750.344%
A portion of the following fund’s assets is managed pursuant to a similar investment strategy as American Century Growth. Another portion is managed pursuant to a similar investment strategy as American Century Global Growth.
VALIC Growth Fund482,139,8922,322,4200.482%
The following fund is managed pursuant to a similar investment strategy as American Century International Growth.
VALIC International Growth I Fund218,553,4551,412,6840.646%
A portion of the following fund’s assets is managed pursuant to a similar investment strategy as American Century International Opportunities. Another portion is managed pursuant to a similar investment strategy as American Century International Discovery.
Laudus International MarketMasters Fund261,049,8172,139,6570.820%
The following funds are managed (or, in some cases, a portion of a fund is managed) pursuant to a similar investment strategy as American Century Mid Cap Value.
MML Mid Cap Value Fund319,826,3911,440,0840.450%
Northwestern Mutual Mid Cap Value Portfolio67,348,567372,7900.554%
NVIT Multi-Manager Mid Cap Value Fund128,246,269575,9350.449%
A portion of the following fund’s assets is managed pursuant to a similar investment strategy as American Century Small Cap Value. Another portion is managed pursuant to a similar investment strategy as American Century Mid Cap Value.
ING American Century Small-Mid Cap Value Portfolio88,116,856551,9730.626%

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Fund
2009 Average
Net Assets ($)
Actual
Management
Fee Received ($)
Effective Management
Fee (as a percentage of
average daily net assets)
The following funds are managed (or, in some cases, a portion of a fund is managed) pursuant to a similar investment strategy as American Century Large Company Value.
Transamerica American Century Large Company Value VP373,877,6521,417,4220.379%
VALIC Core Value51,626,133234,2540.454%
Northwestern Mutual Large Company Value Portfolio34,701,773163,4100.471%
Basis for the Boards’ Approval of the Proposed Management Agreements
At the meetings held on March 29, 2010, after considering all information presented, the Boards, including the Independent Directors, unanimously approved each Proposed Management Agreement and determined to recommend that shareholders approve the Proposed Management Agreements. The Boards requested and reviewed extensive data and information compiled by the Advisors and certain independent providers of evaluation data concerning the Funds and services provided to the Funds by the Advisors. The Boards oversee on a continuous basis and evaluate at their quarterly meetings, directly and through the committees of the Boards, the nature and quality of significant services provided by the Advisors, the investment performance of the Funds, shareholder services, audit and compliance functions and a variety of other matters relating to the Funds’ operations. The information considered and the discussions held at the meetings included, but were not limited to:
the nature, extent and quality of investment management, shareholder services and other services provided to the Funds;
the wide range of programs and services the Advisors provide to the Funds and their shareholders on a routine and non-routine basis;
the compliance policies, procedures, and regulatory experience of the Advisors;
data comparing the cost of owning the Funds to the cost of owning a similar fund;
the fact that there will be no changes to the fees, services, or personnel providing such services as compared to the Prior Management Agreements;
data comparing the Funds’ performance to appropriate benchmarks and/or a peer group of other mutual funds with similar investment objectives and strategies;
financial data showing the profitability of the Funds to the Advisors and the overall profitability of the Advisors;
data comparing services provided and charges to other non-fund investment management clients of the Advisors; and
consideration of collateral benefits derived by the Advisors from the

28

management of the Funds and potential economies of scale relating thereto.
The Boards also considered whether there was any reason for not continuing the existing arrangement with the consolidated Advisors. In this regard, the Boards were mindful of the potential disruptions of the Funds’ operations and various risks, uncertainties and other effects that could occur as a result of a decision not to continue such relationship. In particular, the Boards recognized that most shareholders have invested in the Funds on the strength of the Advisors’ industry standing and reputation and in the expectation that the Advisors will have a continuing role in providing advisory services to the Funds.
Factors Considered
The Boards considered all of the information provided by the Advisors, the independent data providers, and the Boards’ independent counsel, and evaluated such information for each fund the Boards oversee. The Boards did not identify any single factor as being all-important or controlling, and each Director may have attributed different levels of importance to different factors. In deciding to approve the Proposed Management Agreements under the terms ultimately determined by the Boards to be appropriate, the Boards based their decision on a number of factors, including the following:
Nature, Extent and Quality of Services – Generally. Under the Proposed Management Agreements, ACIM is responsible for providing or arranging for all services necessary for the operation of the Funds. The Boards noted that under the Proposed Management Agreements, ACIM provides or arranges at its own expense a wide variety of services including:
constructing and designing the Funds
portfolio security selection
initial capitalization/funding
securities trading
Fund administration
custody of Fund assets
daily valuation of each Fund’s portfolio
shareholder servicing and transfer agency, including shareholder confirmations, recordkeeping and communications
legal services
regulatory and portfolio compliance
financial reporting
marketing and distribution
The Boards noted that many of these services have expanded over time both in terms of quantity and complexity in response to shareholder demands,

29
competition in the industry, changing distribution channels and the changing regulatory environment.
Investment Management Services. The nature of the investment management services to be provided to the Funds is complex and would provide Fund shareholders access to professional money management, instant diversification of their investments within an asset class, the opportunity to easily diversify among asset classes, and liquidity. In evaluating investment performance, the Boards expect ACIM to manage each Fund in accordance with its investment objectives and approved strategies. In providing these services, ACIM utilizes teams of investment professionals (portfolio managers, analysts, research assistants, and securities traders) who require extensive information technology, research, training, compliance and other systems to conduct their business. The Boards, directly and through their Fund Performance Review Committees, regularly review investment performance information for each Fund, together with comparative information for appropriate benchmarks and/or peer groups of similarly-managed funds, over different time horizons. If performance concerns are identified, the underperforming Fund receives special reviews until performance improves, during which time the Boards discuss with the Advisors the reasons for such underperformance and any efforts being undertaken to improve performance.
Shareholder and Other Services. Under the Proposed Management Agreements, ACIM will also provide the Funds with a comprehensive package of transfer agency, shareholder, and other services. The Boards, directly and through the various committees of the Boards, regularly review reports and evaluations of such services. These reports include, but are not limited to, information regarding the operational efficiency and accuracy of the shareholder and transfer agency services provided, staffing levels, shareholder satisfaction (as measured by external as well as internal sources), technology support, new products and services offered to fund shareholders, securities trading activities, portfolio valuation services, auditing services, and legal and operational compliance activities. Certain aspects of shareholder and transfer agency service level efficiency and the quality of securities trading activities are measured by independent third party providers and are presented in comparison to other fund groups not managed by the Advisors.
Costs and Profitability. The Advisors provided detailed information concerning their cost of providing various services to the Funds, their profitability in managing the Funds, their overall profitability, and their financial condition. The Independent Directors reviewed with the Advisors the methodology used to prepare this financial information. The financial information was considered in evaluating the Advisors’ financial condition, ACIM’s ability to continue to provide services under the Proposed Management Agreements, and the reasonableness of the proposed management fees. The Boards concluded that the Advisors’ profits were reasonable in light of the services to be provided to the Funds.
Ethics. The Boards generally consider the Advisors’ commitment to

30
providing quality services to shareholders and to conducting their business ethically. They noted that the Advisors’ practices generally meet or exceed industry best practices.
Economies of Scale. The Boards also reviewed information provided by the Advisors regarding the possible existence of economies of scale in connection with the management of the Funds. The Boards concluded that economies of scale are difficult to measure and predict with precision, especially on a fund-by-fund basis. The Boards concluded that the Advisors are appropriately sharing economies of scale through their competitive fee structure, offering competitive fees from fund inception, fee breakpoints as each Fund increases in size, and through reinvestment in its business to provide shareholders additional content and services.
Comparison to Other Funds’ Fees. Both the Prior and Proposed Management Agreements provide that each Fund pay its advisor a single, all-inclusive (or unified) management fee for providing all services necessary for the management and operation of the Funds, other than brokerage expenses, taxes, interest, extraordinary expenses, and the fees and expenses of the Funds’ Independent Directors (including their independent legal counsel) and expenses incurred in connection with the provision of shareholder services and distribution services under a plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the unified fee structure, such advisor is responsible for providing all investment advisory, custody, audit, administrative, compliance, recordkeeping, marketing and shareholder services, or arranging and supervising third parties to provide such services. By contrast, most other funds are charged a variety of fees, including an investment advisory fee, a transfer agency fee, an administrative fee, distribution charges and other expenses. Other than their investment advisory fees and any applicable Rule 12b-1 distribution fees, all other components of the total fees charged by these other funds may be increased without shareholder approval. The Boards believe the unified fee structure is a benefit to Fund shareholders because it clearly discloses to shareholders the cost of owning Fund shares, and, since the unified fee cannot be increased without a vote of Fund shareholders, it shifts to the Advisors the risk of increased costs of operating the Funds and provides a direct incentive to minimize administrative inefficiencies. Part of the Boards’ analysis of fee levels involves reviewing certain evaluative data compiled by an independent provider and comparing each Fund’s unified fee to the total expense ratio of other funds in the Fund’s peer group. The Boards concluded that the management fee to be paid by each Fund to ACIM under the Proposed Management Agreements is reasonable in light of the services to be provided to the Fund.
Comparison to Fees and Services Provided to Other Clients of the Advisors. The Boards also requested and received information from the Advisors concerning the nature of the services, fees, and profitability of their advisory services to advisory clients other than the Funds. They observed that these varying types of client accounts require different services and involve

31
different regulatory and entrepreneurial risks than the management of the Funds. The Boards analyzed this information and concluded that the fees charged and services provided to the Funds were reasonable by comparison.
Collateral or “Fall-Out” Benefits Derived by the Advisors. The Boards considered the existence of collateral benefits the Advisors may receive as a result of their relationship with the Funds. They concluded that the Advisors’ primary business is managing mutual funds and they generally do not use fund or shareholder information to generate profits in other lines of business, and therefore do not derive any significant collateral benefits from them. The Boards noted that the Advisors receive proprietary research from broker-dealers that execute fund portfolio transactions and concluded that this research is likely to benefit Fund shareholders. The Boards also determined that the Advisors are able to provide investment management services to certain clients other than the Funds, at least in part, due to their existing infrastructure built to serve the fund complex. The Boards concluded, however, that the assets of those other clients are not material to the analysis and, in any event, are included with the assets of the Funds to determine breakpoints in each Fund’s fee schedule, provided they are managed using the same investment team and strategy.
Conclusion of the Boards. As a result of this process, the Boards, in the absence of particular circumstances and assisted by the advice of their independent legal counsel, taking into account all of the factors discussed above and the information provided by the Advisors and others, concluded that the Proposed Investment Management Agreements should be approved and recommend their approval to shareholders.
Affiliated Brokerage
American Century Investment Services, Inc. (the Funds’ distributor) and the Advisors 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 for the fiscal years shown:
Fund
Year End
Aggregate Amount
of Commissions
Paid to Affiliated
Brokers
Percentage of
Dollar Amount of
Portfolio Transactions
  
JPMS
JPMC
JPMS
JPMC
American Century Capital Portfolios, Inc.
Equity Income3/31/09$362,578$01.76%—
Equity Index3/31/09$0$00%—
Large Company Value3/31/09$18,895$00.88%—
Mid Cap Value3/31/09$19,242$01.17%—
NT Large Company Value3/31/09$1,243$00.32%—
NT Mid Cap Value3/31/09$3,403$00.95%—
Real Estate3/31/09$26,872$00.79%—
Small Cap Value3/31/09$0$00%—

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Value3/31/09$83,692$02.39%—
American Century Growth Funds, Inc.
Legacy Focused Large Cap7/31/09$192$01.58%—
Legacy Large Cap7/31/09$640$01.23%—
Legacy Multi Cap7/31/09$648$00.86%—
American Century Mutual Funds, Inc.
Balanced10/31/09$39$00.07%—
Capital Growth10/31/09$5,424$09.32%—
Capital Value10/31/09$2,262$02.65%—
Focused Growth10/31/09$573$04.39%—
Fundamental Equity10/31/09$3,624$00.47%—
Giftrust10/31/09$141,584$04.97%—
Growth10/31/09$719,198$010.49%—
Heritage10/31/09$341,718$05.87%—
New Opportunities10/31/09$15,993$01.78%—
NT Growth10/31/09$33,502$09.02%—
NT Vista10/31/09$12,736$03.56%—
Select10/31/09$92,320$3,6388.92%0.35%
Small Cap Growth10/31/09$54,163$01.77%—
Ultra10/31/09$408,939$7,6688.44%0.13%
Veedot10/31/09$6,560$00.79%—
Vista10/31/09$456,725$04.71%—
American Century Strategic Asset Allocations, Inc.
Strategic Allocation: Conservative11/30/09$15,900$3412.87%0.06%
Strategic Allocation: Moderate11/30/09$104,892$3,4553.72%0.15%
Strategic Allocation: Aggressive11/30/09$94,466$2,4794.45%0.14%
American Century Variable Portfolios, Inc.
VP Balanced12/31/09$29$00.13%–
VP Capital Appreciation12/31/09$49,952$04.40%–
VP Income & Growth12/31/09$53$00.05%–
VP International12/31/09$53,333$7,5933.14%0.63%
VP Large Company Value12/31/09$80$01.71%–
VP Mid Cap Value12/31/09$26,989$01.89%–
VP Ultra12/31/09$17,319$3346.14%0.10%
VP Value12/31/09$117,515$06.05%–
VP Vista12/31/09$8,603$02.98%–
American Century World Mutual Funds, Inc.
Emerging Markets11/30/09$187,209—6.25%—
Global Growth11/30/09$37,073$3,7584.07%0.52%
International Discovery11/30/09$332,590$89,0546.36%2.60%
International Growth11/30/09$186,144$36,4143.17%0.92%
International Opportunities11/30/09$3,965$2650.40%0.08%

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International Stock11/30/09$9,404$1,4444.26%0.96%
International Value11/30/09————
NT Emerging Markets11/30/09$18,631$175.21%0.01%
NT International Growth11/30/09$16,099$2,7183.01%0.75%

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Required Approval for Proposal 2
Each Fund and, in some cases, each class is separately being asked to approve the Proposed Management Agreements. If a Fund has an Institutional Class of shares, the holders of those shares will vote on the Proposed Management Agreement separately from the other share classes of the Fund. For VP Funds other than VP Income & Growth, holders of Class I shares will vote with holders of Class III shares, if any, but holders of Class II Shares, if any, will vote with holders of Class IV shares, if any. (All classes of VP Income & Growth will vote together as a group.)  Separate class votes on Proposal 2 are required in these cases because the affected classes have different unified management fees under the Proposed Management Agreements than the other classes of the applicable Fund due to different arrangements for shareholder and administrative services. Proposal 2, the approval of the Proposed Management Agreements, 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, where applicable, class or (ii) 67% or more of the shares of the Fund or, where applicable, class present or represented by proxy at the Meeting if more than 50% of such shares are present or represented by proxy.
The Boards Recommend that the Shareholders
Vote to Approve the Proposed Management Agreements.
PROPOSAL 3: APPROVAL OF A SUBADVISORY AGREEMENT
FOR THE EQUITY INDEX FUND
Overview and Related Information
American Century Investment Management, Inc. (“ACIM”) currently serves as investment advisor to the Equity Index Fund. As described in Proposal 2, ACIM’s parent company, ACC, recently experienced a deemed change in control, which in turn resulted in the automatic termination of the current subadvisory agreement between ACIM and the Equity Index Fund’s subadvisor, Northern Trust Investments, N.A. (“NTI”). A proposed subadvisory agreement must be approved by the shareholders of the Equity Index Fund in order to ensure the continued provision of advisory services to the Equity Index Fund by NTI.
Information Regarding Northern Trust
NTI is a national banking association and an investment advisor registered under the Investment Advisers Act of 1940, as amended. It primarily manages assets for institutional and individual separately managed accounts, investment companies and bank common and collective funds. NTI is a subsidiary of The Northern Trust Company (“TNTC”).
TNTC is an Illinois state chartered banking organization and a member of the Federal Reserve System. Formed in 1889, TNTC administers and

35
manages assets for individuals, personal trusts, defined contribution and benefit plans and other institutional and corporate clients. TNTC is the principal subsidiary of Northern Trust Corporation (“NTC”), a company that is regulated by the Board of Governors of the Federal Reserve System as a financial holding company under the U.S. Bank Holding Company Act of 1956, as amended.
NTC is a public company headquartered in the United States at 50 South LaSalle Street, Chicago, Illinois 60603 and trades on NASDAQ under the ticker symbol NTRS. As of December 31, 2009, employees, retirees and directors beneficially owned approximately 14.8% of NTC’s common stock.
NTC, through its subsidiaries, has for more than 100 years managed the assets of individuals, institutions and corporations. As of December 31, 2009, NTI and its affiliates had assets under custody of $3.7 trillion and assets under investment management of $627.2 billion.
The address of the NTI directors and principal executive officer is 50 South LaSalle St., Chicago, IL 60603. The following table lists the names and principal occupations of the NTI directors and principal executive officer:

Name
Principal Occupation
Robert BrowneExecutive Vice President, Chief Investment Officer and Director of NTI
Jeffrey CohodesExecutive Vice President, Chief Operating Officer and Director of NTI
Mark Gossett, CFAExecutive Vice President and Director of NTI
Stephen PotterChairman, President, Chief Executive Officer and Director of NTI
Alan RobertsonExecutive Vice President and Director of NTI
Joyce St. ClairDirector of NTI
Lloyd A. WennlundExecutive Vice President and Director of NTI. Also serves as President, Northern Trust Securities, Inc., President, Northern Funds and Northern Institutional Funds, and Head of Product Management, Northern Trust Global Investments.
Comparison of the Prior Subadvisory Agreement  and the Proposed Subadvisory Agreement
NTI previously provided investment subadvisory services to the Equity Index Fund pursuant to a subadvisory agreement between ACIM and NTI dated August 1, 2007 (the “Prior NTI Subadvisory Agreement”). If approved by shareholders of the Equity Index Fund, under the proposed subadvisory agreement (the “Proposed NTI Subadvisory Agreement”) NTI will provide the same services to the Equity Index Fund. A form of the Proposed NTI Subadvisory Agreement is provided in Exhibit H. To ensure the continuity of investment advisory services to the Equity Index Fund after the termination of the Prior NTI Subadvisory Agreement, and before shareholder approval of the Proposed NTI Subadvisory Agreement, the Board approved an interim agreement between the Advisor and NTI on behalf of the Equity Index Fund (the “Interim NTI Subadvisory Agreement”) in accordance with Rule 15a-4 of the 1940 Act. See “Basis for the Board’s Approval of the Proposed NTI

36
Subadvisory Agreement” for a discussion of the factors the Board considered in its approval of the Proposed NTI Subadvisory Agreement. The following paragraphs briefly discuss certain provisions contained in the Proposed NTI Subadvisory Agreement.
Advisory Services
Pursuant to the Prior NTI Subadvisory Agreement and Proposed NTI Subadvisory Agreement, and subject to the supervision of the Advisor, NTI will provide the following services for the Equity Index Fund: (i) make investment decisions for the Equity Index Fund in accordance with its investment objective and policies as stated in its prospectus and statement of additional information and with such written guidelines as ACIM may provide to the subadvisor; (ii) place purchase and sale orders on behalf of the Equity Index Fund; (iii) maintain books and records with respect to the securities transactions of the Equity Index Fund; and (iv) furnish the Board such regular and special reports with respect to the fund as the Board may reasonably request. NTI will also supervise the fund’s investments and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the fund’s assets.
Expenses
Both the Prior NTI Subadvisory Agreement and the Proposed NTI Subadvisory Agreement provide that the subadvisor will pay its organizational, operational and business expenses but is not obligated to pay any expenses of ACIM or expenses of the Equity Index Fund 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 NTI under the Proposed NTI Subadvisory Agreement are the same as the fees paid under the Prior NTI Subadvisory Agreement. Both agreements provide that NTI 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. The fees are paid by ACIM out of the management fee it receives from the Equity Index Fund. The terms of both agreements provide that ACIM will pay NTI a management fee payable monthly in arrears on the first business day of each month. For the fiscal year ended March 31, 2009, ACIM paid NTI subadvisory fees of $119,454.
Liability of NTI
Under the terms of both the Prior NTI Subadvisory Agreement and the Proposed NTI Subadvisory Agreement, NTI will not be liable to the Equity Index Fund for any loss due solely to a mistake of investment judgment. However, NTI 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.

37
Additional Information about NTI
In addition to serving as the investment subadvisor to the Equity Index Fund, NTI also serves as subadvisor to the following mutual funds having similar investment objectives to the Equity Index Fund:
Fund NameAssets Under ManagementNTI's
as of December 31, 2009Rate of Compensation
DWS S&P 500
Index Fund
$2.5 billionFirst $2.0 billion, 0.015%; next $2.0 billion, 0.01%; over $4.0 billion, 0.005%
Guidestone Equity
Index Fund
$382.9 millionFirst $100 million, 0.04%; next $250 million, 0.02%; balance, 0.005%
MassMutual Select
Indexed Equity Fund
$1.6 billionFirst $1 billion, 0.01%; balance, 0.0075%
USAA S&P 500
Index Fund
$2.7 billionFirst $1.5 billion, 0.02%; next $1.5 billion, 0.01%; balance, 0.005%
DWS Equity 500
Index VIP
$756.3 millionFirst $2.0 billion, 0.015%; next $2.0 billion, 0.01%; over $4.0 billion, 0.005%
MML Equity
Index Fund
$305.8 millionFirst $1 billion, 0.1%; over $1 billion, 0.0075%
In connection with providing investment subadvisory services to the funds listed above, NTI has not waived or reduced its fees below the amounts specified in NTI’s investment subadvisory contracts with these parties.
Basis for the Board’s Approval of the Proposed NTI Subadvisory Agreement
At its meeting held on March 29, 2010, the fund’s Board, including the Independent Directors, considered and approved the Proposed NTI Subadvisory Agreement between ACIM and NTI with respect to the Equity Index Fund. In approving the Proposed NTI Subadvisory Agreement, the Board considered the following criteria relevant to NTI:
The nature of the investment management services provided to the fund;
NTI’s breadth of experience in index fund management;
Data comparing the fund’s performance to appropriate benchmarks; and
The compliance policies, procedures, and regulatory experience of NTI.
The Board also considered NTI’s positive track record with respect to complying with American Century’s stringent requirements for trading practices and soft dollar arrangements.
Under the subadvisory agreement, the subadvisor is responsible for managing the investment operations and composition of the fund, including the purchase, retention, and disposition of the investments held by the fund. In performing its evaluation, the Board considered information received in connection with the approval of the Proposed NTI Subadvisory Agreement, as well as information provided on an ongoing basis at its regularly scheduled Board and committee meetings. The Board did not consider the profitability of

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NTI because the subadvisor is paid from the unified fee of ACIM as a result of arm’s length negotiations.
After considering all information presented, and while no single factor was determinative, the fund’s Board, including the Independent Directors, unanimously approved the Proposed NTI Subadvisory Agreement and determined to recommend that shareholders of the Equity Index Fund approve the Proposed NTI Subadvisory Agreement.
Required Approval for Proposal 3
Proposal 3, the approval of the Proposed NTI 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 Board of American Century Capital Portfolios, Inc. Recommends
that the Shareholders of the Equity Index Fund Vote
to Approve the Proposed NTI Subadvisory Agreement.
PROPOSAL 4: APPROVAL OF A SUBADVISORY AGREEMENT
FOR THE INTERNATIONAL VALUE FUND
Overview and Related Information
American Century Global Investment Management, Inc. (“ACGIM”) currently serves as investment advisor to the International Value Fund. As described in Proposal 2, ACGIM’s ultimate parent company, ACC, recently experienced a deemed change in control which in turn resulted in the automatic termination of the current subadvisory agreements between ACGIM and the International Value Fund’s subadvisor, Templeton Investment Counsel, LLC (“Templeton”) and between Templeton and Franklin Templeton Investments (Asia) Limited (“Franklin Asia”). A proposed subadvisory agreement must be approved by the shareholders of the International Value Fund in order to ensure the continued provision of advisory services to the International Value Fund by Templeton and Franklin Asia.
Information Regarding Templeton And Franklin Asia
Templeton is a wholly-owned subsidiary of Templeton Worldwide, Inc. (“TWI”).  Franklin Asia is a wholly-owned subsidiary of Templeton Asset Management Ltd. (“TAM”), which is a wholly-owned subsidiary of Templeton International, Inc. (“TII”).  TII is a wholly-owned subsidiary of TWI, which is a wholly-owned subsidiary of Franklin Resources, Inc. (“FRI”). Templeton, TWI and TII are located at 500 E. Broward Blvd, Suite 2100, Ft. Lauderdale, FL 33394. Franklin Asia is located at 8 Connaught Road Central, Chater House-17th Floor, Hong Kong. TAM is located at 7 Temasek Blvd., Suntec Tower 1, Singapore. FRI is located at One Franklin Parkway, San Mateo, CA 94403.

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The address for the principal executive officer of Templeton is 500 E. Broward Blvd, Suite 2100, Fort Lauderdale, FL 33394.  Templeton is a limited liability company, managed by its sole member, TWI.  The following table lists the name and principal occupations of Templeton’s principal executive officer:
NamePrincipal Occupation
Donald Francis ReedChief Executive Officer of Templeton.  Also serves as Director, Chief Executive Officer and President of Franklin Templeton Investments Corp.
The address for the managing director (principal executive officer) and each director of Franklin Asia is 8 Connaught Road Central, Chater House-17th Floor, Hong Kong. The following table lists the names and principal occupations of Franklin Asia’s managing director and other directors:
NamePrincipal Occupation
Mark Banks BrowningManaging Director of Franklin Asia and all Asia operations
David Wan ChangDirector of Franklin Asia and Regional Head of Greater China operations
David Wood HudsonDirector of Franklin Asia and Senior Managing Director of Darby Investments’ Asia operations
Allan Hung LamDirector of Franklin Asia and Portfolio Manager for various emerging markets portfolios
Gregory Eugene McGowanDirector of Franklin Asia and Director, Executive Vice President and General Counsel of TII and TWI
Dr. Joseph Bernard
Mark Mobius
Chairman and Director of Franklin Asia and Portfolio Manager, officer and/or director for various advisory affiliates
Jed Andrew PlafkerDirector of Franklin Asia and Executive Managing Director, Franklin Templeton International Advisor Services
Wai Kwok Tom WuDirector of Franklin Asia and Portfolio Manager for various advisory affiliates
Comparison of the Prior Subadvisory Agreements and the Proposed Combined Subadvisory Agreement
Templeton previously provided investment subadvisory services to the International Value Fund pursuant to a subadvisory agreement between ACGIM and Templeton dated March 30, 2006 (the “Prior Templeton Subadvisory Agreement”). In addition, Franklin Asia previously provided investment subadvisory services to the International Value Fund pursuant to a subadvisory agreement between Templeton and Franklin Asia dated  May 23, 2007, which appointed Franklin Asia as an additional advisor to the International Value Fund (“Prior Franklin Asia Subadvisory Agreement”, together with the Prior Templeton Subadvisory Agreement, the “Prior Agreements”).  If approved by shareholders of the International Value Fund, Templeton and Franklin Asia will provide the same services to the International Value Fund pursuant to one combined subadvisory agreement (the “Proposed Combined Subadvisory Agreement”). A form of the Proposed Combined Subadvisory Agreement is provided in Exhibit I. To ensure the continuity of investment subadvisory services to the International Value Fund after the termination of the Prior Agreements, and before shareholder approval of the Proposed Combined Subadvisory Agreement, the fund’s Board approved interim agreements

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between ACGIM and Templeton and between Templeton and Franklin Asia on behalf of the International Value Fund (the “Interim Subadvisory Agreements”) in accordance with Rule 15a-4 of the 1940 Act. See “Basis for the Board’s Approval of the Proposed Combined Subadvisory Agreement” for a discussion of the factors the Board considered in its approval of the Proposed Combined Subadvisory Agreement. The following paragraphs briefly discuss certain provisions contained in the Proposed Combined Subadvisory Agreement.
Advisory Services
Pursuant to the Prior Agreements, and subject to the supervision of ACGIM, and pursuant to the Proposed Combined Subadvisory Agreement, and subject to the supervision of American Century Investment Management, Inc. (“ACIM”), Templeton and Franklin Asia will provide the following services for the International Value Fund: (i) manage the investments and reinvestments of fund assets; (ii) formulate and implement a continuous investment program consistent with the fund’s investment objective and related investment policies as set forth in the registration statement; and (iii) select brokers and dealers to carry out portfolio securities transactions.
Expenses
The Prior Agreements and the Proposed Combined Subadvisory Agreement provide that Templeton and Franklin Asia will each pay all expenses incurred by it in connection with its activities under the relevant subadvisory agreement.
Compensation
The fees to be paid to Templeton under the Proposed Combined Subadvisory Agreement are the same as the fees paid under the Prior Templeton Subadvisory Agreement. Both agreements provide that Templeton be paid a monthly fee at an annual rate of 0.50% of the first $100 million of the fund’s average daily net assets and 0.40% of average daily net assets over $100 million. For the fiscal years ending November 2009, 2008 and 2007, ACGIM paid Templeton subadvisory fees of $428,561, $335,442, and $342,815, respectively. The fees are paid by the fund’s advisor out of the management fee it receives from the International Value Fund. The terms of both agreements provide that the fund’s advisor will pay Templeton its fee monthly in arrears on the first business day of each month.  ACGIM did not pay Franklin Asia directly for its services under the Prior Franklin Asia Subadvisory Agreement, and ACIM will not pay Franklin Asia directly for its services under the Proposed Combined Subadvisory Agreement.
Liability of Templeton and Franklin Asia
Under the terms of both the Prior Agreements and the Proposed Combined Subadvisory Agreement, Templeton and Franklin Asia will not be liable to the International Value Fund for any error of judgment, mistake of law, or for any loss arising out of any investment. However, Templeton and Franklin

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Asia will each be liable for willful misfeasance, bad faith or gross negligence, or reckless disregard for its obligations and duties.
Additional Information about Templeton and Franklin Asia
In addition to serving as the investment subadvisor to the International Value Fund, Templeton and Franklin Asia together also serve as advisor or subadvisor to the following mutual funds having similar investment objectives to the International Value Fund:
Fund Name
Assets Under
Management
Templeton’s  Rate of Compensation
Templeton
Global
Opportunities
Trust
$900,897,0000.75% of the value of net assets up to and including $1 billion; 0.73% of the value of net assets over $1 billion up to and including $5 billion; 0.71% the value of net assets over $5 billion up to and including $10 billion; 0.69% of the value of net assets over $10 billion up to and including $15 billion; 0.67% the value of net assets over $15 billion up to and including $200 billion; and 0.65% the value of net assets over $20 billion
Northwestern
Mutual Series
Fund, Inc. –
International
Equity Portfolio
$1,208,334,000annual rate of 0.50% on the first $100 million of the average net assets reduced to 0.35% on the next $50 million, 0.30% on the next $350 million, 0.25% on the next $500 million, 0.20% on the next $500 million and 0.15% in excess of $1.5 billion
In connection with providing investment advisory or subadvisory services to the funds listed above, neither Templeton nor Franklin Asia has waived or reduced its fees below the amounts specified in Templeton or Franklin Asia’s investment subadvisory contracts with these parties.
Basis for the Board’s Approval of the Proposed Combined Subadvisory Agreement
At its meeting held on March 29, 2010, the fund’s Board, including the Independent Directors, considered and approved the Proposed Combined Subadvisory Agreement between ACIM, Templeton and Franklin Asia with respect to the International Value Fund. In approving the Proposed Combined Subadvisory Agreement, the Board considered the following criteria relevant to Templeton and Franklin Asia:
The nature of the investment management services provided to the fund;
Templeton and Franklin Asia’s breadth of experience in international fund management;
Data comparing the fund’s performance to appropriate benchmarks and a peer group of other funds with similar objectives and strategies; and
The compliance policies, procedures, and regulatory experience of Templeton and Franklin Asia.

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The Board also considered Templeton and Franklin Asia’s positive track record with respect to complying with American Century’s stringent requirements for trading practices and soft dollar arrangements.
Under the Proposed Combined Subadvisory Agreement, Templeton and Franklin Asia are responsible for managing the investment operations and composition of the fund, including the purchase, retention, and disposition of the investments held by the fund. In performing its evaluation, the Board considered information received in connection with the approval of the Proposed Combined Subadvisory Agreement, as well as information provided on an ongoing basis at its regularly scheduled Board and committee meetings. The Board did not consider the profitability of Templeton because Templeton is paid from the unified fee of the fund’s advisor as a result of arm’s length negotiations.
After considering all information presented, and while no single factor was determinative, the fund’s Board, including the Independent Directors, unanimously approved the Proposed Combined Subadvisory Agreement and determined to recommend that shareholders of the International Value Fund approve the Proposed Combined Subadvisory Agreement.
Required Approval for Proposal 4
Proposal 4, the approval of the Proposed Combined 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 Board of American Century World Mutual Funds, Inc.
Recommends that the Shareholders of the International Value Fund Vote to Approve the Proposed Combined Subadvisory Agreement.
PROPOSAL 5: APPROVAL OF AMENDMENT TO THE ARTICLES
OF INCORPORATION TO LIMIT CERTAIN DIRECTOR LIABILITY
TO THE EXTENT PERMITTED BY MARYLAND LAW
Overview
Directors of public companies, including American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. (collectively the “Amending Issuers”), may be subject to substantial personal liability for actions taken or omitted by them as directors, as well as significant expense in defending their conduct. Under the law of Maryland, the Amending Issuers’ state of incorporation, corporations are permitted to provide directors with some protection from personal liability. However, there are limits to the protection afforded, as described below. The Issuers described in this Proxy Statement, other than the Amending Issuers, have provisions in their Articles of Incorporation reflecting the protections allowed

43
under Maryland law. This Proposal is intended to achieve consistency among the Articles of Incorporation of all Issuers served by the Boards.
Scope of Maryland Law
Maryland law authorizes a Maryland corporation to include in its Articles of Incorporation a provision that limits the ability of the corporation and its shareholders to recover monetary damages from a director. However, Maryland law does not permit a corporation to limit the liability of a director (i) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, or (ii) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberative dishonesty and was material to the cause of action adjudicated in the proceeding.
Under Maryland law, the directors have the ultimate responsibility for managing the business affairs of a corporation. In discharging this function, the law holds directors to a fiduciary duty of care to the corporation and its shareholders. The duty of care requires the exercise of an informed business judgment. The Maryland law that affords additional protection to directors from personal liability does not change a director’s duty of care, and a breach of such duty would remain a valid basis for an action for an injunction or other equitable relief by or on behalf of a corporation.
In addition to the express limitations of Maryland law with respect to limiting a director’s liability, Section 17(h) of the 1940 Act provides that no provision of the charter instruments of a registered investment company shall “protect or purport to protect any director or officer of the company against liability to the company or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.”
The Staff of the Securities and Exchange Commission has taken the view that, to the extent the provisions of a state’s corporate law or a corporation’s charter instruments are inconsistent with the 1940 Act, the provisions of the 1940 Act are pre-emptive.
Reason for and Text of Amendment
The Board of Directors of each Amending Issuer has determined that the ability of such Issuers to encourage the continued services of its directors and to attract other qualified and experienced individuals will be enhanced by amending the Amending Issuers’ Articles of Incorporation to limit the personal liability of directors to the full extent permitted by Maryland Law.
The Board of Directors of each Amending Issuer has unanimously approved, and recommends to the shareholders for their approval and adoption, an amendment to such Issuers’ respective Articles of Incorporation adding a new Article Tenth as follows:

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TENTH: No director of this corporation shall be personally liable for monetary damages to the corporation or any stockholder, except to the extent that such exclusion from liability shall be limited pursuant to Section 5-418 of the Courts and Judicial Proceedings Article of the Annotated Code of Maryland or Section 17 of the Investment Company Act of 1940 (or any successor provisions thereof).
It should be noted that the directors have an interest in, and may benefit from, the proposed Article Tenth. However, the Board of Directors of each Amending Issuer strongly believes that the proposed Article Tenth is in the best interests of such Issuer and its shareholders and recommends a vote for the adoption of the amendment.
As noted above, the Issuers described in this proxy statement other than the Amending Issuers already have the same or a similar provision in their respective Articles of Incorporation and, as a result, their shareholders are not being asked to take action on this proposal.
Required Approval for Proposal 5
Proposal 5, the Amendment of the Articles of Incorporation, must be approved by a majority of all votes cast on the matter. The shareholders of each Amending Issuer, voting together as a single class that includes the votes of the shares of each Fund that is a series of an Amending Issuer, will vote separately for the amendment of that Issuer’s Articles of Incorporation. Approval of the Proposal by the shareholders of an Amending Issuer is not contingent upon approval of the Proposal by the shareholders of another Amending Issuer.
The Boards of the Amending Issuers Recommend that their Shareholders Vote to Approve the Proposed Amendments to the Articles of Incorporation.
OTHER INFORMATION
Meetings of Shareholders
The Funds are not required to hold annual shareholder meetings, unless required to do so in order to elect directors and for such other purposes as may be prescribed by law or the Funds’ Articles of Incorporation. Special meetings of the shareholders may be called by the directorsBoards for the purpose of taking action upon any other matter deemed by the directorsBoards to be necessary or desirable. A meeting of the shareholders may be held at any place designated by the directors.Boards. Written notice of any meeting is required to be given by the directors.
Directors.
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Boards. Proxies may be solicited by officers of the Funds and the Advisors,Advisor, as well as their affiliates, employees and agents as well as a paid proxy solicitation firm. In addition, financial intermediaries may solicit the proxy of the beneficial owners of the shares. It is anticipated that the solicitation of proxies will be primarily by mail, internet,online, telephone facsimile or personal

45
interview. Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke or otherwise change their voting instructions as shareholders submitting proxies in written form. Telephonic solicitations will follow procedures designed to ensureachieve accuracy and prevent fraud. The AdvisorsAdvisor or an affiliate thereof may reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to beneficial owners of Fund shares,
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and may reimburse certain officers or employees that it may employ for their reasonable expenses in assisting in the solicitation of proxies from such beneficial owners. American Century Services, LLC (“ACS”), the transfer agent and administrator to the Funds, has entered into a contract with Di Costa Partners pursuant to which Di Costa Partners will provide certain project management, telephone solicitation and online and telephonic voting services in addition to providing for the mailing of the Proxy Statement. The fees to be paid to Di Costa Partners under the contract are estimated to be $932,000 in the aggregate.
The expenses associated with this Proxy Statement are anticipated to include the following: (a) expenses associated with the preparation of this Proxy Statement; (b) the costs of printing and mailing the proxy materials and other materials used in connection with the proxy solicitation; (c) accounting and legal fees incurred in connection with the preparation of this Proxy Statement or in connection with the proxy solicitation; (d) solicitation, tabulation and related processing costs (including the costs of a third party solicitor and tabulation agent); and (e) other related administrative or operational costs. The Advisors and the Funds will each bear 50% of such expenses.
American Century Services, LLC (“ACS”), the transfer agent and administrator of the Funds, has entered into a contractpay all expenses associated with Broadridge Financial Solutions, Inc. (“Broadridge”) pursuant tothis Proxy Statement, which Broadridge will provide certain project management, telephone solicitation, and internet and telephonic voting services in addition to providing for the printing and mailing of the proxy statement. The fees to be paid to Broadridge by ACS under the contract are estimated to be $4.3approximately $2.7 million in the aggregate.
aggregate, including the fees paid to Di Costa Partners.
Date, Time and Place of the Meeting
The Meeting will be held on June 16, 2010October 13, 2022 at 10:00 a.m. Central time at the principal executive offices of American Century 4500Investments, 4400 Main Street, Kansas City, Missouri 64111, at 10:30 a.m. Central time. To obtain directions to be able64111. Shareholders are invited to attend the Meeting and vote in person,person. For directions to our office, please call 1-800-345-2021.
Shareholders who cannot attend the Meeting in person are urged to vote using the telephone or online voting instructions that follow or by indicating voting instructions on the enclosed proxy card.
Use and Revocation of Proxies
A shareholder executing and returning a proxy has the power to revoke it at any time prior to its exercise by executing a superseding proxy (i.e., a later-dated and signed proxy), by submitting a notice of revocation to the Secretary of the Funds or by subsequently registering his or her vote by telephone or over the Internet.online. In addition, although mere attendance at the Meeting will not revoke a proxy, a shareholder of record present at the Meeting may withdraw his or her proxy and vote in person. All shares represented by properly executed proxies received at or prior to the Meeting, unless such proxies previously have been revoked, will be voted at the Meeting in accordance with the directions on the proxies. If no direction is indicated on a properly executed proxy, such shares will be voted “FOR” approval of the applicable Proposals.Proposal. It is not anticipated that any matters other than the approval of the ProposalsProposal will be brought before the Meeting. If, however, any other business properly is brought before the

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Meeting, proxies will be voted in accordance with the judgment of the persons designated on such proxies.
Voting Rights and Required Votes
Shareholders are entitled to one vote per dollar of net asset value represented by their shares, with fractional dollars voting proportionally. All references in this Proxy Statement to a vote of, or holders of, a fraction or percentage of outstanding shares of an Issuer should be interpreted to mean that fraction or percentage of the net asset value of the Issuer. A quorum of shareholders is necessary to hold a valid meeting. Shareholders entitled to vote one-third of the issued and outstanding shares of each Issuer Fund or class must be present in person or by proxy to constitute a quorum for purposes of voting on proposalsthe Proposal relating to that Issuer, Fund or class. Shareholders are entitled to one vote per dollar of net asset value represented by their shares, with fractional dollars voting proportionally.Issuer. Shareholders of each Issuer vote separately on Proposal 1 (Election of Director). Shareholders of eachthe Proposal. The election of the Funds will vote separately on Proposal 2. If a Fund has an Institutional Class, holders of those shares will vote separately on Proposal 2. Additionally, for VP Funds other than VP Income & Growth, holders of Class I shares will vote with holders of Class III shares, if any, but holders of Class II Shares, if any, will vote with holders of Class IV shares, if any. Only shareholders of the Equity Index Fund vote on Proposal 3 (Approval of Proposed Subadvisory Agreement with NTI) and only shareholders of the International Value Fund vote on Proposal 4 (Approval of Proposed Subadvisory Agreement with Templeton and Franklin Asia). Only shareholders of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. vote on Proposal 5 (Approval of Articles of Incorporation Amendment). Approval of Proposal 1Nominees requires the approval of a plurality of the votes cast in person or by proxy at the Meeting at which a quorum exists. Approval of Proposals 2, 3 and 4 requires the approval of the lesser of (i) more than 50% of the outstanding shares of the applicable Fund or, if applicable, class or (ii) 67% or more of the shares of that Fund or, if applicable, class present or represented by proxy at the Meeting if more than 50% of such shares are present or represented by proxy. Approval of Proposal 5 requires approval by a majority of all votes cast in the matter.
Broker-dealer firms holding shares of any of the Funds in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares before the Meeting. Each Issuer Fund, or class will include shares held of record by broker-dealers as to which such authority has been granted in its tabulation of the total number of shares present for purposes of determining whether the necessary quorum of shareholders exists. Properly executed proxies that are returned but that are marked “abstain” or with respect to which a broker-dealer has declined to vote on any proposalthe Proposal (“broker non-votes”) will be treated as shares that are present but which have not been voted. For this reason, abstentionsAbstentions and broker non-votes will have theno effect of a “no” vote for purposes of obtaining the requisite approval of the proposals.Proposal. In the event that a quorum is not present or in the event that a quorum is present but sufficient votes in favor of athe Proposal have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies as to anythe Proposal without further notice other than by announcement at the Meeting. Any adjournment of the Meeting

47
for the further solicitation of proxies for athe Proposal will require the affirmative vote of a majority of the total number of shares entitled to vote on the Proposal that are present in person or by proxy at the Meeting to be adjourned. However, if the Meeting is adjourned for more than ninety90 days, then the Funds are required to send a new shareholder meeting notice to shareholders. The persons named as proxies will vote those proxies that they are entitled to vote in their discretion as to any such adjournment.

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Outstanding Shares and Significant Shareholders
Only holders of record of shares at the close of business on March 19, 2010July 27, 2022 (the “Record Date”) are entitled to vote on the ProposalsProposal at the Meeting or any adjournment thereof. Exhibit JC sets forth the number of shares issued and outstanding and the number of votes entitled to vote together on eachthe Proposal as of the Record Date.
Exhibit KD to this Proxy Statement lists those persons who, as of the Record Date, owned of record or beneficially 5% or more of the outstanding shares of any class of shares entitled to vote together on athe Proposal.
Several other American Century Investments funds invest in the Funds. As of the Record Date, our other funds owned, in the aggregate, 10.20% of the outstanding shares of American Century Capital Portfolios, Inc., 17.60% of the outstanding shares of American Century Growth Funds, Inc., 7.43% of the outstanding shares of American Century Mutual Funds, Inc., and 29.20% of the outstanding shares of American Century World Mutual Funds, Inc. To avoid any potential conflicts of interest when one American Century Investments fund owns shares of another, the Advisor “echo votes” such shares. That is, it votes the shares in the same proportion as the vote of all other holders of the relevant Fund’s shares.
Other Service Providers
American Century Investment Management, Inc. serves as the Funds’ investment advisor. American Century Services, LLC serves as transfer agent and administrator of the American Century Funds. American Century Investment Services, Inc. serves as distributor and principal underwriter to the Funds. Both entitiesThe transfer agent/administrator and distributor are affiliates of the AdvisorsAdvisor and are located at 4500 Main Street, Kansas City, Missouri 64111.

Proxy Statement Delivery
WHERE TO FIND ADDITIONAL INFORMATIONTo reduce the amount of mail you receive from us, we are delivering a single copy of the Proxy Statement to investors who share an address, even if their accounts are registered under different names. On written or oral request, we will promptly deliver the Proxy Statement to an investor at a shared address at which we delivered a single copy of this Proxy Statement. You may obtain an additional copy of this Proxy Statement by writing to the following address: American Century Investments, P.O. Box 419200, Kansas City, Missouri, 64141-6200, or calling American Century Investments, at 1-800-345-2021. Investors at a shared address may change their current election regarding the number of copies of Fund documents delivered to their shared address by contacting American Century Investments at 1-800-345-2021 or writing to American Century Investments, 430 West 7th Street, Kansas City, Missouri 64105, or contacting their financial professional.

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Where to Find Additional Information
The Issuers are subject to the informational requirements of the Securities Act of 1933, the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith file reports and other information with the SEC. Reports, proxy and information statements and other information filed by the Issuers on behalf of the Funds can be obtained by calling or writing the Funds and can also be inspected and copied by the public at the public reference facilities maintained by the SEC in Washington, DC located at Room 1580, 100 F Street, N.E., Washington DC 20549.Funds. Copies of such material can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC Washington DC 20549, or obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
Shareholder Proposals, Discretion of Attorneys Named in the Proxy and Other Matters
The Issuers are not required, and do not intend, to hold regular annual meetings of shareholders. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for the next meeting of shareholders should send their written proposals to Corporate Secretary, American Century Funds, P.O. Box 418210, Kansas City, Missouri, 64141-9210, or by e-mail to corporatesecretary@americancentury.com so that they are received within a reasonable time before any such meeting.

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No business other than the mattersmatter described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment or postponement of the Meeting, the persons named on the enclosed proxy card(s) will vote on such matters according to their best judgment in the interests of the Issuers.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD(S) AND RETURN
IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.


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EXHIBIT A
AMERICAN CENTURY FUNDS
CHARTER OF THE GOVERNANCE COMMITTEE
KANSAS CITY BOARD OF DIRECTORS

I. ORGANIZATION

The Governance Committee (Committee) shall be comprised of at least three members appointed by the Funds’ Board of Directors. All Committee members shall be independent directors. An “independent director” is a director who is not an “interested person” as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, and who is otherwise independent as determined by the Board.

II. STATEMENT OF PURPOSE

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

III. COMMITTEE FUNCTIONS AND RESPONSIBILITIES

A.    Size and Composition of the Board

The Committee shall periodically review the size and composition of the Board and shall make recommendations to the Board concerning the need to increase or decrease the size of the Board or to add individuals with different backgrounds or skill sets in order to provide an appropriate mix of backgrounds, diversity, knowledge and experience on the Board.

B. Board Retirement Policies

The Committee shall make recommendations to the Board regarding the appropriateness of adopting
A-1


retirement policies applicable to independent directors, and what any such retirement policies may be.

C.    Committees

i.    The Committee shall recommend to the Board the composition of Board committees.
ii.    The Committee may appoint a sub-committee of select members of the Board or Committee and assign such sub-committee tasks to facilitate the work of the Board or Committee.

D.    Board and Committee Chairs

i.    The Committee shall make recommendations to the full Board concerning the nomination of a Board chairand committee chairs.
ii.    The Committee shall make recommendations to the Board regarding the appropriateness of adopting term limits applicable to Board and committee chairs and vice chairs, and what any such term limits may be.

E.    Director Compensation

The Committee shall annually review and make recommendations to the Board regarding independent director compensation.

F.    Annual Director Self-Assessment and Board Effectiveness Survey

i.    The Committee shall oversee an annual self-assessment by each independent director of his or her performance of the duties expected of an independent director.
ii.    The Committee also shall oversee an annual evaluation by all Board members of Board effectiveness and the adequacy of the Board’s adherence to industry corporate governance best practices.

A-2



G.    Outside Directorships and Business Opportunities

i.    The Committee shall evaluate any proposed director’s outside directorships and business opportunities prior to the time a director candidate is nominated to the Board. The Committee shall evaluate a current independent director’s proposed new outside directorship or business opportunity prior to the independent director accepting such directorship position or engaging in such business opportunity.
ii.    The Committee chair, pursuant to delegated authority from the Committee, shall determine, or shall request that the full Committee determine, that any such directorship or business opportunity is compatible with service on the Board.

H.    Board of Director Nominations

i.    The Committee shall develop criteria to identify and evaluate prospective candidates for the Board.
ii.    The Committee will receive and consider director candidate nominations, including those from fund shareholders, pursuant to the procedures attached at Exhibit A.
iii.    The Committee shall recommend to the Board potential nominees to the Board, and the re-nomination of incumbent directors as appropriate.

I.     Evaluation of Independence of Counsel

The Committee annually shall evaluate the status of counsel to the Independent Directors as “independent legal counsel” and make a recommendation to the Independent Directors in connection with the required determination of such independence.


A-3


IV. Committee Policies and Procedures


A.    Meetings

The Committee shall meet as often as it may be deemed necessary or appropriate in its judgment, either in person or by electronic means, and at such times and places as the Committee shall determine; provided, however, that the Committee shall meet no less than two times per year in the discharge of its duties.

B.    Reports to the Board

The Committee shall make regular reports to the Board on its activities.

C.    Independent Director Policies and Procedures

The Committee shall recommend independent director policies and procedures for approval by the independent directors and shall review such policies and procedures at least annually.

D.    Resources

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









A-4


EXHIBIT A

POLICY AND
PROCEDURES FOR DIRECTOR NOMINATIONS

The Governance Committee (“Committee”)(Committee) is responsible for identifying, evaluating and recommending qualified candidates for election to the Board of Directors of the American Century Investments Kansas City Funds (the “Funds”)(Funds). The Board of Directors has determined that each member of the Committee is not an “interested person” of the Funds under applicable laws and regulations.

The Committee will consider director candidates submitted by shareholders. Any shareholder wishingwho wants to submit a candidate for consideration should send the following information to the Corporate Secretary, American Century Funds, 4500 Main Street, Kansas City, MO 64111-7709:

•Shareholder’s name, the Fund name and number of Fund shares owned and length of period held;
•Name, age and address of the candidate;
•A detailed resume describing among other things the candidate’s educational background, occupation, employment history, financial knowledge and expertise and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);
•Any other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors in an election contest pursuant to Regulation 14A under the Securities Exchange Act of 1934;
•A supporting statement which (i) describes the candidate’s reasons for seeking election to the Board of Directors and (ii) documents his/her ability to satisfy the director qualifications described below;
and
•A signed statement from the candidate confirming his/her willingness to serve on the Board of Directors.

The Corporate Secretary will promptly forward such materials to the Committee Chair.chair. The Corporate Secretary also will maintain copies of such materials for future reference by the Committee when filling Board positions.

A-5


Shareholders may submit potential director candidates at any time pursuant to these procedures. The Committee will consider such candidates if a vacancy arises or if the Board decides to expand its membership, and at such other times as the Committee deems necessary or appropriate.

When assessing potential new directors, the Committee considers individuals from various and diverse backgrounds. While the selection of qualified directors is a complex process that requires consideration of many intangible factors, the Committee believes that candidates should, at a minimum, meet the following criteria:

1

•Candidates should possess broad training, experience and a successful track record at senior policy-making levels in business, government, education, technology, accounting, law and/or administration.
•Candidates should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of all shareholders.
•Candidates should have an inquisitive and objective perspective, strength of character and the mature judgment essential to effective decision-making.
•Candidates should possess expertise that is useful to the Funds and complementary to the background and experience of other Board members.
Committee•Candidates should be willing to devote sufficient time to Board and committee activities and to enhance their knowledge of the Funds’ operations and industry.

The Committee is willing to consider candidates submitted by a variety of sources (including, without limit, incumbent directors, shareholders, investment advisor management and third party search firms) when reviewing candidates to fill vacancies and/or expand the Board. If a vacancy arises or the Board decides to expand its membership, the Committee asks each independent director to submit a list of potential candidates for consideration. The Committee then evaluates each potential candidate’s educational background, employment history, outside
A-6


commitments and other relevant factors to determine whether he/she is potentially qualified to serve on the Board. At that time, the Committee also will consider potential nominees submitted by any other source, including potential nominees submitted by shareholders in accordance with the procedures described above. The Committee seeks to identify and recruit the best available candidates, and it will evaluate qualified shareholder nominees on the same basis as those identified through other sources.

After completing this process, the Committee will determine whether one or more candidates are sufficiently qualified to warrant further investigation.consideration. If the process yields more than one desirable candidate, the Committee will rank themthe candidates by order of preference, depending on their respective qualifications and the Funds’Board’s needs and determine which of the qualified candidates should be interviewed. The Committee Chair,chair, or another director designated by the Committee Chair,chair, will then contact such candidates to evaluate their potential interest and to set up interviews with the full Committee. All such interviews will be held in person or by conference telephone call, and will include only the candidate and the Committee members.Committee. Based upon interview results and appropriate background checks, the Committee will then decide whether it will recommend a candidate’s nomination to the full Board.

The Committee believes this process has consistently produced highly qualified, independent Board members to date. However, the Committee reserves the right to amend or modify this policy and the process, formally or informally, at any time in its sole discretion.




A-7

2


ExhibitEXHIBIT B
CHARTER OF THE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
Organization
The Committee shall consist of at least three independent directors, including a chair and such other independent directors as the Board shall appoint. An “independent director” is a director who meets the definition of “independence” as set forth under applicable laws and regulations, and who is otherwise independent as determined by the Board.
Statement of Purpose
The purpose of the Committee shall be to identify individuals qualified to become members of the Board; recommend to the Board such qualified individuals to be elected to the Board to fill any vacancies; to review and assess the adequacy of the Board's ongoing adherence to industry corporate governance best practices and make recommendations as to any appropriate changes; and handle other matters as the Board or the Committee chair deems appropriate.
Duties and Powers
The Committee shall develop criteria to identify and evaluate prospective candidates for the Board.
The Committee shall recommend to the Board potential nominees to the Board, and the re-nomination of incumbent directors as appropriate.
The Committee shall nominate the Chair of the Board, the Vice Chair, and all other officers.
The Committee shall recommend to the Board the annual compensation of the members of the Board.
The Committee shall oversee an evaluation by members of the Board of the service of members of the Board, including a self-evaluation by each member of the Board of his or her service on the Board and evaluation of Board/Management effectiveness.
The committee shall periodically evaluate the governance practices of the Board and its committees, and review and assess the adequacy of the Board’s adherence to industry corporate governance best practices.
The Committee shall recommend to the Board the membership composition of Board committees, including the Chair and members of each committee.
The Committee shall have the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions.
The Committee shall meet as often as it may be deemed necessary or appropriate in its judgment, either in person or telephonically, and at such times and places as the Committee shall determine; provided, however, that the Committee shall meet no less than two times per year in the discharge of its duties. The Committee shall meet in executive session, without management present, at least once per year. The Committee shall make regular reports to the Board on its activities.
The Committee shall recommend policies for Board approval and review them periodically.

1


Exhibit C
Share Ownership of Directors
Nominees
Fund Name (Dollar Range
of Equity Securities in theIn Fund)*
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies
Brian BulataoNoneNone
Gary C. MeltzerNoneNone
Chris H. Cheesman
Aggregate DollarAmerican Century Mutual Funds, Inc.
Small Cap Growth ($1-$10,000)
American Century Asset Allocation Portfolios, Inc.
One Choice In Retirement Portfolio(more than $100,000)
American Century World Mutual Funds, Inc.
Emerging Markets ($1-$10,000)
International Growth ($10,001-$50,000)
More than $100,000
Rajesh K. Gupta
American Century Asset Allocation Portfolios, Inc.
One Choice 2030 Portfolio(more than $100,000)
American Century World Mutual Funds, Inc.
International Opportunities (more than $100,000)
Non-U.S. Intrinsic Value (more than $100,000)
More than $100,000
Lynn M. Jenkins
American Century Mutual Funds, Inc.
Balanced (more than $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
Interested Director
Jonathan S.
Thomas(1)
 W. Bunn
American Century Asset Allocation Portfolios, IncInc.
One Choice In Retirement Portfolio.(more than $100,000)
  LIVESTRONGOne Choice 2025 Portfolio (more than $100,000)
  LIVESTRONG 2035 ($10,001-$50,000)One Choice 2040 Portfolio (more than $100,000)
  LIVESTRONG 2045American Century Mutual Funds, Inc.
Balanced (more than $100,000)
More than $100,000
Barry Fink
American Century World Mutual Funds, Inc.
Focused Global Growth ($10,001-$50,000)
American Century Capital Portfolios, Inc.
Equity Income (more than $100,000)
Focused Large Company Value (more than $100,000)
  Real Estate ($10,001-$50,000)
American Century Mutual Funds, Inc.
  Capital Growth ($10,001-$50,000)
  Focused Growth ($1-$10,000)
  Fundamental Equity ($1-$10,000)
  Growth ($50,001-$100,000)
  Heritage ($1-$10,000)
  Select ($1-$10,000)
  Small Cap Growth (more than $100,000)
  Veedot ($1-$10,000)
  Vista ($1-$10,000)
American Century World Mutual Funds, Inc.
  Emerging Markets (more than $100,000)
  Global Growth (more than $100,000)
  International Discovery ($10,001-$50,000)
  International Growth ($10,001-$50,000)
  International Stock ($1-$10,000)
More than $100,000
Independent Directors
Thomas A.
Brown(1)
American Century Capital Portfolios, Inc.
  Equity Income ($1-$10,000)
  Mid Cap Value ($1-$10,000)
  Small Cap Value ($1-$10,000)
  Value ($10,001-$50,000)
American Century Mutual Funds, Inc.
  Capital Value ($1-$10,000)
  Focused Growth ($1-$10,000)
  Growth ($1-$10,000)
  Heritage ($1-$10,000)
American Century World Mutual Funds, Inc.
  Emerging Markets ($10,001-$50,000)
  Global Growth ($10,001-$50,000)
  International Discovery ($10,001-$50,000)
  International Growth ($10,001-$50,000)
  International Stock ($1-$10,000)
American Century Strategic Asset Allocations, Inc.
  Strategic Allocation: Aggressive ($10,001-
  $50,000)
  Strategic Allocation: Conservative (more than
  $100,000)
More than $100,000


B-1
1




Independent Directors
Fund Name (Dollar Range
of Equity Securities in theIn Fund)*
Aggregate Dollar Range
of Equity Securities in
All Registered Investment
Companies Overseen
or to be Overseen by
Director in Family of
Investment Companies
Jan M. Lewis
American Century Asset Allocation Portfolios, Inc.
One Choice Portfolio: Aggressive2045 Portfolio ($10,001-$50,000)
  $50,000)
American Century Capital Portfolios, Inc.
Equity Income (more than $100,000)
Global Real Estate ($10,001-$50,000)
Mid Cap Value (more than $100,000)
Small Cap Value ($10,001-$50,000)
Value ($50,001-$100,000)
American Century Mutual Funds, Inc.
Growth (more than $100,000)
Heritage ($50,001-$100,000)
Select ($50,001-$100,000)
Small Cap Growth ($50,001-$100,000)
American Century World Mutual Funds, Inc.Inc.
  Legacy Emerging Markets ($10,001-$50,000)
Focused Large CapGlobal Growth ($1-50,001-$10,000)100,000)
  Legacy Large CapInternational Growth ($1-10,001-$10,000)50,000)
  Legacy Multi CapInternational Opportunities ($1-10,001-$10,000)50,000)
International Value ($10,001-$50,000)
More than $100,000
Andrea C.
Hall(1)
Stephen E. Yates
American Century Capital Portfolios, Inc.
Equity Income (more than $100,000)
  Real Estate ($10,001-$50,000)
Small Cap Value ($10,001-$50,000)(more than $100,000)
American Century Mutual Funds, Inc.
  Balanced ($10,001-$50,000)Heritage (more than $100,000)
  Growth ($10,001-$50,000)
  Small Cap Growth ($10,001-$50,000)
Ultra ($10,001-$50,000)
  Vista (more than $100,000)
American Century World Mutual Funds, Inc.
Emerging Markets ($10,001-$50,000)(more than $100,000)
  International Discovery ($50,001-$100,000)
  International Growth ($50,001-$100,000)
More than $100,000
B-2


James A.Interested
OlsonDirector
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 Mutual Funds, IncAsset Allocation Portfolios, Inc.
One Choice In Retirement Portfolio.(more than $100,000)
  SelectOne Choice 2025 Portfolio (more than $100,000)
One Choice 2030 Portfolio (more than $100,000)
One Choice 2035 Portfolio ($50,001-$100,000)
One Choice 2040 Portfolio (more than $100,000)
One Choice 2045 Portfolio ($50,001-$100,000)
American Century Capital Portfolios, Inc.
Equity Income (more than $100,000)
Global Real Estate (more than $100,000)
Mid Cap Value (more than $100,000)
American Century Strategic Asset Allocations, Inc.
  Strategic Allocation: Moderate ($50,001-$100,000)
American Century World Mutual Funds, Inc.
  Emerging Markets ($50,001-$100,000)
More than $100,000
Donald
H. Pratt(1)
American Century Capital Portfolios, Inc.
Real Estate ($10,001-$50,000)
  Small Cap Value ($50,001-$100,000)
  Value ($50,001-$100,000)
American Century Mutual Funds, Inc.
  Growth ($10,001-$50,000)
  Heritage ($50,001-$100,000)
  Small Cap Growth ($10,001-$50,000)
  Ultra ($10,001-$50,000)
American Century World Mutual Funds, Inc.
  Emerging Markets ($50,001-$100,000)
  International Discovery ($10,001-$50,000)
More than $100,000
Gale E. Sayers(1)
NoneNone
M. Jeannine Strandjord(1)
American Century Capital Portfolios, Inc.
  Equity Income ($50,001-$100,000)
  Large Company Value ($1-$10,000)
  Value (more than $100,000)
American Century Mutual Funds, Inc.
  Ultra ($50,001-$100,000)
More than $100,000
2

Fund Name (Dollar Range
of Equity Securities in the Fund)*
Aggregate Dollar Range
of Equity Securities in
All Registered Investment
Companies Overseen
or to be Overseen by
Director in Family of
Investment Companies
American Century World Mutual Funds, Inc.
  Emerging Markets ($50,001-100,000)
  Global Growth ($50,001-$100,000)
  International Discovery (more than $100,000)
John R.
Whitten(1)
American Century Capital Portfolios, Inc.
Small Cap Value ($1-$10,000)
American Century Asset Allocation Portfolios, Inc.
  LIVESTRONG 2015 (more than $100,000)
American Century Mutual Funds, Inc.
Growth (more than $100,000)
Heritage ($50,001-$100,000)
  VeedotSelect ($10,001-$50,000)
Small Cap Growth ($50,001-$100,000)
Sustainable Equity ($10,001-$50,000)
Ultra (more than $100,000)
American Century World Mutual Funds, Inc.
Emerging Markets(more than $100,000)
Focused Global Growth (more than $100,000)
International Discovery ($50,001-$100,000)Opportunities (more than $100,000)
More than $100,000
*Note – Funds not listed are funds in which no securities are owned by the Directors.


B-3
1This director owns shares of one or more registered investment companies in the American Century Investment family of funds that are not overseen by this board.

3

ExhibitEXHIBIT C

Outstanding Shares
IssuerShare Class
Outstanding
Shares
Number of Votes
Entitled to Vote
($1 equals 1 vote)
American Century
Asset Allocation Portfolios, Inc.
All classes1,399,907,316.490017,842,220,961.75 
American Century Capital Portfolios, Inc.All classes2,967,708,795.690032,523,587,896.34 
American Century Growth Funds, Inc.All classes39,692,792.34701,620,032,196.57 
American Century Mutual Funds, Inc.All classes1,099,229,570.326343,470,635,631.33 
American Century Strategic Asset Allocations, Inc.All classes285,516,316.77001,742,579,888.09 
American Century Variable Portfolios, Inc.All classes281,224,660.76103,294,797,443.33 
American Century World Mutual Funds, Inc.All classes947,004,746.79209,191,754,038.21 


C-1


EXHIBIT D
FORM OF PROPOSED MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (“Agreement”) is effective as of the 16th day of June, 2010, by and between [ISSUER], a Maryland corporation (hereinafter called the “Company”), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the “Investment Manager”).
WHEREAS, a majority of those members of the Board of Directors of the Company (collectively, the “Board of Directors”, and each individually a “Director”) who are not “interested persons” as defined in the Investment Company Act of 1940 (the “Investment Company Act”) (hereinafter referred to as the “Independent Directors”), has approved this Agreement as it relates to each series of shares of the Company set forth on Schedule A attached hereto (the “Funds”).
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements herein contained, the parties agree as follows:
1.
Investment Management Services. The Investment Manager shall supervise the investments of each class of each Fund. In such capacity, the Investment Manager shall either directly, or through the utilization of others as contemplated by Section 7 below, maintain a continuous investment program for each Fund, determine what securities shall be purchased or sold by each Fund, secure and evaluate such information as it deems proper and take whatever action is necessary or convenient to perform its functions, including the placing of purchase and sale orders. In performing its duties hereunder, the Investment Manager will manage the portfolio of all classes of shares of a particular Fund as a single portfolio.
2.
Compliance with Laws. All functions undertaken by the Investment Manager hereunder shall at all times conform to, and be in accordance with, any requirements imposed by:
(a)the Investment Company Act and any rules and regulations promulgated thereunder;
(b)any other applicable provisions of law;
(c)the Articles of Incorporation of the Company as amended from time to time;
(d)the Bylaws of the Company as amended from time to time;
(e)the Multiple Class Plan of the Company as amended from time to time; and
(f)the registration statement(s) of the Company, as amended from time to time, filed under the Securities Act of 1933 and the Investment Company Act.
1
3.
Board Supervision. All of the functions undertaken by the Investment Manager hereunder shall at all times be subject to the direction of the Board of Directors, its executive committee, or any committee or officers of the Company acting under the authority of the Board of Directors.
4.
Payment of Expenses. The Investment Manager will pay all of the expenses of each class of each Fund, other than interest, taxes, brokerage commissions, extraordinary expenses, the fees and expenses of the Independent Directors (including counsel fees), and expenses incurred in connection with the provision of shareholder services and distribution services under a plan adopted pursuant to Rule 12b-1 under the Investment Company Act. The Investment Manager will provide the Company with all physical facilities and personnel required to carry on the business of each class of each Fund that it shall manage, including but not limited to office space, office furniture, fixtures and equipment, office supplies, computer hardware and software and salaried and hourly paid personnel. The Investment Manager may at its expense employ others to provide all or any part of such facilities and personnel.
5.
Account Fees. The Company, by resolution of the Board of Directors, including a majority of the Independent Directors, may from time to time authorize the imposition of a fee as a direct charge against shareholder accounts of any class of one or more of the Funds, such fee to be retained by the Company or to be paid to the Investment Manager to defray expenses which would otherwise be paid by the Investment Manager in accordance with the provisions of paragraph 4 of this Agreement. At least sixty days prior written notice of the intent to impose such fee must be given to the shareholders of the affected Fund or Fund class.
6.Management Fees.
SIGNIFICANT SHAREHOLDERS
(a)In consideration of the services provided by the Investment Manager, each class of each Fund shall pay to the Investment Manager a management fee that is calculated as described in this Section 6 using the fee schedules set forth on Schedule A.
(b)Definitions
(1)
An “Investment Team” is the Portfolio Managers that the Investment Manager has designated to manage a given portfolio.
(2)
An “Investment Strategy” is the processes and policies implemented by the Investment Manager for pursuing a particular investment objective managed by an Investment Team.
(3)
A “Primary Strategy Portfolio” is each Fund, as well as any other series of any other registered investment company for which the Investment Manager, or an affiliated investment advisor, serves as the investment manager and for which American Century Investment Services, Inc. serves as the distributor.
(4)
A “Secondary Strategy Portfolio” of a Fund is another account managed by the Investment Manager that is managed by the same Investment Team but is not a Primary Strategy Portfolio.
2
(5)
The “Secondary Strategy Share Ratio” of a Fund is calculated by dividing the net assets of the Fund by the sum of the net assets of the Primary Strategy Portfolios that share a common Investment Strategy.
(6)
The “Secondary Strategy Assets” of a Fund is the sum of the net assets of the Fund’s Secondary Strategy Portfolios multiplied by the Fund’s Secondary Strategy Share Ratio.
(7)
The “Investment Strategy Assets” of a Fund is the sum of the net assets of the Fund and the Fund’s Secondary Strategy Assets.
(8)
The “Per Annum Fee Dollar Amount” is the dollar amount resulting from applying the applicable Fee Schedule for a class of a Fund using the Investment Strategy Assets.
(9)
The “Per Annum Fee Rate” for a class of a Fund is the percentage rate that results from dividing the Per Annum Fee Dollar Amount for the class of a Fund by the Investment Strategy Assets of the Fund.
(c)
Daily Management Fee Calculation. For each calendar day, each class of each Fund shall accrue a fee calculated by multiplying the Per Annum Fee Rate for that class by the net assets of the class on that day, and further dividing that product by 365 (366 in leap years).
(d)
Monthly Management Fee Payment. On the first business day of each month, each class of each Fund shall pay the management fee to the Investment Manager for the previous month. The fee for the previous month shall be the sum of the Daily Management Fee Calculations for each calendar day in the previous month.
(e)
Additional Series or Classes. In the event that the Board of Directors shall determine to issue any additional series or classes of shares for which it is proposed that the Investment Manager serve as investment manager, the Company and the Investment Manager may enter into an Addendum to this Agreement setting forth the name of the series and/or classes, the fee schedule for each and such other terms and conditions as are applicable to the management of such series and/or classes, or, in the alternative, enter into a separate management agreement that relates specifically to such series and/or classes of shares.
7.
Subcontracts. In rendering the services to be provided pursuant to this Agreement, the Investment Manager may, from time to time, engage or associate itself with such persons or entities as it determines is necessary or convenient in its sole discretion and may contract with such persons or entities to obtain information, investment advisory and management services, or such other services as the Investment Manager deems appropriate. Any fees, compensation or expenses to be paid to any such person or entity shall be paid by the Investment Manager, and no obligation to such person or entity shall be incurred on behalf of the Company. Any arrangement entered into pursuant to this paragraph shall, to the extent required by law, be subject to the approval of the Board of Directors,
3
including a majority of the Independent Directors, and the shareholders of the Company.
8.
Continuation of Agreement. This Agreement shall become effective for each Fund as of the date first set forth above (the “Effective Date”) and shall continue in effect for each Fund for a period of two years from the Effective Date, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors who are not parties to the Agreement or interested persons of any such party, cast in person 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 90 days prior to the date on which it would otherwise terminate in each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.
9.
Termination. This Agreement may be terminated, with respect to any Fund, by the Investment Manager at any time without penalty upon giving the Company 60 days’ written notice, and may be terminated, with respect to any Fund, at any time without penalty by the Board of Directors or by vote of a majority of the outstanding voting securities of each class of such Fund on 60 days’ written notice to the Investment Manager.
10.
Effect of Assignment. This Agreement shall automatically terminate with respect to any Fund in the event of its assignment by the Investment Manager. The term “assignment” for this purpose has the meaning  defined in Section 2(a)(4) of the Investment Company Act.
11.
Other Activities. Nothing herein shall be deemed to limit or restrict the right of the Investment Manager, or the right of any of its officers, directors or employees (who may also be a Director, officer or employee of the Company), to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.
12.
Standard of Care. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder on the part of the Investment Manager, it, as an inducement to it to enter into this Agreement, shall not be subject to liability to the Company or to any shareholder of the Company for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
13.
Separate Agreement. The parties hereto acknowledge that certain provisions of the Investment Company Act, in effect, treat each series of shares of an investment company as a separate investment company. Accordingly, the parties hereto hereby acknowledge and agree that, to the
4
extent deemed appropriate and consistent with the Investment Company Act, this Agreement shall be deemed to constitute a separate agreement between the Investment Manager and each Fund.
14.
Use of the Name “American Century”. The name “American Century” and all rights to the use of the name “American Century” are the exclusive property of American Century Proprietary Holdings, Inc. (“ACPH”). ACPH has consented to, and granted a non-exclusive license for, the use by the Company of the name “American Century” in the name of the Company and any Fund. Such consent and non-exclusive license may be revoked by ACPH in its discretion if ACPH, the Investment Manager, or a subsidiary or affiliate of either of them is not employed as the investment adviser of each Fund. In the event of such revocation, the Company and each Fund using the name “American Century” shall cease using the name “American Century” unless otherwise consented to by ACPH or any successor to its interest in such name.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective duly authorized officers to be effective as of the day and year first above written.

American Century Investment
Management, Inc.
[ISSUER]
David H. ReinmillerCharles A. Etherington
Vice PresidentSenior Vice President
5

EXHIBIT E
Dates of Prior Management Agreements
Fund
Interim
Management
Agreement
Date
Date Prior
Management
Agreement Last
Submitted to
Shareholders
Purpose of Last
Submission to Shareholders
Equity Income (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Equity Income
(All other classes)
02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Equity Index02/16/201002/25/1999Consent of Sole Shareholder
Large Company Value
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Large Company Value
(All other classes)
02/16/201007/28/1999Consent of Sole Shareholder
Mid Cap Value (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Mid Cap Value (All other classes)02/16/201007/30/2004Consent of Sole Shareholder
Real Estate (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Real Estate (All other classes)02/16/201012/17/1999Approval of fee change
NT Large Company Value02/16/201005/15/2006Consent of Sole Shareholder
NT Mid Cap Value02/16/201005/15/2006Consent of Sole Shareholder
Small Cap Value
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Small Cap Value (All other classes)02/16/201007/30/1998Consent of Sole Shareholder
Value (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Value (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Legacy Large Cap
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Legacy Large Cap (All other classes)02/16/201005/31/2006Consent of Sole Shareholder
Legacy Focused Large Cap
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Legacy Focused Large Cap
(All other classes)
02/16/201005/31/2006Consent of Sole Shareholder
Legacy Multi Cap
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Legacy Multi Cap (All other classes)02/16/201005/31/2006Consent of Sole Shareholder
Balanced (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Balanced (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Capital Growth02/16/201002/26/2004Consent of Sole Shareholder
Capital Value (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Capital Value (All other classes)02/16/201003/30/1999Consent of Sole Shareholder
1

Focused Growth02/16/201009/28/2007Consent of Sole Shareholder
Fundamental Equity02/16/201011/30/2004Consent of Sole Shareholder
Giftrust02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Growth (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Growth (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Heritage (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Heritage (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
New Opportunities02/16/2010
NT Growth02/16/201005/15/2006Consent of Sole Shareholder
NT Vista02/16/201005/15/2006Consent of Sole Shareholder
Select (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Select (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Small Cap Growth02/16/201005/31/2001Consent of Sole Shareholder
Ultra (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Ultra (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Veedot02/16/201011/26/1999Consent of Sole Shareholder
Vista (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Vista (All other classes)02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Strategic Allocation:
Conservative (Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Strategic Allocation: Conservative
(All other classes)
02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Strategic Allocation: Moderate
 (Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Strategic Allocation: Moderate
(All other classes)
02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Strategic Allocation:  Aggressive
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Strategic Allocation: Aggressive
(All other classes)
02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Emerging Markets
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
Emerging Markets
 (All other classes)
02/16/201007/30/1997Consolidation of Management Agreements by Issuer
Global Growth (Advisor Class)02/16/201006/27/2007Approval of fee structure change
Global Growth (All other classes)02/16/201011/30/1998Consent of Sole Shareholder
International Discovery
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
2

International Discovery
 (All other classes)
02/16/201007/30/1997Approval of fee change
International Growth
(Advisor Class)
02/16/201006/27/2007Approval of fee structure change
International Growth
(All other classes)
02/16/201007/30/1997Approval of fee change
International Opportunities02/16/201005/31/2001Consent of Sole Shareholder
International Stock02/16/201003/31/2005Consent of Sole Shareholder
International Value02/16/201003/10/2006Consent of Sole Shareholder
NT Emerging Markets02/16/201005/15/2006Consent of Sole Shareholder
NT International Growth02/16/201005/15/2006Consent of Sole Shareholder
VP Balanced02/16/201011/16/1998Approval of Management Agreement
VP Capital Appreciation02/16/201011/16/1998Approval of Management Agreement
VP Income & Growth02/16/201011/16/1998Approval of Management Agreement
VP International02/16/201011/16/1998Approval of Management Agreement
VP Large Company Value02/16/201003/03/2006Approval of Management Agreement
VP Mid Cap Value02/16/201011/16/1998Approval of Management Agreement
VP Ultra02/16/201004/27/2001Consent of Sole Shareholder
VP Value02/16/201011/16/1998Approval of Management Agreement
VP Vista02/16/201004/27/2001Consent of Sole Shareholder
3

EXHIBIT F
Contractual Advisory Fee Rate Paid to the Advisor under the Prior Management Agreements and Payable to the Advisor under the Proposed Management Agreements
The Advisor receives a unified management fee (the “Management Fee”) based on a percentage of the daily net assets of each class of shares of a Fund. The Management Fee for a class is determined daily in a multi-step process. The calculation of the fee involves the following steps:
Calculation of Per Annum Fee Rate:  First, the Strategy Assets for each Fund are determined by adding the assets of each Fund to the assets, if any, of certain other accounts managed by the Advisor that have very similar investment objectives and the same management team as each Fund (the “Strategy Assets”).  Next, the Per Annum Fee Rate is calculated by applying each Fund’s Fee Schedule (shown below) to the Strategy Assets (such calculation will apply the asset break point levels shown in the Fee Schedule) and dividing the result by the Strategy Assets. This results in a Per Annum Fee Rate, expressed in basis points, for each Fund.
Calculation of Total Management Fee:  The Management Fee for each class of a Fund is calculated by multiplying the Per Annum Fee Rate times the net assets of that class on that day, and dividing that product by 365 (366 in leap years).
Applicable only to LIVESTRONG and One Choice Funds: Unlike the other funds, those issued by American Century Asset Allocation Portfolios, Inc. invest only in shares of other American Century funds. Because a unified management fee is charged at the underlying fund level, the LIVESTRONG and One Choice Funds are not charged a separate unified management fee. However, as the LIVESTRONG Funds invest in the Institutional Class of the underlying funds, all classes of the LIVESTRONG Funds except Institutional Class are charged an Administrative Fee, which covers the administrative services provided or caused to be provided by the Advisor to those classes. The Administrative Fee is calculated in the same way as the Total Management Fee is calculated for all other funds, as described above. The amount of the Administrative Fee is shown in the chart below.

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Fee Schedules
Series
Investment Strategy 
Assets
All classes
except
Institutional
Institutional
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
All LIVESTRONG PortfoliosAll Assets0.20%0.00%
All One Choice PortfoliosAll Assets0.00%N/A
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
ValueFirst $2.5 billion1.000%0.800%
 Next $2.5 billion0.950%0.750%
 Next $2.5 billion0.900%0.700%
 Over $7.5 billion0.850%0.650%
Small Cap ValueFirst $2.5 billion1.250%1.050%
 Over $2.5 billion1.000%0.800%
Mid Cap Value, NT Mid Cap ValueAll Assets1.000%0.800%
Large Company Value,First $1.0 billion0.900%0.700%
NT Large Company ValueNext $4.0 billion0.800%0.600%
 Over $5.0 billion0.700%0.500%
Equity IncomeFirst $2.5 billion1.000%0.800%
 Next $2.5 billion0.950%0.750%
 Next $5.0 billion0.900%0.700%
 Next $5.0 billion0.850%0.650%
 Over $15.0 billion0.800%0.600%
Equity IndexFirst $500 million0.490%0.290%
 Next $500 million0.390%0.190%
 Next $500 million0.380%0.180%
 Next $500 million0.370%0.170%
 Next $500 million0.360%0.160%
 Over $2.5 billion0.350%0.150%
Real EstateFirst $100 million1.200%1.000%
 Next $900 million1.150%0.950%
 Next $1 billion1.100%0.900%
 Over $2 billion1.050%0.850%
AMERICAN CENTURY GROWTH FUNDS, INC.
Legacy Large Cap, Legacy FocusedFirst $500 million1.100%0.900%
Large CapNext $500 million1.050%0.850%
 Next $4 billion1.000%0.800%
 Next $5 billion0.990%0.790%
 Next $5 billion0.980%0.780%
 Next $5 billion0.970%0.770%
 Next $5 billion0.950%0.750%
 Next $5 billion0.900%0.700%
 Over $30 billion0.800%0.600%
Legacy Multi CapFirst $500 million1.150%0.950%
 Next $500 million1.100%0.900%
 Next $4 billion1.050%0.850%
 Next $5 billion1.040%0.840%
 Next $5 billion1.030%0.830%
 Next $5 billion1.020%0.820%
 Next $5 billion1.000%0.800%
 Next $5 billion0.950%0.750%
2

Series
Investment Strategy 
Assets
All classes
except
Institutional
Institutional
 Over $30 billion 0.850% 0.650% 
AMERICAN CENTURY MUTUAL FUNDS, INC.
Ultra, Growth, Select, Capital Growth,First $2.5 billion1.000%0.800%
Fundamental Equity, Focused Growth, NTNext $2.5 billion0.995%0.795%
GrowthNext $2.5 billion0.980%0.780%
 Next $2.5 billion0.970%0.770%
 Next $2.5 billion0.960%0.760%
 Next $2.5 billion0.950%0.750%
 Next $2.5 billion0.940%0.740%
 Next $2.5 billion0.930%0.730%
 Next $2.5 billion0.920%0.720%
 Next $2.5 billion0.910%0.710%
 Next $5 billion0.900%0.700%
 Over $30 billion0.800%0.600%
Vista, NT VistaAll Assets1.000%0.800%
HeritageAll Assets1.000%0.800%
GiftrustAll Assets1.000%N/A
New Opportunities, Small Cap GrowthFirst $250 million1.500%1.300%
 Next $250 million1.250%1.050%
 Next $250 million1.150%0.95%
 Over $750 million1.100%0.900%
VeedotFirst $500 million1.250%1.050%
 Next $500 million1.100%0.900%
 Over $1 billion1.000%0.800%
BalancedFirst $1 billion0.900%0.700%
 Over $1billion0.800%0.600%
Capital ValueFirst $500 million1.100%0.900%
 Next $500 million1.000%0.800%
 Over $1 billion0.900%0.700%
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
Strategic Allocation: ConservativeFirst $500 million1.000%0.800%
 Next $500 million0.950%0.750%
 Next $2 billion0.900%0.700%
 Next $2 billion0.850%0.650%
 Over $5 billion0.800%0.600%
Strategic Allocation: ModerateFirst $1 billion1.100%0.900%
 Next $2 billion1.000%0.800%
 Next $2 billion0.950%0.750%
 Over $5 billion0.900%0.700%
Strategic Allocation: AggressiveFirst $1 billion1.200%1.000%
 Next $2 billion1.100%0.900%
 Next $2 billion1.050%0.850%
 Over $5 billion1.000%0.800%
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
Int’l Growth, Int’l Stock, NT Int’l GrowthFirst $1 billion1.500%1.300%
 Next $1 billion1.200%1.000%
 Over $2 billion1.100%0.900%
Int’l DiscoveryFirst $500 million1.750%1.550%
 Next $500 million1.400%1.200%
3
Series
Investment Strategy 
Assets
All classes
except
Institutional
Institutional
 Over $1 billion1.200%1.000%
Int’l OpportunitiesFirst $250 million2.000%1.800%
 Next $250 million1.800%1.600%
 Over $500 million1.600%1.400%
Emerging Markets, NT Emerging MarketsFirst $250 million1.850%1.650%
 Next $250 million1.750%1.550%
 Next $500 million1.500%1.300%
 Over $1 billion1.250%1.050%
Global GrowthFirst $1 billion1.300%1.100%
 Next $1 billion1.150%0.950%
 Over $2 billion1.050%0.850%
Int’l ValueFirst $1 billion1.300%1.100%
 Next $1 billion1.200%1.000%
 Over $2 billion1.100%0.900%

 InvestmentFee Schedule by Class
SeriesStrategy AssetsIIIIIIIV
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP Ultra, VP CapitalFirst $500 million1.000%0.900%1.000%N/A
Appreciation, VP ValueNext $500 million0.950%0.850%0.950%N/A
 Over $1 billion0.900%0.800%0.900%N/A
VP Vista,All Assets1.000%0.900%N/AN/A
VP Mid Cap ValueFirst $250 million0.900%N/AN/AN/A
VP BalancedNext $250 million0.850%N/AN/AN/A
 Over $500 million0.800%N/AN/AN/A
VP Large CompanyFirst $1 billion0.900%0.800%N/AN/A
ValueNext $4 billion0.800%0.700%N/AN/A
 Over $5 billion0.700%0.600%N/AN/A
VP Income & GrowthFirst $5 billion0.700%0.700%0.700%N/A
 Over $5 billion0.650%0.650%0.650%N/A
VP InternationalFirst $250 million1.500%1.400%1.500%1.400%
 Next $250 million1.200%1.100%1.200%1.100%
 Next $500 million1.100%1.000%1.100%1.000%
 Over $1 billion1.000%0.900%1.000%0.900%
4

Exhibit G
Fees Paid by the Funds to the Advisor
American Century Asset Allocation Portfolios, Inc.
FundFYE 7/31/2009
LIVESTRONG Income Portfolio$172,808
LIVESTRONG 2015 Portfolio$424,742
LIVESTRONG 2020 Portfolio$103,021
LIVESTRONG 2025 Portfolio$560,376
LIVESTRONG 2030 Portfolio$79,095
LIVESTRONG 2035 Portfolio$317,368
LIVESTRONG 2040 Portfolio$27,124
LIVESTRONG 2045 Portfolio$163,442
LIVESTRONG 2050 Portfolio$3,628
One Choice Portfolio: Very ConservativeNone
One Choice Portfolio: ConservativeNone
One Choice Portfolio: ModerateNone
One Choice Portfolio: AggressiveNone
One Choice Portfolio: Very AggressiveNone
American Century Capital Portfolios, Inc.
FundFYE 3/31/2009
Equity Income$44,742,105
Equity Index$1,929,984
Large Company Value$13,285,756
Mid Cap Value$2,833,605
NT Large Company Value$697,270
NT Mid Cap Value$404,155
Real Estate$11,643,520
Small Cap Value$14,154,441
Value$16,483,258
American Century Growth Funds, Inc.
FundFYE 7/31/2009
Legacy Focused Large Cap$214,068
Legacy Large Cap$108,814
Legacy Multi Cap$264,491
1
American Century Mutual Funds, Inc.
FundFYE 7/31/2009
Balanced$3,874,118
Capital Growth$208,780
Capital Value$1,788,973
Focused Growth$101,335
Fundamental Equity$2,294,905
Giftrust$7,483,126
Growth$32,113,041
Heritage$16,951,512
New Opportunities$1,753,866
NT Growth$1,150,004
NT Vista$525,965
Select$14,766,888
Small Cap Growth$5,471,917
Ultra$50,306,192
Veedot$1,028,824
American Century Strategic Asset Allocations, Inc.
FundFYE 7/31/2009
Strategic Allocation: Conservative$5,148,414
Strategic Allocation: Moderate$14,600,875
Strategic Allocation: Aggressive$9,995,377
American Century Variable Portfolios, Inc.
FundFYE 12/31/2009
VP Balanced$1,037,533
VP Capital Appreciation$2,709,657
VP Income & Growth$1,702,912
VP International$5,128,247
VP Large Company Value$46,933
VP Mid Cap Value$2,418,721
VP Ultra$2,179,011
VP Value$9,921,221
VP Vista$416,875
American Century World Mutual Funds, Inc.
FundFYE 12/31/2009
Emerging Markets$8,260,830
Global Growth$4,291,269
International Discovery$12,090,908
International Growth$17,836,177
International Opportunities$1,395,187
International Stock$970,981
International Value$428,560
NT Emerging Markets$665,386
NT International Growth$1,384,471
2
Exhibit H
Form of Proposed Subadvisory Agreement between Northern Trust Investments, N.A. and American Century Investment Management, Inc.
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT (“Agreement”) is effective as of the 16th day of June, 2010, by and among AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”), a Delaware corporation, and NORTHERN TRUST INVESTMENTS, N.A. (the “Subadvisor”), an Illinois corporation.
WITNESSETH:
WHEREAS, ACIM is the investment advisor to the funds listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”), each of which is a series of shares of American Century Capital Portfolios, Inc. (“ACCP”) and is an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and
WHEREAS, ACIM and the Subadvisor are both investment advisors registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, ACCP has engaged ACIM to serve as the investment manager for the Funds pursuant to an Interim Management Agreement; 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.

1
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 may request, including daily information on cash balances available for investment, Fund redemption activity and market value of the securities held by the Funds.

2
(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

3
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.
(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

4
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”

5
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.
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 (the “Effective Date”) and shall continue in effect for a period of two years after the Effective Date, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on

6
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 90 days prior to the date on which it would otherwise terminate in 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.

7
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.
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.

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

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
NORTHERN TRUST INVESTMENTS, N.A.
By:
Name:
Title:
9

EXHIBIT A

FUNDS AND APPLICABLE FEES

FundApplicable Fee
American Century Equity Index Fund0.02% of the first $500,000,000
0.01% on all assets over $500,000,000
1

Exhibit I
Form of Proposed Combined Subadvisory Agreement between Templeton Investment Counsel, LLC, Franklin Templeton Investments (Asia) Limited and American Century Investment Management, Inc.
INVESTMENT SUBADVISORY AGREEMENT
THIS AGREEMENT is made this _____ day of __________, 2010, by and among AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation registered as an Investment Adviser under the Investment Advisers Act of 1940 (the “Adviser”), TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (“Templeton”) and FRANKLIN TEMPLETON INVESTMENTS (ASIA) LIMITED, a company existing under the laws of Hong Kong (“Franklin Asia”).  Both Templeton and Franklin Asia (collectively referred to as the “Subadvisers”) are registered Investment Advisers under the Investment Advisers Act of 1940.
WHEREAS, the Adviser is the Investment Adviser to the American Century International Value Fund (the “Fund”) of American Century World Mutual Funds, Inc. (“ACWMF”), an open-end diversified management investment company of the series type, registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund is represented by a separate class of capital stock of ACWMF;
WHEREAS, the Subadvisors are affiliates and are under common control and management; and
WHEREAS, the Adviser desires to retain the Subadvisers to furnish it with portfolio selection and related research and statistical services in connection with the Adviser’s investment advisory activities on behalf of the Fund, and the Subadvisers desire to furnish such services to the Adviser;
NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, it is agreed as follows:
1.  APPOINTMENT OF SUBADVISERS
In accordance with and subject to the Management Agreement (the “Investment Advisory Agreement”) between ACWMF and the Adviser dated __________ __, 2010, the Adviser hereby appoints the Subadvisers to perform portfolio selection services described herein for investment and reinvestment of the Fund’s investment assets, subject to the control and direction of ACWMF’s Board of Directors, for the period and on the terms hereinafter set forth. The Subadvisers accept such appointment and agree to furnish the services hereinafter set forth for the compensation herein provided. The Subadvisers shall for all purposes herein be deemed to be independent contractors and shall, except as expressly provided or authorized, have no

1
authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
2.  OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY THE SUBADVISERS
(a) The Subadvisers shall provide the following services and assume the following obligations with respect to the Fund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of ACWMF relating to the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of ACWMF and by the Adviser. Within the framework of the investment objectives, policies and restrictions of the Fund, and subject to the supervision of the Adviser and the Fund’s Board of Directors, the Subadvisers shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Subadvisers shall: (1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund’s investment portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as set forth in ACWMF’s registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing, or directing the placement through an affiliate of the Subadvisers, of orders for such purchases and sales.
(3) In connection with the purchase and sale of securities of the Fund, the Subadvisers shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be 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 Subadvisers shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Subadvisers shall render such reports to the Adviser and/or to ACWMF’s Board of Directors concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time require.

2
(4) The Subadvisers shall, in the name of the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as set forth in ACWMF’s Registration Statement, as amended from time to time, and under the Securities Act of 1933 and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Subadvisers shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the property of ACWMF and shall be available for inspection and use by the Securities and Exchange Commission, ACWMF or any person retained by ACWMF. Where applicable, such records shall be maintained by the Subadvisers for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Subadvisers shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Subadvisers are expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Subadvisers’ investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Subadvisers may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Subadvisers determine in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund or the Subadvisers’ overall responsibilities to the Subadvisers’ discretionary accounts.
(b) The Subadvisers shall use the same skill and care in providing services to the Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Subadvisers will conform with all applicable rules and regulations of the Securities and Exchange Commission.
3. EXPENSES
During the term of this Agreement, the Subadvisers will pay all expenses incurred by it in connection with its activities under this Agreement.
4. COMPENSATION
(a) Templeton.  In payment for the investment sub-advisory services to be rendered by the Subadvisers in respect of the Fund hereunder, the Adviser shall pay to Templeton full compensation for all services hereunder a fee computed at an annual rate which shall be a percentage of the average daily value of the net assets of the Fund.  The Adviser has no obligation to pay Franklin Asia directly for its services.  The fee to Templeton shall be accrued daily and shall be based on the net asset values of all of the issued and

3
outstanding shares of the Fund as determined as of the close of each business day pursuant to the Articles of Incorporation, Bylaws and currently effective Prospectus and Statement of Additional Information of ACWMF as they relate to the Fund. The fee shall be payable in arrears on the last day of each calendar month.
The amount of such annual fee, as applied to the average daily value of the net assets of the Fund shall be as described in the schedule below:
AssetsFee
On the first $100 million in assets.50%
On the assets in excess of $100 million.40%
(b)  Franklin Asia.  In payment for the investment sub-advisory services to be rendered by Franklin Asia in respect of the Fund hereunder, Templeton shall pay to Franklin Asia as full compensation for all services hereunder a fee equal to seven-tenths of the advisory fee paid to Templeton by the Adviser, which fee shall be payable in U.S. dollars on the first business day of each month as compensation for the services to be rendered and obligations assumed by Franklin Asia during the preceding month.  Such advisory fee shall be payable on the first business day of the first month following the effective day of this Agreement and shall be reduced by the amount of any advance payments made by Templeton relating to the previous month.  If this Agreement is terminated with respect to Franklin Asia prior to the end of any month, the monthly fee shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the total number of calendar days in the month, and shall be payable within 10 days after the date of termination.
5. RENEWAL AND TERMINATION
This Agreement shall become effective as of the date first written above and shall continue until July 31, 2011, unless sooner terminated as hereinafter provided, and shall continue thereafter so long as such continuance is specifically approved at least annually by (i) the Board of Directors of ACWMF 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 vote of the majority of the Board of Directors who are not interested persons 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.  This Agreement may be terminated at any time without payment of penalty: (i) by ACWMF's Board of Directors or by a vote of a majority of the outstanding voting securities of the Fund on sixty days' prior written notice, or (ii) by the Adviser or any  party hereto upon sixty days' prior written notice to the other parties.  This Agreement will terminate automatically upon its assignment or
4
upon any termination of the Investment Advisory Agreement.  The terms "interested person," "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act.
In the event that this Agreement is terminated with respect to only one Subadviser, the Agreement will remain in full force and effect with respect to the remaining Subadviser (until such time as it is terminated with respect to the remaining Subadviser).
6. GENERAL PROVISIONS
(a) The Subadvisers may rely on information reasonably believed by them to be accurate and reliable. Except as may otherwise be provided by the 1940 Act, neither the Subadvisers nor their officers, directors, employees or agents shall be subject to any liability for any error of judgment or mistake of law or for any loss arising out of any investment or other act or omission in the performance by the Subadvisers of their duties under this Agreement or for any loss or damage resulting from the imposition by any government or exchange control restrictions which might affect the liquidity of the Fund’s assets, or from acts or omissions of custodians or securities depositories, or from any war or political act of any foreign government to which such assets might be exposed, provided that nothing herein shall be deemed to protect, or purport to protect, the Subadvisers against any liability to ACWMF or to its shareholders to which the Subadvisers would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of their duties hereunder, or by reason of the Subadvisers’ reckless disregard of their obligations and duties hereunder.
(b) The Adviser and ACWMF’s Board of Directors understand that the value of investments made for the Fund may go up as well as down, is not guaranteed and that investment decisions will not always be profitable. The Adviser has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Fund. The Adviser and ACWMF’s Board of Directors acknowledge that the Fund is designed for investors seeking international diversification and is not intended as a complete investment program. They also understand that investment decisions made on behalf of the Fund by the Subadvisers are subject to various market and business risks, and that investing in securities of companies in emerging countries involves special risks which are not typically associated with investing in U.S. companies. Risks include but are not limited to, foreign currency fluctuations, investment and repatriation restrictions, and political and social instability. Although the Subadvisers intend to invest in companies located in countries which the Subadvisers consider to have relatively stable and friendly governments, ACWMF’s Board of Directors accepts the possibility that countries in which the Subadvisers invest may expropriate or nationalize properties of foreigners, may impose confiscatory taxation or exchange controls, including suspending currency transfers from a given country, or may be subject to political or diplomatic developments that could affect investments in those countries.

5
(c) This Agreement shall not be or become effective unless and until it is or has been approved by the Board of Directors of ACWMF, including a majority of the Directors who are not “interested persons” to parties to this Agreement, by a vote cast in person at a meeting called for the purpose of voting upon such approval.
(d) The Advisers understand that the Subadvisers now act, will continue to act, or may act in the future, as investment advisers to fiduciary and other managed accounts, including other investment companies, and the Adviser has no objection to the Subadvisers so acting, provided that the Subadvisers duly perform all obligations under this Agreement. The Adviser also understands that the Subadvisers may give advice and take action with respect to any of their other clients or for their own account which may differ from the timing or nature of action taken by the Subadvisers with respect to the Fund. Nothing in this Agreement shall impose upon the Subadvisers any obligation to purchase or sell or to recommend for purchase or sale, with respect to the Fund, any security which the Subadvisers or their shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of any other client.
(e) Except to the extent necessary to perform their obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Subadvisers, or the right of any of their officers, directors or employees who may also be an officer, director or employee of ACWMF, or person otherwise affiliated with ACWMF (within the meaning of the 1940 Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.
(f) Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Missouri. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(g) Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage pre-paid to the appropriate party at the following address:  the Adviser, ACWMF and the Fund at 4500 Main Street, Kansas City, Missouri 64111, Attention:  General Counsel, Templeton at 500 East Broward Boulevard, Suite 2100, Fort Lauderdale, Florida 33394 and Franklin Asia at 17th Floor, Chater House, 8 Connaught Road Central, Hong Kong.
(h) Subadvisers agree to notify Adviser of any change in Subadvisers’ officers and directors at or before the next calendar quarter end after such change occurs.
(i) Adviser will vote the Fund’s investment securities in accordance with its proxy voting policy and procedures.  Subadvisers shall not be responsible for any such voting.

6
IN WITNESS WHEREOF, the parties have duly executed this Agreement to be effective as of the date first above written.
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:
David H. Reinmiller
Vice President
TEMPLETON INVESTMENT COUNSEL, LLC
By:
Name:
Title:                                                                
FRANKLIN TEMPLETON INVESTMENTS (ASIA) LIMITED
By:
Name:
Title:                                                                
7

Exhibit J
Outstanding Shares - PROPOSAL 1
IssuerShare Class
Number of Votes
Entitled to Vote
($1 equals 1 vote)
American Century Asset Allocation Portfolios, Inc.All classes
American Century Capital Portfolios, Inc.All classes
American Century Growth Funds, Inc.All classes
American Century Mutual Funds, Inc.All classes
American Century Strategic Asset Allocations, Inc.All classes
American Century Variable Portfolios, Inc.All classes
American Century World Mutual Funds, Inc.All classes
Outstanding Shares - PROPOSAL 2
Fund Name
Outstanding
Shares
Number of Votes
Entitled to Vote
 ($1 equals 1 vote)
   LIVESTRONG Income Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2015 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2020 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2025 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2030 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2035 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2040 Portfolio
Investor Class, A Class, R Class
Institutional Class
   LIVESTRONG 2045 Portfolio
Investor Class, A Class, R Class
Institutional Class
1

   LIVESTRONG 2050 Portfolio
Investor Class, A Class, R Class
Institutional Class
   One Choice Portfolio: Very Conservative
   One Choice Portfolio: Conservative
   One Choice Portfolio: Moderate
   One Choice Portfolio: Aggressive
   One Choice Portfolio: Very Aggressive
   Equity Income
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Equity Index
Investor Class
Institutional Class
   Large Company Value
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Mid Cap Value
Investor Class, A Class, B Class, R Class
Institutional Class
   NT Large Company Value
   NT Mid Cap Value
   Real Estate
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Small Cap Value
Investor Class, A Class, B Class
Institutional Class
   Value
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Legacy Focused Large Cap
Investor Class, Advisor Class, R Class
Institutional Class
   Legacy Large Cap
Investor Class, Advisor Class, R Class
Institutional Class
   Legacy Multi Cap
Investor Class, Advisor Class, R Class
Institutional Class
   Balanced
Investor Class
Institutional Class
2

   Capital Growth
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Capital Value
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Focused Growth
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Fundamental Equity
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Giftrust
   Growth
Investor Class, A Class, B Class, R Class
Institutional Class
   Heritage
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   New Opportunities
Investor Class, B Class
Institutional Class
   NT Growth
   NT Vista
   Select
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Small Cap Growth
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Ultra
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Veedot
Investor Class
Institutional Class
   Vista
Investor Class, A Class, B Class, R Class
Institutional Class
   Strategic Allocation: Aggressive
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
3

   Strategic Allocation: Conservative
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
Stategic Allocation: Moderate
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   VP Balanced
   VP Capital Appreciation
   VP Income & Growth
Class I, Class II, Class III
   VP International
Class I, Class III
Class II, Class IV
   VP Large Company Value
Class I
Class II
   VP Mid Cap Value
Class I
Class II
   VP Vista
Class I
Class II
   VP Ultra
Class I, Class III
Class II
   VP Value
Class I, Class III
Class II
   Emerging Markets
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   Global Growth
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   International Discovery
Investor Class, A Class, B Class
Institutional Class
   International Growth
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   International Opportunities
Investor Class
Institutional Class
4

   International Value
Investor Class, A Class, B Class, C Class, R Class
Institutional Class
   NT Emerging Markets
   NT International Growth
   International Stock
Outstanding Shares - PROPOSAL 3
Fund NameShare ClassOutstanding Shares
Number of Votes Entitled
to Vote ($1 equals 1 vote)
Equity IndexAll classes
Outstanding Shares - PROPOSAL 4
Fund NameShare ClassOutstanding Shares
Number of Votes Entitled 
to Vote ($1 equals 1 vote)
International ValueAll classes
Outstanding Shares – PROPOSAL 5
IssuerShare Class
Number of Votes
Entitled to Vote
($1 equals 1 vote)
American Century Capital Portfolios, Inc.All classes
American Century Mutual Funds, Inc.All classes
American Century World Mutual Funds, Inc.All classes
5

Exhibit K
SIGNIFICANT SHAREHOLDERS – Proposal 1
Shareholder
Percentage of
Outstanding Shares
Shares Owned
of Record
American Century Asset Allocation Portfolios, Inc.
Taynik & Co. c/o State Street BankNational Financial Services LLC
Quincy, MassachusettsJersey City, New Jersey
14%
Charles Schwab & Co., Inc.State ST BK/TR AS TTEE and/or CUST FBO ADP Access Product
San Francisco, CaliforniaBoston, Massachusetts
6%7%
American Century Capital Portfolios, Inc.
National Financial Services LLC
Jersey City, New Jersey
16%
Charles Schwab & Co., Inc.
San Francisco, California
12%10%
National Financial Services CorpAC Retirement Date Trust
for Exclusive Benefit of Customers
New York, New YorkWoburn, Massachusetts
7%
FIIOC FBO Syntex ManagementAmerican Enterprise Investment Services
Covington, KentuckyMinneapolis, Minnesota
5%9%
American Century Growth Funds, Inc;
American Century Serv Corp KPESP LQA Very Aggressive.
Legacy Multi Cap Omnibus Account
Kansas City, Missouri
31%
American Century Mutual Funds, Inc.
Charles Schwab & Co., Inc.
San Francisco, California
9%13%
American Century Strategic Asset Allocations, Inc.
AC Retirement Date Trust
Woburn, Massachusetts
13%
Amer United Life Ins Co Unit Investment Trust
Indianapolis, Indiana
10%
State Street Corp Trustee FBO Hallmark Cards Inc.
Westwood, Massachusetts
8%
Charles Schwab & Co., Inc.
San Francisco, California
7%
Saxon & Co
Philadelphia, Pennsylvania
7%
American Century Variable Portfolios, Inc.
Nationwide Life Insurance Company
Columbus, OH
28%
IDS Life Insurance Company
Minneapolis, Minnesota
25%
Mutual of America Separate Account
Columbus, Ohio
5%
American Century World Mutual Funds, Inc.
Charles Schwab & Co., Inc.
San Francisco, California
9%
1

SIGNIFICANT SHAREHOLDERS – Proposal 2
Shareholder
Percentage of
Outstanding
Shares Owned
of Record
American Century Asset Allocation Portfolios, Inc.
   LIVESTRONG Income Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
36%
New York Life Trust Company
Parsippany, New Jersey
12%
Institutional Class
ING State Street Bank & Trust FBO Baylor Health 401K
Quincy, Massachusetts
23%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
19%
National Financial Services LLC
New York, New York
17%
FIIOC FBO Garber Travel Retirement Savings Plan
Covington, Kentucky
12%
Trustees of Hapag-Lloyd America Inc Svgs Inv Plan & Trust
Piscataway,Jersey City, New Jersey
7%10%
JP Morgan Chase Bank TrusteeLincoln Investment Planning LLC
Kearfott Guidance & Navigation Corp Deferred Savings Plan
Kansas City, MissouriFort Washington, Pennsylvania
6%
JP Morgan Chase Bank Trustee
Taylor Companies 401K and Profit Sharing Plans
Kansas City, Missouri
6%
   LIVESTRONG 2015 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
18%
Charles Schwab & Co Inc
San Francisco, California
6%
Institutional Class
Charles Schwab & Co., Inc.
San Francisco, California
30%
ING State Street Bank & Trust FBO Baylor Health 401K
Quincy, Massachusetts
17%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
16%
JP Morgan Chase Bank Trustee
FBO United Business Media CBMI 401K Plan
Kansas City, Missouri
7%
JP Morgan Chase Bank TR FBO Searles Valley Minerals 401K Plan
Overland Park, Kansas
6%
JP Morgan Chase Bank Trustee
Kearfott Guidance & Navigation Corp Deferred Savings Plan
Kansas City, Missouri
5%
2

   LIVESTRONG 2020 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
59%
JP Morgan Chase Bank as Trustee
FBO Republic National Distributing Company LLC 401K Plan
Kansas City, Missouri
7%
Institutional Class
ING State Street Bank & Trust FBO Baylor Health 401K
Quincy, Massachusetts
39%
National Financial Services LLC
New York, New York
28%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
20%
FIIOC FBO Garber Travel Retirement Savings Plan
Covington, Kentucky
8%
   LIVESTRONG 2025 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
21%
Charles Schwab & Co Inc
San Francisco, California
9%
Institutional Class
JP Morgan Chase Bank Trustee
Taylor Companies 401K and Profit Sharing Plans
Kansas City, Missouri
21%
Charles Schwab & Co Inc
San Francisco, California
15%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
15%
ING State Street Bank & Trust
FBO Baylor Health 401K
Quincy, Massachusetts
14%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
10%
National Financial ServicesMSSB LLC
New York, New York
6%
Trustees of Hapag-Lloyd America Inc Svgs Inv Plan & TrustAmerican Enterprise Investment Services
Piscataway, New JerseyMinneapolis, Minnesota
6%5%
   LIVESTRONG 2030 PortfolioAmerican Century Mutual Funds, Inc.
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
55%
JP Morgan Chase Bank as Trustee
FBO Republic National Distributing Company LLC 401K Plan
Kansas City, Missouri
10%
AUL American Unit Trust Separate Account
Indianapolis, Indiana
6%
3

Institutional Class
ING State Street Bank & Trust
FBO Baylor Health 401K
Quincy, Massachusetts
42%
National Financial Services LLC
New York, New York
23%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
20%
Fidelity FIIOC TR
Covington, Kentucky
6%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
6%
   LIVESTRONG 2035 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
16%
Charles Schwab & Co Inc
San Francisco, California
14%
Institutional Class
ING State Street Bank & Trust
FBO Baylor Health 401K
Quincy, Massachusetts
19%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
18%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
14%
Charles Schwab & Co Inc
San Francisco, California
10%
JP Morgan Chase Bank Trustee
FBO United Business Media CBMI 401K Plan
Kansas City, Missouri
9%
JP Morgan Chase Bank Trustee
Taylor Companies 401K and Profit Sharing Plans
Kansas City, Missouri
8%
Trustees of Hapag-Lloyd America Inc Svgs Inv Plan & Trust
Piscataway, New Jersey
6%
National Financial Services Corp
New York, New York
5%
  LIVESTRONG 2040 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
46%
JP Morgan Chase Bank as Trustee
FBO Republic National Distributing Company LLC 401K Plan
Kansas City, Missouri
12%
AUL American Unit Trust Separate Account
Indianapolis, Indiana
8%
Institutional Class
ING State Street Bank & Trust
FBO Baylor Health 401K
Quincy, Massachusetts
48%
4

National Financial Services LLC
New York, New York
17%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
14%
FIIOC FBO Heritage Hills Nursing Centre 401K Plan
Covington, Kentucky
8%
Orchard Trust Company Cust
FBO The Children’s Hospital Assoc 403B
Greenwood Vlg, Colorado
5%
   LIVESTRONG 2045 Portfolio
Investor Class, A Class, R Class
Charles Schwab & Co Inc
San Francisco, California
18%
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
11%
Ohio National Life Insurance Co
Cincinnati, Ohio
6%
Institutional Class
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
20%
JP Morgan Chase Bank Trustee
Taylor Companies 401K and Profit Sharing Plans
Kansas City, Missouri
19%
JP Morgan Chase Bank Trustee
Kearfott Guidance & Navigation Corp Deferred Savings Plan
Kansas City, Missouri
10%
ING State Street Bank & Trust FBO Baylor Health 401K
Quincy, Massachusetts
10%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
9%
JP Morgan Chase Bank Trustee
FBO United Business Media 401K Plan
Kansas City, Missouri
8%
Charles Schwab & Co Inc
San Francisco, California
7%
   LIVESTRONG 2050 Portfolio
Investor Class, A Class, R Class
Taynik & Co C/o State Street Bank
Quincy, Massachusetts
30%
JP Morgan Chase Bank as Trustee
FBO Republic National Distributing Company LLC 401K Plan
Kansas City, Missouri
14%
Amer United Life Ins Co Group Retirement Annuity Sep Acct II
Indianapolis, Indiana
12%
National Financial Services LLC
New York, New York
6%
Institutional Class
ING State Street Bank & Trust FBO Baylor Health 401K
Quincy, Massachusetts
28%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
25%
5

JP Morgan Chase Bank Trustee
FBO United Business Media 401K Plan
Kansas City, Missouri
22%
Orchard Trust Company TR
FBO The Childrens Hospital 457B DCP
Greenwood Vlg, Colorado
8%
JP Morgan Chase Bank TTEE
FBO Great Plains Energy 401K Savings Plan
Kansas City, Missouri
8%
National Financial Services LLC
New York, New York
6%
   One Choice Portfolio: Very Conservative 
Investor Class 
Charles Schwab & Co Inc 16%
San Francisco, California 
   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.
   Equity Income
Investor Class, A Class, B Class, C Class, R Class
First Clearing LLC
Pottsboro, Texas
16%
MLPF&S
Jacksonville, Florida
10%
Pershing LLC
Jersey City, New Jersey
7%
Institutional Class
UBATCO
Lincoln, Nebraska
23%
NFS LLC FEBO M Diane Harris
TOD Beneficiary on File
Bradenton, Florida
17%
FIIOC FBO Ned S Holmes Investments Inc
Covington, Kentucky
16%
Charles Schwab & Co Inc
San Francisco, California
13%
Patterson & Co FBO Omnibus Rein/Rein
Charlotte, North Carolina
8%
JP Morgan Chase TR
Ericsson Capital Accumulation and Savings Plan
7%
6

Kansas City, Missouri
   Equity Index
Investor Class
Nationwide Trust Company FSB
Columbus, Ohio
10%
Pershing LLC
Jersey City, New Jersey
7%
Institutional Class
JP Morgan Chase & Co TTEE
Perot Systems Corp Retirement Savings Plan
Kansas City, Missouri
53%
JP Morgan Chase Bank TR
Newell Rubbermaid 401K Savings Plan and Trust
Kansas City, Missouri
16%
   Large Company Value
Investor Class, A Class, B Class, C Class, R Class
American Century Serv Corp
KPESP LQ Very Conservative Large Co Value Omnibus Account
Kansas City, Missouri
15%
FIICO FBO Zeus Industrial Products Inc
Covington, Kentucky
8%
USAA Investment Management Inc
San Antonio, Texas
5%
Institutional Class
FIIOC FBO HPC Savings and Profit Sharing
Covington, Kentucky
14%
JP Morgan Chase Bank Trustee
FBO Clarian Health Partners Defined Contribution Plan
Kansas City, Missouri
10%
Saxon and Co
Philadelphia, Pennsylvania
9%
National Financial Services Corp
New York, New York
9%
JP Morgan Chase as Trustee
FBO HP Hood LLC Retirement Savings Plan
Binghamton, New York
9%
JP Morgan Chase Bank Trustee
FBO Astellas US Retirement and Savings Plan
Kansas City, Missouri
8%
JP Morgan Chase Bank Trustee
St Jude Medical Inc PS Employee Savings Plan & Trust
Kansas City, Missouri
7%
MLPF&S
Jacksonville, Florida
7%
Wachovia Bank
FBO Portfolio Strategies Reinv
Charlotte, North Carolina
6%
JP Morgan Chase Bank Trustee
FBO The Comsys 401K Plan and Savings Plan
Kansas City, Missouri
5%
   Mid Cap Value
Investor Class, A Class, B Class, R Class
7

Charles Schwab & Co Inc
San Francisco, California
21%
National Financial Services Corp
New York, New York
17%
American Century Serv Corp
KPESP LQA Mid Cap Value Mid Cap Value Omnibus Account
Kansas City, Missouri
7%
Institutional Class
National Financial Services Corp
New York, New York
37%
MLPF&S
Jacksonville, Florida
19%
Orchard Trust Co TR FBO Childrens Hospital 457F Plan
Greenwood Vlg, Colorado
13%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
9%
Prudential Investment Mgmt Svc FBO Mutual Fund Clients
Newark, New Jersey
7%
Rockhurst University Endowment
Kansas City, Missouri
6%
   Real Estate
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
14%
Pershing LLC
Jersey City, New Jersey
7%
AIG Retirement Services Company
FBO AIGFSB Custodian Trustee FBO MCG Health
Houston, Texas
5%
Institutional Class
FIIOC FBO RGI, Inc. 401K Savings Plan
Covington, Kentucky
49%
American Century Services LLC
LIVESTRONG™  2040 Portfolio Real Estate Omnibus
Kansas City, Missouri
7%
American Century Serv Corp
LIVESTRONG™  2025 Portfolio Real Estate Omnibus
Kansas City, Missouri
5%
National Financial Services Corp
New York, New York
5%
   Small Cap Value
Investor Class, A Class, B Class
OptionsXpress
Chicago, Illinois
12%
Nationwide Trust Company FSB
FBO Participating Retirement Plans (VNRS)
Columbus, Ohio
7%
Hartford Life Insurance Company Separate Account
Hartford, Connecticut
7%
Charles Schwab & Co Inc
San Francisco, California
6%
American Century Serv Corp Schwab – Moderate
Small Cap Value Advisor Omnibus
6%
8

Kansas City, Missouri
NFS LLC FEBO Mutual Funds Fractional Write Off Acct
New York, New York
6%
American United Life Group Retirement Annuity II
Indianapolis, Indiana
5%
Institutional Class
Fidelity FIIOC TR FBO Certain Employee Benefit Plans
Covington, Kentucky
25%
USAA Investment Management Inc
San Antonio, Texas
9%
MLPF&S
Jacksonville, Florida
6%
National Financial Services Corp
New York, New York
5%
   Value
Investor Class, A Class, B Class, C Class, R Class
Nationwide Life Insurance Company (DCVA)
Columbus, Ohio
11%
Institutional Class
State Street Bank & Trust TR Lowes 401K Plan
Westwood, Massachusetts
48%
JP Morgan Chase Bank Trustee
Aurora Health Care Inc Incentive Savings Plan
Kansas City, Missouri
14%
National Financial Services Corp
New York, New York
6%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
5%
   NT Large Company Value
Institutional Class
American Century Serv Corp LIVESTRONG™ 2015 Portfolio
NT Large Company Value Omnibus
Kansas City, Missouri
39%(1)
American Century Services LLC LIVESTRONG™  2025 Portfolio
NT Large Company Value Omnibus
Kansas City, Missouri
25%(1)
American Century Serv Corp LIVESTRONG™  2035 Portfolio
NT Large Company Value Omnibus
Kansas City, Missouri
18%(1)
American Century Serv Corp LIVESTRONG™  2045 Portfolio
NT Large Company Value Omnibus
Kansas City, Missouri
11%(1)
American Century Serv Corp LIVESTRONG™  Income Portfolio
NT Large Company Value Omnibus
Kansas City, Missouri
8%(1)
   NT Mid Cap Value
Institutional Class
American Century Services LLC
LIVESTRONG™ 2030 Portfolio NT Mid Cap Value Omnibus
Kansas City, Missouri
39%(1)
American Century Services LLC
LIVESTRONG™ 2025 Portfolio NT Mid Cap Value Omnibus
Kansas City, Missouri
25%(1)
9

American Century Serv Corp
LIVESTRONG™ 2035 Portfolio NT Mid Cap Value Omnibus
Kansas City, Missouri
18%(1)
American Century Serv Corp
LIVESTRONG™ 2045 Portfolio NT Mid Cap Value Omnibus
Kansas City, Missouri
11%(1)
American Century Serv Corp
LIVESTRONG™ Income Portfolio NT Mid Cap Value Omnibus
Kansas City, Missouri
7%(1)
American Century Growth Funds, Inc.
   Legacy Focused Large Cap
Investor Class, Advisor Class, R Class
Charles Schwab & Co Inc
San Francisco, California
5%
Institutional Class
Charles Schwab & Co., Inc.
San Francisco, California
55%
American Century Investment Management Inc
Kansas City, Missouri
24%
IRA Rollover David F Schutz
Maplewood, Minnesota
22%(1)
   Legacy Large Cap
Investor Class, Advisor Class, R Class
Charles Schwab & Co Inc
San Francisco, California
6%
American Century Investment Management, Inc.
Kansas City, Missouri
6%(1)
Institutional Class
American Century Investment Management, Inc.
Kansas City, Missouri
90%(1)
Charles Schwab & Co Inc
San Francisco, California
5%
   Legacy Multi Cap
Investor Class, Advisor Class, R Class
American Century Serv Corp KPESP LQ 100% Equity
Legacy Multi Cap Omnibus Account
Kansas City, Missouri
61%
Institutional Class
Charles Schwab & Co., Inc.
San Francisco, California
57%
American Century Investment Management Inc
Kansas City, Missouri
43%(1)
American Century Mutual Funds, Inc.
   Balanced
Investor Class
Charles Schwab & Co, Inc.
San Francisco, California
6%
Institutional Class
JPM Chase Manhattan Bank NA TTEEAC Retirement Date Trust
Lorillard Inc Hourly Paid Employees PSP & TrustWoburn, Massachusetts
88%5%

10
D-1


New York, New York
Shareholder
Orchard Trust Company LLC Trustee FBO Retirement PlansPercentage of
Greenwood Vlg, Colorado
9%
   Capital Growth
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co IncOutstanding Shares
San Francisco, California
32%
LPL Financial
San Diego, California
6%
National Financial Services Corp
New York, New York
6%
MLPF&S Inc
Jacksonville, Florida
6%
Institutional Class
NFS LLC FEBO NFS/FMTC IRA R/O FBO Marsha K Hall-Jenkins
Grosse Pointe, Michigan
56%
American Century Investment Management Inc
Kansas City, Missouri
37%(1)Owned of Record
   Capital Value
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
25%
Saxon & Co
Philadelphia, Pennsylvania
9%
Invsitutional Class
Saxon & Co
Philadelphia, Pennsylvania
68%
National Financial Services Corp
New York, New York
24%
Charles Schwab & Co Inc
San Francisco, California
5%
   Focused Growth
Investor Class, A Class, B Class, C Class, R Class
None
Institutional Class
American Century Investment Management, Inc.
Kansas City, Missouri
100%(1)
   Fundamental Equity
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
57%
National Financial Services Corp
New York, New York
10%
Institutional Class
Charles Schwab & Co., Inc.
San Francisco, California
56%
Mori & Co
Kansas City, Missouri
31%
American Century Investment Management, Inc.
Kansas City, Missouri
13%(1)
   Giftrust
11

Investor Class
None
   Growth
Investor Class, A Class, B Class, R Class
Charles Schwab & Co Inc
San Francisco, California
14%
Institutional Class
Prudential Investments
Newark, New Jersey
68%
JP Morgan Chase Bank Trustee
Aurora Health Care Inc Incentive Savings Plan
Kansas City, Missouri
8%
JP Morgan Chase Bank TTEE
Avon Personal Savings Account Plan Trust
New York, New York
6%
   Heritage
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
14%
Institutional Class
Chase Manhattan Bank Trustee
The Linde Savings & Investment Plan
New York, New York
28%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
18%
JP Morgan Chase as Trustee
Brown and Caldwell Employee Stock Ownership Plan
New York, New York
13%
JP Morgan Chase Bank Trustee
Natco Group Profit Sharing and Savings Plan
Kansas City, Missouri
10%
Saxon & Co
Philadelphia, Pennsylvania
7%
JP Morgan Chase Bank Trustee
Fitch Inc 401K Plan and Trust
Kansas City, Missouri
6%
   New Opportunities
Investor Class, B Class
None
Institutional Class
American Century Investment Management Inc
Kansas City, Missouri
100%(1)
   Select
Investor Class, A Class, B Class, C Class, R Class
None
Institutional Class
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
88%
   Small Cap Growth
Investor Class, A Class, B Class, C Class, R Class
12

MLPF&S
Jacksonville, Florida
26%
Charles Schwab & Co Inc
San Francisco, California
18%
Pershing LLC
Jersey City, New Jersey
11%
Institutional Class
Patterson & Co
Omnibus Cash Reinvest
Charlotte, North Carolina
63%
NFS LLC FEBO NFS/FMTC IRA FBO Brian Zempel
Menomonee Fls, Wisconsin
21%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
12%
   Ultra
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
7%
Institutional Class
FIIOC c/o Jemco Services LLC
Covington, Kentucky
46%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
20%
JPM Chase Manhattan Bank NA TTEE
Lorillard Inc Hourly Paid Employees PSP & Trust
New York, New York
14%
PIMS/Prudential Retirement
As Nominee for the TTEE/Cust PL 820 Anritsu Company
Morgan Hill, California
10%
   Veedot
Investor Class
None
Institutional Class
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
94%
   Vista
Investor Class, A Class, B Class, R Class
John Hancock Life Ins Co USA
RPS Seg Funds & Accounting ET-7
Boston, Massachusetts
12%
Nationwide Life Insurance Company (DCVA)
Columbus, Ohio
8%
Institutional Class
Prudential Investments
Newark, New Jersey
22%
National Financial Services Corp
New York, New York
18%
OptionsXpress
Chicago, Illinois
16%
JP Morgan Chase Bank Trustee
FBO Astellas US Retirement and Savings Plan
Kansas City, Missouri
6%
13

Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
6%
   NT Growth
Institutional Class
American Century Services LLC
LIVESTRONG™ 2050 Portfolio NT Growth Omnibus
Kansas City, Missouri
37%(1)
American Century Services LLC
LIVESTRONG™ 2025 Portfolio NT Growth Omnibus
Kansas City, Missouri
25%(1)
American Century Serv Corp
LIVESTRONG™ 2035 Portfolio NT Growth Omnibus
Kansas City, Missouri
20%(1)
American Century Serv Corp
LIVESTRONG™ 2045 Portfolio NT Growth Omnibus
Kansas City, Missouri
12%(1)
American Century Serv Corp
LIVESTRONG™ Income Portfolio NT Growth Omnibus
Kansas City, Missouri
6%(1)
   NT Vista
Institutional Class
American Century Serv Corp
LIVESTRONG™ 2015 Portfolio NT Vista Omnibus
Kansas City, Missouri
37%(1)
American Century Services LLC
LIVESTRONG™ 2025 Portfolio NT Vista Omnibus
Kansas City, Missouri
26%(1)
American Century Serv Corp
LIVESTRONG™ 2035 Portfolio NT Vista Omnibus
Kansas City, Missouri
20%(1)
American Century Serv Corp
LIVESTRONG™ 2045 Portfolio NT Vista Omnibus
Kansas City, Missouri
13%(1)
American Century Strategic Asset Allocations, Inc.
   Strategic Allocation: Conservative
Matrix Trust Company as Agent for Newport Trust Company HOC Transport Company 401(K) Retirement Plan
Folsom, California
14%
Investor Class, A Class, B Class, C Class, R Class
American Enterprise Investment Services
Minneapolis, Minnesota
8%
Saxon & Co
Philadelphia, Pennsylvania
17%
Charles Schwab & Co Inc
San Francisco, California
12%
Orchard Trust Co TTEE
Employee Benefits Clients 401K – FG
Greenwood Vlg, Colorado
9%
American United Life Group Retirement Annuity II
Indianapolis, Indiana
7%
Institutional Class
State Street Corp TrusteeST BK/TR AS TTEE and/or CUST FBO Hallmark Cards Inc.ADP Access Product
Westwood,Boston, Massachusetts
58%
DWS Trust Co TTEE
FBO Stuart Dean – Field Workers 401K Plan
Salem, New Hampshire
13%
   Strategic Allocation: Moderate
14

Investor Class, A Class, B Class, C Class, R Class
Amer United Life Ins Co Group Retirement Annuity II
Indianapolis, Indiana
14%
Saxon & Co
Philadelphia, Pennsylvania
7%
Charles Schwab & Co Inc
San Francisco, California
7%
Institutional Class
State Street Corp Trustee FBO Hallmark Cards Inc
Westwood, Massachusetts
40%
Chase Manhattan Bank Trustee
The Linde Savings & Investment Plan
New York, New York
8%
National Financial Services CorpLLC
Jersey City, New York, New York
7%
JP Morgan Chase Bank Trustee
Crown Equipment Corporation 401K Retirement Savings Plan
New York, New York
6%
DWS Trust Co TTEE FBO Medical Imaging Inc 401K Plan
Salem, New HampshireJersey
5%
Stategic Allocation: Aggressive
Investor Class, A Class, B Class, C Class, R Class
Amer United Life Ins Co Unit Investment Trust
Indianapolis, Indiana
11%
Charles Schwab & Co Inc
San Francisco, California
10%
Saxon & Co
Philadelphia, Pennsylvania
8%
Institutional Class
DWS Trust Co TTEE FBO Medical Imaging Incorp 401K
Salem, New Hampshire
29%
State Street Corp Trustee FBO Hallmark Cards Inc.
Westwood, Massachusetts
18%
Mac & Co A/C UIOF Mutual Fund Operations
Pittsburgh, Pennsylvania
12%
Chase Manhattan Bank TR
Salt River Project Employees 401K Plan
New York, New York
5%
American Century Variable Portfolios, Inc.
   VP Balanced
Class I
Nationwide Life Insurance Company
Columbus, Ohio
40%
Symetra Life Insurance Company
Bellevue, Washington
19%
Lincoln National Life Insurance Company
Fort Wayne, Indiana
15%
Lincoln Life & Annuity Company
Fort Wayne, Indiana
7%
   VP Capital Appreciation
Class I
15

Mutual of America Separate Account #1
New York, New York
82%
   VP Income & Growth
Class I, Class II, Class III
Nationwide Insurance Company
Columbus, Ohio
47%
Principal Life Insurance Co Cust
FBO Principal Executive Variable Universal Life II
Des Moines, Iowa
9%
Massachusetts Mutual Life Insurance Co
Springfield, Massachusetts
7%
CM Life Insurance Company
Springfield, Massachusetts
7%
Ameritas Variable Life Insurance Co Separate Account V
Lincoln, Nebraska
6%
   VP International
Class I, Class III
IDS Life Insurance Company Retirement Advisor VBL Annuity 1IF
Minneapolis, Minnesota
18%
Merrill Lynch Life Insurance Co Retirement Plus A
Cedar Rapids, Iowa
17%
Nationwide Life Insurance Company PMLIC-VLI
Columbus, Ohio
11%
Lincoln National Life Insurance Co JPF Separate Acct A
Fort Wayne, Indiana
9%
Midland National Life Insurance Co
Sioux Falls, South Dakota
8%
Symetra Life Insurance Company
Bellevue, Washington
7%
Kansas City Life Insurance Company
Kansas City, Missouri
6%
National Life of Vermont-Investor Select
Montpelier, Vermont
6%
AUL American Individual Separate Account
Indianapolis, Indiana
5%
Class II, Class IV
IDS Life Insurance Company Rava ADV VBL Annuity (4AI)
Minneapolis, Minnesota
82%
Midland National Life Insurance Co Annuity Division
Des Moines, Iowa
9%
   VP Large Company Value
Class I
Annuity Investor Life Insurance Company
Cincinnati, Ohio
92%
Class II
Symetra Life Insurance Company
Bellevue, Washington
56%
Annuity Investor Life Insurance Co
Cincinnati, Ohio
26%
Midland National Life Insurance Co Annuity Division
Des Moines, Iowa
16%
   VP Mid Cap Value
16

Class I
Nationwide Insurance Company NWPP
Columbus, Ohio
58%
Annuity Investor Life Insurance Co
Cincinnati, Ohio
21%
Nationwide Insurance Company NWVL-C
Columbus, Ohio
7%
Ameritas Life Insurance Corp Separate Account LLVL
Lincoln, Nebraska
5%
Class II
IDS Life Insurance Company
Minneapolis, Minnesota
76%
Nationwide Insurance Company NWVLI-4
Columbus, Ohio
16%
IDS Life Insurance Company of New York
Minneapolis, Minnesota
5%
   VP Ultra
Class I, Class III
Principal Life Insurance Company PMLIC-VLI
Columbus, Ohio
21%
Merrill Lynch Life Insurance Co Retirement Power
Cedar Rapids, Iowa
16%
Annuity Investor Life Insurance Co
Cincinnati, Ohio
14%
First Variable Life Insurance Co
Birmingham, Alabama
13%
Nationwide Life Insurance Company PMLIC-VLI
Columbus, Ohio
9%
Farm Bureau Life Insurance Company
W Des Moines, Iowa
8%
Kansas City Life Insurance Company
Kansas City, Missouri
7%
Class II
Minnesota Mutual Life
Saint Paul, Minnesota
31%
Principal Life Insurance Co Cust
FBO Principal Individual – Executive Variable Universal Life
Des Moines, Iowa
28%
American Enterprise Life Insurance Company
Minneapolis, Minnesota
16%
IDS Life Insurance Company
Minneapolis, Minnesota
13%
Security Benefit Life
FBO SBL Advance Designs
Topeka, Kansas
10%
   VP Value
Class I, Class III
NationwideLincoln National Insurance Company
Columbus, Ohio
47%
IDS Life Insurance Company Flexible Portfolio Annuity
Minneapolis, Minnesota
19%
Pruco Life Insurance Company of Arizona
Newark, New Jersey
8%
17

Class II
IDS Life Insurance Company Rava ADV VBL Annuity (3AV)
Minneapolis, Minnesota
47%
Nationwide Insurance Company NWVLI-4
Columbus, Ohio
17%
Minnesota Mutual Life
St. Paul, MinnesotaFort Wayne, Indiana
11%
Mid Atlantic Trust Co FBO Solutions Shared Services Inc
Pittsburgh, Pennsylvania
11%
Midland National Life Insurance Company
Sioux Falls, South Dakota
6%
Security Benefit Life FBO SBL Advance DesignsInsurance Co.
Topeka, Kansas
10%5%
Principal Life Insurance Co Cust
FBO Principal Executive Variable Universal Life II
Des Moines, Iowa
7%
   VP Vista
Class I
Annuity Investor Life Insurance Co
Cincinnati, Ohio
29%
Farm Bureau Life Insurance Co
W Des Moines, Iowa
14%
Modern Woodmen of America
W Des Moines, Iowa
9%
Metlife Insurance Company of Connecticut
Boston, Massachusetts
9%
Nationwide Life Insurance Company PMLIC-VLI
Columbus, Ohio
9%
National Life of Vermont-Investor Select
Montpelier, Vermont
9%
Principal Life Insurance Company
Des Moines, Iowa
7%
Class II
Principal Life Insurance Co Cust
FBO Principal Individual Executive Variable Universal Life
Des Moines, Iowa
99%
American Century World Mutual funds, Inc.
   Emerging Markets
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
6%
Institutional Class
Trustees of American Century P/S & 401(k) Savings Plan & Trust
Kansas City, MO
56%
JP Morgan Chase Bank Trustee Fitch Inc 401K Plan and Trust
Kansas City, Missouri
19%
Wells Fargo Bank NA FBO Tree Top Inc FBO Ray E Dilschneider
Minneapolis, Minnesota
16%
JP Morgan Chase TR
American Century Executive Def Plan Trust
Kansas City, Missouri
7%
   Global Growth
Investor Class, A Class, B Class, C Class, R Class
American Century Serv Corp KPESP LQ Very Conservative
Global Growth Omnibus Account
Kansas City, Missouri
14%
18

Charles Schwab & Co Inc
San Francisco, California
7%
Institutional Class
DWS Trust Co TTEE Lonza US Savings Plan
Salem, New Hampshire
22%
JP Morgan Chase Bank Trustee
Cushman & Wakefield 401K Pay Conversion Plan
Kansas City, Missouri
22%
Charles Schwab & Co Inc
San Francisco, California
21%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
19%
JP Morgan Chase Bank Trustee Fitch Inc 401K Plan and Trust
Kansas City, Missouri
7%
National Financial Services Corp
New York, New York
7%
   International Discovery
Investor Class, A Class, B Class
Charles Schwab & Co Inc
San Francisco, California
13%
Nationwide Life Insurance Company (GPVA)
Columbus, Ohio
6%
Institutional Class
Trustees of American Century P/S & 401(k) Savings Plan & Trust
Kansas City, MO
29%
JP Morgan Chase TR
Ericsson Capital Accumulation and Savings Plan
Kansas City, Missouri
26%
SEI Private Trust Co C/O Pinnacle Trust ID 427 R/R
Oaks, Pennsylvania
6%
Aspirus Wausau Hospital Inc
Wausau, Wisconsin
6%
   International Growth
Investor Class, A Class, B Class, C Class, R Class
Charles Schwab & Co Inc
San Francisco, California
8%
Institutional Class
Charles Schwab & Co., Inc.
San Francisco, CA
44%
Trustees of American Century P/S & 401K Savings Plan & Trust
Kansas City, Missouri
16%
Chase Manhattan Bank Trustee
The Linde Savings & Investment Plan
New York, New York
14%
JPM Chase Manhattan Bank NA TTEE
Lorillard Inc Hourly Paid Employees PSP & Trust
New York, New York
7%
   International Opportunities
Investor Class, B Class
Charles Schwab & Co Inc
San Francisco, California
18%
Institutional Class
19

American Century Investment Management Inc
Kansas City, MO
100%(1)
   International Stock
Investor Class
None
   International Value
Investor Class, A Class, B Class, C Class, R Class
Pershing LLC
Jersey City, New Jersey
26%
Charles Schwab & Co Inc
San Francisco, California
13%
Nationwide Trust Company FSB
Columbus, Ohio
6%
Institutional Class
Trustees of American Center P/S & 401K Savings Plan & Trust
Kansas City, MO
86%
JP Morgan Chase TR
American Century Executive Def Plan Trust
Kansas City, Missouri
12%
   NT Emerging Markets
Institutional Class
American Century Services LLC
LIVESTRONGTM 2030 Portfolio NT Emerging Markets Omnibus
Kansas City, Missouri
32%(1)
American Century Services LLC
LIVESTRONGTM 2025 Portfolio NT Emerging Markets Omnibus
Kansas City, Missouri
25%(1)
American Century Serv Corp
LIVESTRONGTM 2035 Portfolio NT Emerging Markets Omnibus
Kansas City, Missouri
24%(1)
American Century Serv Corp
LIVESTRONGTM 2045 Portfolio NT Emerging Markets Omnibus
Kansas City, Missouri
18%(1)
   NT International Growth
Institutional Class
American Century Serv Corp
LIVESTRONGTM 2015 Portfolio NT International Growth Omnibus
Kansas City, Missouri
37%(1)
American Century Services LLC
LIVESTRONGTM 2025 Portfolio NT International Growth Omnibus
Kansas City, Missouri
27%(1)
American Century Serv Corp
LIVESTRONGTM 2035 Portfolio NT International Growth Omnibus
Kansas City, Missouri
20%(1)
American Century Serv Corp
LIVESTRONGTM 2045 Portfolio NT International Growth Omnibus
Kansas City, Missouri
11%(1)
American Century Serv Corp
LIVESTRONGTM Income Portfolio
NT International Growth Omnibus
Kansas City, Missouri
6%(1)
20

 SIGNIFICANT SHAREHOLDERS – Proposal 3
Shareholder
Percentage of
Outstanding
Shares Owned
of Record
American Century Capital Portfolios, Inc.
   Equity Index
Investor Class, Institutional Class
JPMorgan Chase & Co TTEE Perot Systems Corp
Retirement Savings Plan
Kansas City, Missouri
28%
JPMorgan Chase Bank TR Newell Rubbbermaid
401K Savings Plan and Trust
Kansas City, Missouri
9%

SIGNIFICANT SHAREHOLDERS – Proposal 4
Shareholder
Percentage of
Outstanding
Shares Owned
of Record
American Century World Mutual Funds, Inc.
   International Value
Investor Class, Institutional Class, A Class, B Class, C Class, R Class
Pershing LLCAC Retirement Date Trust
Jersey City, New JerseyWoburn, Massachusetts
24%
Charles Schwab & Co., Inc.
San Francisco, California
12%
Nationwide Trust Compy
Columbus, Ohio
6%19%

SIGNIFICANT SHAREHOLDERS – Proposal 5
Shareholder
Percentage of
Outstanding
Shares Owned
of Record
American Century Capital Portfolios, Inc.
Charles Schwab & Co., Inc.
San Francisco, California
12%
National Financial Services Corp
for Exclusive Benefit of Customers
New York, New York
7%
FIIOC FBO Syntex Management
Covington, Kentucky
5%
American Century Mutual Funds, Inc.
Charles Schwab & Co., Inc.
San Francisco, California
9%
American Century World Mutual Funds, Inc.
Charles Schwab & Co., Inc.
San Francisco, California
9%

21
Form of Proxy CardD-2





















































CL-BKT-97807



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