EXHIBIT 1(mm)
AMERICAN CENTURY MUTUAL FUNDS, INC.
ARTICLES SUPPLEMENTARY
AMERICAN CENTURY MUTUAL FUNDS, INC., a Maryland corporation whose principal Maryland office is located in Baltimore, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end company under the Investment Company Act of 1940.
SECOND: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has increased in some cases and decreased in some cases the number of shares of capital stock of certain series that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law (the “Reallocation”).
THIRD: Immediately prior to the Reallocation the Corporation had the authority to issue Eleven Billion One Hundred Million (11,100,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Eleven Billion One Hundred Million (11,100,000,000) shares of capital stock.
FOURTH: The par value of shares of the Corporation's capital stock before the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.
FIFTH: Immediately prior to the Reallocation, the aggregate par value of all shares of stock that the Corporation was authorized to issue was One Hundred Eleven Million Dollars ($111,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is One Hundred Eleven Million Dollars ($111,000,000).
SIXTH: Immediately prior to the Reallocation, the eighteen (18) Series of stock of the Corporation and the number of shares and aggregate par value of each was as follows:
Series | No. of Shares | Aggregate Par Value |
Growth Fund | 1,310,000,000 | $13,100,000 |
Select Fund | 515,000,000 | 5,150,000 |
Ultra Fund | 3,950,000,000 | 39,500,000 |
Vista Fund | 1,200,000,000 | 12,000,000 |
Heritage Fund | 640,000,000 | 6,400,000 |
Giftrust Fund | 200,000,000 | 2,000,000 |
Balanced Fund | 265,000,000 | 2,650,000 |
New Opportunities Fund | 300,000,000 | 3,000,000 |
Capital Value Fund | 265,000,000 | 2,650,000 |
Veedot Fund | 300,000,000 | 3,000,000 |
Capital Growth Fund | 710,000,000 | 7,100,000 |
New Opportunities II Fund | 375,000,000 | 3,750,000 |
Fundamental Equity Fund | 460,000,000 | 4,600,000 |
Focused Growth Fund | 100,000,000 | 1,000,000 |
Small Cap Growth Fund | 155,000,000 | 1,550,000 |
Mid Cap Growth Fund | 155,000,000 | 1,550,000 |
NT Growth Fund | 100,000,000 | 1,000,000 |
NT Vista Fund | 100,000,000 | 1,000,000 |
The par value of each share of stock in each Series is One Cent ($0.01) per share.
SEVENTH: Immediately prior to the Reallocation, the number of shares and aggregate par value of each allocated among the Classes of shares is as follows:
Series Name | Class Name | No. of Shares | Aggregate Par Value | |
Growth Fund | Investor | 800,000,000 | $8,000,000 | |
Institutional | 150,000,000 | 1,500,000 | ||
Advisor | 310,000,000 | 3,100,000 | ||
R | 50,000,000 | 500,000 | ||
Select Fund | Investor | 300,000,000 | 3,000,000 | |
Institutional | 40,000,000 | 400,000 | ||
A | 75,000,000 | 750,000 | ||
B | 25,000,000 | 250,000 | ||
C | 25,000,000 | 250,000 | ||
R | 50,000,000 | 500,000 | ||
Ultra Fund | Investor | 3,500,000,000 | 35,000,000 | |
Institutional | 200,000,000 | 2,000,000 | ||
A | 100,000,000 | 1,000,000 | ||
R | 50,000,000 | 500,000 | ||
C | 50,000,000 | 500,000 | ||
B | 50,000,000 | 500,000 | ||
Vista Fund | Investor | 800,000,000 | 8,000,000 | |
Institutional | 80,000,000 | 800,000 | ||
Advisor | 310,000,000 | 3,100,000 | ||
R | 10,000,000 | 100,000 | ||
Heritage Fund | Investor | 400,000,000 | 4,000,000 | |
Institutional | 40,000,000 | 400,000 | ||
A | 100,000,000 | 1,000,000 | ||
C | 35,000,000 | 350,000 | ||
B | 35,000,000 | 350,000 | ||
R | 30,000,000 | 300,000 | ||
Giftrust Fund | Investor | 200,000,000 | 2,000,000 | |
Balanced Fund | Investor | 250,000,000 | 2,500,000 | |
Institutional | 15,000,000 | 150,000 | ||
New Opportunities Fund | Investor | 300,000,000 | 3,000,000 | |
Capital Value Fund | Investor | 200,000,000 | 2,000,000 | |
Institutional | 15,000,000 | 150,000 | ||
Advisor | 50,000,000 | 500,000 |
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Series Name | Class Name | No. of Shares | Aggregate Par Value |
Veedot Fund | Investor | 200,000,000 | 2,000,000 |
Institutional | 100,000,000 | 1,000,000 | |
New Opportunities II Fund | Investor | 165,000,000 | 1,650,000 |
Institutional | 50,000,000 | 500,000 | |
A | 100,000,000 | 1,000,000 | |
B | 20,000,000 | 200,000 | |
C | 20,000,000 | 200,000 | |
R | 20,000,000 | 200,000 | |
Capital Growth Fund | Investor | 300,000,000 | 3,000,000 |
Institutional | 50,000,000 | 500,000 | |
R | 60,000,000 | 600,000 | |
A | 100,000,000 | 1,000,000 | |
B | 100,000,000 | 1,000,000 | |
C | 100,000,000 | 1,000,000 | |
Fundamental Equity Fund | Investor | 200,000,000 | 2,000,000 |
Institutional | 50,000,000 | 500,000 | |
R | 60,000,000 | 600,000 | |
A | 50,000,000 | 500,000 | |
B | 50,000,000 | 500,000 | |
C | 50,000,000 | 500,000 | |
Focused Growth Fund | Investor | 50,000,000 | 500,000 |
Institutional | 10,000,000 | 100,000 | |
A | 10,000,000 | 100,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
Small Cap Growth Fund | Investor | 55,000,000 | 550,000 |
Institutional | 50,000,000 | 500,000 | |
A | 20,000,000 | 200,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
Mid Cap Growth Fund | Investor | 55,000,000 | 550,000 |
Institutional | 50,000,000 | 500,000 | |
A | 20,000,000 | 200,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
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Series Name | Class Name | No. of Shares | Aggregate Par Value |
NT Growth Fund | Institutional | 100,000,000 | 1,000,000 |
NT Vista Fund | Institutional | 100,000,000 | 1,000,000 |
EIGHTH: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has allocated Eleven Billion One Hundred Million (11,100,000,000) shares of the Eleven Billion One Hundred Million (11,100,000,000) shares of authorized capital stock of the Corporation among the eighteen (18) Series of stock of the Corporation as follows:
Series | No. of Shares | Aggregate Par Value |
Growth Fund | 1,310,000,000 | $13,100,000 |
Select Fund | 515,000,000 | 5,150,000 |
Ultra Fund | 3,950,000,000 | 39,500,000 |
Vista Fund | 1,200,000,000 | 12,000,000 |
Heritage Fund | 640,000,000 | 6,400,000 |
Giftrust Fund | 200,000,000 | 2,000,000 |
Balanced Fund | 265,000,000 | 2,650,000 |
New Opportunities Fund | 300,000,000 | 3,000,000 |
Capital Value Fund | 265,000,000 | 2,650,000 |
Veedot Fund | 300,000,000 | 3,000,000 |
Capital Growth Fund | 710,000,000 | 7,100,000 |
New Opportunities II Fund | 375,000,000 | 3,750,000 |
Fundamental Equity Fund | 460,000,000 | 4,600,000 |
Focused Growth Fund | 100,000,000 | 1,000,000 |
Small Cap Growth Fund | 155,000,000 | 1,550,000 |
Mid Cap Growth Fund | 155,000,000 | 1,550,000 |
NT Growth Fund | 100,000,000 | 1,000,000 |
NT Vista Fund | 100,000,000 | 1,000,000 |
NINTH: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation, the Board of Directors of the Corporation (a) has duly established classes of shares (each hereinafter referred to as a “Class”) for the Series of the capital stock of the Corporation and (b) has allocated the shares designated to the Series in Article EIGHTH above among the Classes of shares. As a result of the action taken by the Board of Directors, the Classes of shares of the eighteen (18) Series of stock of the Corporation and the number of shares and aggregate par value of each is as follows:
Series Name | Class Name | No. of Shares | Aggregate Par Value |
Growth Fund | Investor | 800,000,000 | $8,000,000 |
Institutional | 150,000,000 | 1,500,000 | |
Advisor | 310,000,000 | 3,100,000 | |
R | 50,000,000 | 500,000 |
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Series Name | Class Name | No. of Shares | Aggregate Par Value | ||
Select Fund | Investor | 300,000,000 | 3,000,000 | ||
Institutional | 40,000,000 | 400,000 | |||
A | 75,000,000 | 750,000 | |||
B | 25,000,000 | 250,000 | |||
C | 25,000,000 | 250,000 | |||
R | 50,000,000 | 500,000 | |||
Ultra Fund | Investor | 3,500,000,000 | 35,000,000 | ||
Institutional | 200,000,000 | 2,000,000 | |||
A | 100,000,000 | 1,000,000 | |||
R | 50,000,000 | 500,000 | |||
C | 50,000,000 | 500,000 | |||
B | 50,000,000 | 500,000 | |||
Vista Fund | Investor | 800,000,000 | 8,000,000 | ||
Institutional | 80,000,000 | 800,000 | |||
Advisor | 310,000,000 | 3,100,000 | |||
R | 10,000,000 | 100,000 | |||
Heritage Fund | Investor | 400,000,000 | 4,000,000 | ||
Institutional | 40,000,000 | 400,000 | |||
A | 100,000,000 | 1,000,000 | |||
C | 35,000,000 | 350,000 | |||
B | 35,000,000 | 350,000 | |||
R | 30,000,000 | 300,000 | |||
Giftrust Fund | Investor | 200,000,000 | 2,000,000 | ||
Balanced Fund | Investor | 250,000,000 | 2,500,000 | ||
Institutional | 15,000,000 | 150,000 | |||
New Opportunities Fund | Investor | 300,000,000 | 3,000,000 | ||
Capital Value Fund | Investor | 200,000,000 | 2,000,000 | ||
Institutional | 15,000,000 | 150,000 | |||
Advisor | 50,000,000 | 500,000 | |||
Veedot Fund | Investor | 200,000,000 | 2,000,000 | ||
Institutional | 100,000,000 | 1,000,000 | |||
New Opportunities II Fund | Investor | 165,000,000 | 1,650,000 | ||
Institutional | 50,000,000 | 500,000 | |||
A | 100,000,000 | 1,000,000 | |||
B | 20,000,000 | 200,000 | |||
C | 20,000,000 | 200,000 | |||
R | 20,000,000 | 200,000 | |||
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Series Name | Class Name | No. of Shares | Aggregate Par Value |
Capital Growth Fund | Investor | 300,000,000 | 3,000,000 |
Institutional | 50,000,000 | 500,000 | |
R | 60,000,000 | 600,000 | |
A | 100,000,000 | 1,000,000 | |
B | 100,000,000 | 1,000,000 | |
C | 100,000,000 | 1,000,000 | |
Fundamental Equity Fund | Investor | 200,000,000 | 2,000,000 |
Institutional | 25,000,000 | 250,000 | |
R | 10,000,000 | 100,000 | |
A | 150,000,000 | 1,500,000 | |
B | 25,000,000 | 250,000 | |
C | 50,000,000 | 500,000 | |
Focused Growth Fund | Investor | 50,000,000 | 500,000 |
Institutional | 10,000,000 | 100,000 | |
A | 10,000,000 | 100,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
Small Cap Growth Fund | Investor | 55,000,000 | 550,000 |
Institutional | 50,000,000 | 500,000 | |
A | 20,000,000 | 200,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
Mid Cap Growth Fund | Investor | 55,000,000 | 550,000 |
Institutional | 50,000,000 | 500,000 | |
A | 20,000,000 | 200,000 | |
B | 10,000,000 | 100,000 | |
C | 10,000,000 | 100,000 | |
R | 10,000,000 | 100,000 | |
NT Growth Fund | Institutional | 100,000,000 | 1,000,000 |
NT Vista Fund | Institutional | 100,000,000 | 1,000,000 |
TENTH: Except as otherwise provided by the express provisions of these Articles Supplementary, nothing herein shall limit, by inference or otherwise, the discretionary right of the Board of Directors to serialize, classify or reclassify and issue any unissued shares of any Series or Class or any unissued shares that have not been allocated to a Series or Class, and to fix or alter all terms thereof, to the full extent provided by the Articles of Incorporation of the Corporation.
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ELEVENTH: A description of the series and classes of shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption is set forth in the Articles of Incorporation of the Corporation and is not changed by these Articles Supplementary, except with respect to the creation and/or designation of the various Series.
TWELFTH: The Board of Directors of the Corporation duly adopted resolutions dividing into Series and Classes the authorized capital stock of the Corporation and allocating shares to each as set forth in these Articles Supplementary.
IN WITNESS WHEREOF, AMERICAN CENTURY MUTUAL FUNDS, INC. has caused these Articles Supplementary to be signed and acknowledged in its name and on its behalf by its Senior Vice President and attested to by its Assistant Secretary on this 5th day of June, 2008.
ATTEST: | AMERICAN CENTURY MUTUAL FUNDS, INC. |
/s/ Otis H. Cowan | /s/ Charles A. Etherington |
Name: Otis H. Cowan | Name: Charles A. Etherington |
Title: Assistant Secretary | Title: Senior Vice President |
THE UNDERSIGNED Senior Vice President of AMERICAN CENTURY MUTUAL FUNDS, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, the foregoing Articles Supplementary to the Charter to be the corporate act of said Corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects under the penalties of perjury.
June 5, 2008 | /s/ Charles A. Etherington |
Charles A. Etherington, Senior Vice President | |
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