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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| ¨ | Preliminary Proxy Statement |
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| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Materials Pursuant to §240.14a-12 |
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
August 22, 2017
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.
Understand and Vote Your Proxy
Dear Shareholder,
We are asking you to vote on a proposal to elect four Directors to the funds’ Boards of Directors. The Boards of Directors, including all of the Independent Directors, unanimously approved and recommend that you vote FOR the proposal.
The Q&A and proxy materials on the following pages describe the proposal in more detail. Our proxy solicitor, Broadridge Financial Solutions, Inc., 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 vote by one of the following methods:
 |  |  |
| 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 proxy questions or need assistance in casting your vote, please contact Broadridge Financial Solutions, Inc. at 1-833-501-4830. Thank you for investing with American Century Investments®.
Sincerely,
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, you will find a brief overview of the proposal 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.
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 four nominated Directors (each a “Nominee” and collectively the “Nominees”) to the Board of Directors of each Issuer. |
| Q. | When will the special meeting be held? Who can vote? |
| A. | The special meeting (the “Meeting”) will be held on October 18, 2017, at 10:00 a.m. Central time at American Century Investments’ office at 4500 Main Street, Kansas City, Missouri, 64111. Please note, the Meeting is being held solely for the purpose of voting for the election of directors. No presentations about the Issuers’ funds (each a “Fund” and collectively the “Funds”) are planned. If you owned shares of one of the Funds at the close of business on July 28, 2017, you are entitled to vote, even if you later sold the shares. Each shareholder is entitled to one vote per dollar of shares owned, with fractional dollars voting proportionally. |
| Q. | Why am I being asked to elect the Nominees to the Boards? |
| A. | Under the Investment Company Act of 1940, the Boards of Directors (the “Boards”) are allowed to appoint new Board members to fill vacancies so long as immediately after such appointment, at least two-thirds of the directors have been elected by shareholders. Five of the eight current Directors of each Issuer have been elected by shareholders. The three Directors that have not been elected by shareholders were previously appointed by the Boards. Due to director retirements, fewer than two-thirds of the current Directors have been elected by shareholders; accordingly, the Boards are unable to fill additional vacancies without a shareholder vote. |
| Q. | Who are the Nominees for election to the Boards of Directors? |
| A. | The Boards of Directors have nominated Thomas W. Bunn, Barry Fink, Jan M. Lewis, and Stephen E. Yates for election by shareholders at the Meeting. You are being asked to elect Mr. Bunn to fill a vacant position on each Issuer’s Board of Directors. Mr. Bunn currently serves as an advisory member to the Boards. You are also being asked to elect Mr. Fink, Ms. Lewis, and Mr. Yates, all of whom currently serve on the Boards but have not previously been elected by shareholders. If the four nominated Directors are elected, the Boards will have increased flexibility to appoint additional Board members in the future. |
| Q. | How do the Boards recommend that I vote? |
| A. | The Boards, including all of the Independent Directors, unanimously recommend you vote FOR the proposal. For a discussion of the factors the Boards considered in approving the proposal, see the accompanying materials. |
| Q. | My holdings in the Funds are small, why should I vote? |
| A. | Your vote makes a difference. If many shareholders do not vote their proxies, an Issuer may not receive enough votes to go forward with its special meeting. This means additional costs will be incurred to solicit votes to determine the outcome of the proposal. |
| Q. | Why are multiple proxy cards enclosed? |
| A. | You will receive a proxy card for each of the Funds in which you are a shareholder. In addition, if you own shares of the same Fund in multiple accounts that are titled differently, you will receive a proxy card for each account. |
| Q. | How do I cast my vote? |
| A. | You may vote online, by phone, by mail or in person at the special meeting. To vote online, access the Web site listed on a proxy card. To vote by telephone, call the toll-free number listed on a proxy card. To vote online or by telephone, you will need the number that appears on the right-hand side on each of your proxy cards. To vote by mail, complete, sign and send us the enclosed proxy card(s) in the enclosed postage-paid envelope. You also may vote in person at the special meeting on October 18, 2017. If you need more information or have any questions on how to cast your vote, call our proxy solicitor, Broadridge Financial Solutions, Inc., at 1-833-501-4830. |
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 Growth Funds, Inc.
American Century Mutual Funds, Inc.
American Century Strategic Asset Allocations, Inc.
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
4500 Main Street
Kansas City, Missouri 64111
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 18, 2017
A special meeting (the “Meeting”) of the shareholders of the above-listed issuers (each an “Issuer” and together the “Issuers”) will be held at 10:00 a.m. Central time on October 18, 2017 at 4500 Main Street, Kansas City, Missouri 64111 to consider the following proposal (the “Proposal”):
| 1. | To elect four Directors to the Board of Directors of each Issuer. |
Shareholders of record as of the close of business on July 28, 2017 are entitled to vote at the Meeting and any adjournments or postponements thereof. Shareholders of each Issuer will vote separately on the 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 the 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 the Proposal without further notice other than by announcement at the Meeting. However, if the Meeting is adjourned for more than 90 days, then the funds are required to send a new shareholder meeting notice to shareholders. Any adjournment of the Meeting for the further solicitation of proxies for the Proposal will require the affirmative vote of a majority of the total number of shares of the relevant 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. Unless revoked, proxies that have been properly executed and returned by shareholders without instructions will be voted in favor of the Proposal.
By Order of the Boards of Directors of the Issuers,
Ward D. Stauffer
Secretary
August 22, 2017
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.
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 10:00 a.m. Central time on October 18, 2017 at American Century Investments’ office at 4500 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 28, 2017 (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 July 28, 2017 (the “Record Date”) beginning on or about August 22, 2017. Please read this Proxy Statement and keep it for future reference. Each Fund has previously sent its annual report and semiannual report to its shareholders. A copy of a Fund’s most recent annual report and semiannual report may be obtained without charge by writing to the Fund 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., at 1-833-501-4830.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on October 18, 2017: This Proxy Statement is available on the Internet at the website listed on your proxy card(s). 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. The Proxy Statement is also available at www.americancentury.com/fund-proxy.
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Table of Contents
| SUMMARY OF THE PROPOSAL AND FUNDS VOTING | 3 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | 4 | |
| Overview and Related Information | 4 | |
| Information Regarding the Directors and Nominees | 5 | |
| Qualifications of Directors | 8 | |
| Responsibilities of the Boards | 9 | |
| Board Leadership Structure and Standing Board Committees | 10 | |
| Risk Oversight by the Boards | 12 | |
| Board Compensation | 13 | |
| Beneficial Ownership of Affiliates by Independent Directors and Nominees | 16 | |
| Officers | 17 | |
| Share Ownership | 18 | |
| Independent Registered Public Accounting Firm | 18 | |
| Vote Required for Approval of Proposal 1 | 20 | |
| OTHER INFORMATION | 20 | |
| Meetings of Shareholders | 20 | |
| Date, Time and Place of the Meeting | 21 | |
| Use and Revocation of Proxies | 21 | |
| Voting Rights and Required Votes | 22 | |
| Outstanding Shares and Significant Shareholders | 22 | |
| Service Providers | 23 | |
| Proxy Statement Delivery | 23 | |
| Where to Find Additional Information | 23 | |
| Shareholder Proposals, Discretion of Attorneys Named in the Proxy and Other Matters | 24 | |
| Exhibit A | A-1 | |
| Exhibit B | B-1 | |
| Exhibit C | C-1 | |
| Exhibit D | D-1 | |
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SUMMARY OF THE PROPOSAL AND FUNDS VOTING
The purpose of the Meeting is to consider a proposal to elect four Directors to the Board of Directors of each Issuer (the “Proposal”). The following table describes the shareholders that are entitled to vote on the Proposal:
| Issuers Solicited | Funds Solicited | Classes Solicited |
| American Century Asset Allocation Portfolios, Inc. | All Funds | All Classes |
| American Century Capital Portfolios, Inc. | All Funds | All Classes |
| American Century Growth Funds, Inc. | All Funds | All Classes |
| American Century Mutual Funds, Inc. | All Funds | All Classes |
| American Century Strategic Asset Allocations, Inc. | All Funds | All Classes |
| American Century Variable Portfolios, Inc. | All Funds | All Classes |
| American Century World Mutual Funds, Inc. | All Funds | All Classes |
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 the Proposal.
Applicable Only to American Century Variable Portfolios, Inc.:
Shares of VP Balanced, VP Capital Appreciation, VP Growth, VP Income & Growth, VP International, VP Large Company Value, VP Mid Cap Value, VP Ultra, and VP Value, each 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, insurance company separate accounts, as shareholders of a Fund, will request voting instructions from the owners of variable life insurance policies and variable annuity contacts (“Variable Contract Owners”) of the separate accounts, and will vote the accounts’ shares in the Fund in accordance with the voting instructions received. Each separate account is required to vote its shares of a Fund in accordance with instructions received from Variable Contract Owners. Each separate account will vote shares of a Fund held in each of its respective variable accounts for which no voting instructions have been received in the same proportion as the separate account votes shares held by variable accounts for which it has received instructions. Shares held by an insurance company in its general account, if any, must be voted in the same proportions as the votes cast with respect to shares held in all of the insurance company’s variable accounts in the aggregate.
Such proportional voting may result in a relatively small number of Variable Contract Owners determining the outcome of the Proposal.
The Boards recommend that you vote “FOR” the Proposal.
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PROPOSAL 1:
ELECTION OF DIRECTORS
Overview and Related Information
Under the Investment Company Act of 1940 (the “1940 Act”), the Boards 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 directors have been elected by shareholders. Currently, five of the Boards’ eight Directors have been elected by shareholders: Jonathan S. Thomas, Andrea C. Hall, James A. Olson, M. Jeannine Strandjord, and John R. Whitten. The other three Directors, Barry Fink, Jan M. Lewis, and Stephen E. Yates, were previously appointed by the Boards but have not been elected by shareholders. Due to Director retirements, fewer than two-thirds of the current Directors have been elected by shareholders; accordingly, the Boards are unable to fill additional vacancies without a shareholder vote.
Following the resignation of a director in December 2015, the Directors who are not “interested persons” as that term is defined in the 1940 Act (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 the vacancy on the Boards. The Independent Directors ultimately recommended a nominee, Thomas W. Bunn, whose experience and qualifications met the needs of the Boards. Therefore, the Boards determined that it was in the best interests of shareholders to nominate Mr. Bunn for election by shareholders at the Meeting to fill the vacant position. Mr. Bunn has served as an advisory member to the Boards since January 1, 2017.
The Boards also determined that it was in the best interests of shareholders to nominate Mr. Fink, Ms. Lewis, and Mr. Yates for election by shareholders at the Meeting. Ms. Lewis was appointed as a Director in January 2011, and Mr. Yates and Mr. Fink were appointed as Directors in March 2012; however, they have not been elected by shareholders. Hereafter Mr. Bunn, Mr. Fink, Ms. Lewis, and Mr. Yates will be referred to individually as a “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.
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It is proposed that the shareholders of each Issuer approve the Nominees. If approved by the shareholders, each Nominee will serve until his or her death, retirement, resignation or removal from office. Independent Directors are required to retire by December 31 of the year in which they reach their 75th birthday.
Each Nominee has consented to serve as a director, if elected. In case a 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 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 mailing address for each Director is 4500 Main Street, Kansas City, Missouri 64111.
Nominees
Thomas W. Bunn
Year of Birth: 1953
Positions with the Issuers: Advisory Board Director
Length of Time Served: Since 2017
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 81
Other Directorships Held by Director During Past 5 Years: SquareTwo Financial; Barings (formerly Babson Capital Funds Trust) (2013 to 2016)
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); 23 years of experience in investment, commercial and corporate banking managing directorship roles with Bank of America
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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; Executive Vice President, ACC (2007 to 2013); President, American Century Services, LLC (“ACS”) (2007 to 2013); Chief Operating Officer, ACC (2007 to 2012)
Number of Funds in Fund Complex Overseen by Director: 81
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 during a 20-year career with Morgan Stanley Investment Management; formerly asset management and securities law attorney at Seward & Kissel; serves on the Executive Committee of the Board of Directors of ICI Mutual Insurance Company
Jan M. Lewis
Year of Birth: 1957
Positions with the Issuers: Director
Length of Time Served: Since 2011
Principal Occupation During the Past Five Years: Retired; President and Chief Executive Officer, Catholic Charities of Northeast Kansas (human services organization) (2006 to 2013)
Number of Funds in Fund Complex Overseen by Director: 81
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, BUCON, Inc. (full-service design-build construction company); 20 years of experience with Butler Manufacturing Company (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: 81
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)
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Elected Independent Directors
Andrea C. Hall
Year of Birth: 1945
Positions with the Issuers: Director
Length of Time Served: Since 1997
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 81
Other Directorships Held by Director During Past 5 Years: None
Education/Other Professional Experience: BS in Biology, Florida State University; PhD in Biology, Georgetown University; formerly, advisor to the President, Senior Vice President and Director of Research Operations, Midwest Research Institute
James A. Olson
Year of Birth: 1942
Positions with the Issuers: Director and Chairman of the Board
Length of Time Served: Since 2007 (Chairman since 2014)
Principal Occupation During the Past Five Years: Member, Plaza Belmont LLC (private equity fund manager) (1999 to present)
Number of Funds in Fund Complex Overseen by Director: 81
Other Directorships Held by Director During Past 5 Years: Saia, Inc. (2002 to 2012) and EPR Properties (2003 to 2013)
Education/Other Professional Experience: BS in Business Administration and MBA, St. Louis University; CPA; formerly, Chief Financial Officer, Plaza Belmont LLC; 21 years of experience as a partner in the accounting firm of Ernst & Young LLP
M. Jeannine Strandjord
Year of Birth: 1945
Positions with the Issuers: Director
Length of Time Served: Since 1994
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 81
Other Directorships Held by Director During Past 5 Years: Euronet Worldwide Inc.; MGP Ingredients, Inc.; and DST Systems, Inc. (1996 to 2012)
Education/Other Professional Experience: BS in Business Administration and Accounting, University of Kansas; CPA; formerly, Senior Vice President, Transformation, Senior Vice President of Financial Services, Treasurer and Chief Financial Officer, Global Markets Group, Sprint Corporation; formerly, with the accounting firm of Ernst & Whinney; formerly, Director, Charming Shoppes, Inc.
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John R. Whitten
Year of Birth: 1946
Positions with the Issuers: Director
Length of Time Served: Since 2008
Principal Occupation During the Past Five Years: Retired
Number of Funds in Fund Complex Overseen by Director: 81
Other Directorships Held by Director During Past 5 Years: Rudolph
Technologies, Inc.
Education/Other Professional 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
Positions 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). Also serves as: Chief Executive Officer, ACS; Executive Vice President, American Century Investment Management, Inc. (“ACIM”); Director, ACC, ACIM and other ACC subsidiaries
Number of Funds in Fund Complex Overseen by Director: 128
Other Directorships Held by Director During Past 5 Years: BioMed Valley Discoveries, Inc.
Education/Other Professional Experience: BA in Economics, University of Massachusetts; MBA, Boston College; formerly held senior leadership roles with Fidelity Investments, Boston Financial Services, Bank of America and Morgan Stanley; serves on the Board of Governors of the Investment Company Institute
Qualifications of Directors
Generally, no one factor was decisive in the selection of the Directors to the Boards, nor in the nomination of the Nominees. Qualifications considered by the Boards to be important to the selection and retention of directors 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, the individual’s ability to evaluate fund service providers, the individual’s ability to exercise good business judgment on behalf of fund shareholders, the
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individual’s prior service on the Boards and the 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 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 Advisor’s management and operations of the Funds pursuant to the management agreements. Directors also have significant responsibilities under the federal securities laws. Among other things, they:
| Ÿ | oversee the performance of the Funds; |
| Ÿ | oversee the quality of the advisory and shareholder services provided by the Advisor and other service providers to the Funds; |
| Ÿ | review annually the fees paid to the Advisor for its services; |
| Ÿ | monitor potential conflicts of interest between the Funds and their affiliates, including the Advisor; |
| Ÿ | oversee custody of assets and the valuation of securities; and |
| Ÿ | oversee the Funds’ compliance program. |
In performing their duties, Board members receive detailed information about the Funds, the Advisor and other service providers to the Funds regularly throughout the year, and meet at least quarterly with management of the Advisor to review reports about Fund operations. The Directors’ role is to provide 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 Funds and may amend and repeal them to the extent that such bylaws do not reserve that right to the 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 Directors who may exercise the powers and authority of the Boards as determined by the Directors. They may, in general, delegate such authority as they consider desirable to any officer of the Funds, to any Board committee and to any agent or employee of the Funds or to any custodian, transfer agent, investor servicing agent, principal underwriter or other service provider for a Fund.
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The Boards met six times in 2016. 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. 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.
To communicate with the Boards, or a member of the Boards, a shareholder may 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 Services Committee, or if applicable, the individual Director(s) and/or committee chair named in the correspondence. However, if a shareholder communication is addressed exclusively to the Funds’ Independent Directors, the Corporate Secretary will forward the communication to the Compliance and Shareholder Services Committee chair, who will determine the appropriate action.
Board Leadership Structure and Standing Board Committees
James A. Olson currently serves as the independent Chairman of the Boards and has served in such capacity since 2014. All of the Boards’ members except Jonathan S. Thomas 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 Boards and meet 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. 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 and with the Board committees (with the exception of the Executive Committee) comprised only of Independent Directors, is appropriate and allows for independent oversight of the Funds.
Each Board has an Audit Committee that approves the Funds’ (or Issuer’s) engagement of the independent registered public accounting firm and recommends approval of such engagement to the Independent Directors. The committee also oversees the activities of the accounting firm, receives regular reports regarding fund accounting, oversees securities valuation (approving the Funds’ valuation policy and receiving reports regarding instances of fair valuation thereunder) and receives regular reports from the Advisor’s internal audit department. The committee currently consists of John R. Whitten
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(chair), Andrea C. Hall, Jan M. Lewis and James A. Olson. It met four times in 2016.
Each Board has a Governance Committee that is responsible for reviewing board procedures and committee structures. The committee also considers and recommends individuals for nomination as directors, and may recommend the creation of new committees. The names of potential director candidates may be drawn from a number of sources, including members of the Board, management and shareholders. Shareholders may submit director nominations at any time to the Corporate Secretary, American Century funds, P.O. Box 418210, Kansas City, MO 64141-9210. When submitting nominations, shareholders should include the name, age and address of the candidate, as well as a detailed resume of the candidate’s qualifications and a signed statement from the candidate of his/her willingness to serve on the 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 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 and any appropriate background checks, the committee will decide whether to recommend a candidate’s nomination to the 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 Board. A copy of the Governance Committee charter is attached as Exhibit A. The committee currently consists of M. Jeannine Strandjord (chair), Barry Fink, Andrea C. Hall, Jan M. Lewis, James A. Olson, John R. Whitten and Stephen E. Yates. It met three times in 2016.
Each Board also has a Compliance and Shareholder Services 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 Advisor, and monitors implementation of the Funds’ Code of Ethics. The committee currently consists of Barry Fink
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(chair), M. Jeannine Strandjord and Stephen E. Yates. It met four times in 2016.
Each Board has a Fund Performance Review Committee that meets quarterly to review the investment activities and strategies used to manage Fund assets and monitor investment performance. The committee regularly receives reports from the 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 Fund trading activities and monitors derivative usage. The committee does not review individual security selections. The committee currently consists of Jan M. Lewis (chair), Barry Fink, Andrea C. Hall, James A. Olson, M. Jeannine Strandjord, John R. Whitten and Stephen E. Yates. The committee met four times in 2016.
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 James A. Olson (chair), Andrea C. Hall and Jonathan S. Thomas. The committee did not meet in 2016.
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 Advisor to review reports and receive information regarding Fund 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 Advisor during and between meetings, analyzes, evaluates, and provides feedback on the Advisor’s risk management process. In addition, the Boards receive information regarding, and have discussions with senior management of the Advisor about, the Advisor’s enterprise risk management systems and strategies, including an annual review of the Advisor’s risk management practices. 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, 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.
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Board Compensation
Each Independent Director receives compensation for service as a member of the Boards. Under the terms of each management agreement with the 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 of Funds paid the Independent Directors the amounts shown in the following table. Note that the table reflects multiple overlapping periods due 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.
| Issuer | FYE of Issuer | Thomas A. Brown(1) | Thomas W. Bunn(2) | Barry Fink | Andrea C. Hall | Jan M. Lewis |
| American Century Asset Allocation Portfolios, Inc. | 7/31/2017 | N/A | $21,104 | $73,650 | $73,170 | $74,804 |
| American Century Growth Funds, Inc. | 7/31/2017 | N/A | $104 | $368 | $365 | $373 |
Total Compensation from American Century Family of Funds for FYE 7/31/2017(3) | N/A | $90,417 | $317,000 | $315,000 | $322,000 | |
American Century Capital Portfolios, Inc.(4) | 3/31/2017 | N/A | $12,303 | $96,675 | $98,475 | $99,427 |
Total Compensation from American Century Family of Funds for FYE 3/31/2017(5) | N/A | $38,750 | $313,000 | $319,000 | $322,000 | |
| American Century Variable Portfolios, Inc. | 12/31/2016 | N/A | N/A | $11,174 | $11,607 | $11,607 |
Total Compensation from American Century Family of Funds for FYE 12/31/2016(6) | N/A | N/A | $310,000 | $322,000 | $322,000 | |
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| Issuer | FYE of Issuer | Thomas A. Brown(1) | Thomas W. Bunn(2) | Barry Fink | Andrea C. Hall | Jan M. Lewis |
| American Century Strategic Asset Allocations, Inc. | 11/30/2016 | $1,318 | N/A | $11,057 | $11,762 | $11,762 |
| American Century World Mutual Funds, Inc. | 11/30/2016 | $2,329 | N/A | $20,281 | $21,555 | $21,555 |
Total Compensation from American Century Family of Funds for FYE 11/30/2016(7) | $35,250 | N/A | $315,792 | $335,417 | $335,417 | |
American Century Capital Portfolios, Inc.(4) | 10/31/2016 | $16,859 | N/A | $95,956 | $104,299 | $104,299 |
| American Century Mutual Funds, Inc. | 10/31/2016 | $19,304 | N/A | $96,763 | $105,808 | $105,808 |
Total Compensation from American Century Family of Funds for FYE 10/31/2016(8) | $56,500 | N/A | $303,583 | $330,833 | $318,833 | |
| Issuer | FYE of Issuer | James A. Olson | M. Jeannine Strandjord | John R. Whitten | Stephen E. Yates |
| American Century Asset Allocation Portfolios, Inc. | 7/31/2017 | $83,632 | $73,650 | $74,804 | $73,170 |
| American Century Growth Funds, Inc. | 7/31/2017 | $417 | $368 | $373 | $365 |
Total Compensation from American Century Family of Funds for FYE 7/31/2017(3) | $360,000 | $317,000 | $322,000 | $315,000 | |
American Century Capital Portfolios, Inc.(4) | 3/31/2017 | $111,161 | $96,674 | $99,427 | $98,475 |
Total Compensation from American Century Family of Funds for FYE 3/31/2017(5) | $360,000 | $313,000 | $322,000 | $319,000 | |
| American Century Variable Portfolios, Inc. | 12/31/2016 | $12,977 | $11,174 | $11,607 | $11,607 |
Total Compensation from American Century Family of Funds for FYE 12/31/2016(6) | $360,000 | $310,000 | $322,000 | $322,000 | |
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| Issuer | FYE of Issuer | James A. Olson | M. Jeannine Strandjord | John R. Whitten | Stephen E. Yates |
| American Century Strategic Asset Allocations, Inc. | 11/30/2016 | $13,091 | $11,342 | $11,762 | $11,687 |
| American Century World Mutual Funds, Inc. | 11/30/2016 | $23,994 | $20,785 | $21,555 | $21,423 |
Total Compensation from American Century Family of Funds for FYE 11/30/2016(7) | $373,417 | $323,417 | $335,417 | $333,417 | |
American Century Capital Portfolios, Inc.(4) | 10/31/2016 | $116,298 | $100,510 | $104,299 | $103,703 |
| American Century Mutual Funds, Inc. | 10/31/2016 | $117,940 | $101,977 | $105,808 | $105,126 |
Total Compensation from American Century Family of Funds for FYE 10/31/2016(8) | $368,833 | $318,833 | $330,833 | $328,833 | |
1 Mr. Brown retired from the Boards on December 31, 2015.
2 | Mr. Bunn joined the Boards as an advisory member on January 1, 2017. |
3 | Includes deferred compensation as follows: Mr. Bunn, $90,417; Mr. Olson, $360,000; Ms. Strandjord, $64,583; Mr. Whitten, $199,640; and Mr. Yates, $315,000. |
4 Reflects compensation paid to the Directors by all Funds of the Issuer, some of which have a different fiscal year end.
5 | Includes deferred compensation as follows: Mr. Bunn, $38,750; Mr. Olson, $360,000; Ms. Strandjord, $116,250; Mr. Whitten, $199,640; and Mr. Yates, $319,000. |
6 | Includes deferred compensation as follows: Mr. Olson, $360,000; Ms. Strandjord, $155,000; Mr. Whitten, $199,640; and Mr. Yates, $322,000. |
7 | Includes deferred compensation as follows: Mr. Olson, $349,417; Ms. Strandjord, $169,333; Mr. Whitten, $199,253; and Mr. Yates, $333,417. |
8 Includes deferred compensation as follows: Mr. Olson, $338,833; Ms. Strandjord, $174,667; Mr. Whitten, $198,867; and Mr. Yates, $328,833.
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. The amounts credited to each account then increase or decrease, as the case may be, in accordance with the performance of one or more American Century funds selected by the Director. The account balance continues to fluctuate in accordance with the performance of the selected fund or funds
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until final payment of all amounts credited to the account. Directors are allowed to change their designation of funds from time to time.
Generally, deferred fees are not payable to a Director until the distribution date elected by the Director in accordance with the terms of the plan. Such distribution date may be a date on or after the 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, all remaining deferred fee account balances are paid to the Director’s beneficiary or, if none, to the Director’s estate.
The plan is an unfunded plan and, accordingly, the Funds have no obligation to segregate assets to secure or fund the deferred fees. To date, the Funds have met all payment obligations under the plan. The rights of Directors to receive their deferred fee account balances are the same as the rights of a general unsecured creditor of the Funds. The plan may be terminated at any time by the administrative committee of the plan. If terminated, all deferred fee account balances will be paid in a lump sum.
Exhibit B to this Proxy Statement shows the dollar range the Directors and Nominees beneficially owned as of June 30, 2017 in the equity securities of any of the Funds, and, on an aggregate basis, equity securities of all of the Issuers.
Beneficial Ownership of Affiliates by Independent Directors and Nominees
No Independent Director, Nominee or immediate family members of any Independent Director or Nominee beneficially owned shares of the Advisor, the principal underwriter of the Funds or any other person directly or indirectly controlling, controlled by or under common control with the Advisor or the principal underwriter as of June 30, 2017.
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Officers
The following table presents certain information about the executive officers of the Issuers. Each officer serves as an officer for each of the 15 investment companies in the American Century Family of Funds. 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 (Year of Birth) | Offices with the Issuers | Principal Occupation(s) During the Past Five Years |
Jonathan S. Thomas (1963) | Director and President since 2007 | President and Chief Executive Officer, ACC (2007 to present). Also serves as Chief Executive Officer, ACS; Executive Vice President, ACIM; Director, ACC, ACIM and other ACC subsidiaries |
Amy D. Shelton (1964) | Chief Compliance Officer and Vice President since 2014 | Chief Compliance Officer, American Century funds (2014 to present); Chief Compliance Officer, ACIM (2014 to present); Chief Compliance Officer, ACIS (2009 to present); Vice President, Client Interactions and Marketing, ACIS (2013 to 2014); Director, Client Interactions and Marketing, ACIS (2007 to 2013). Also serves as Vice President, ACIS |
Charles A. Etherington (1957) | General Counsel since 2007 and Senior Vice President since 2006 | Attorney, ACC (1994 to present); Vice President, ACC (2005 to present); General Counsel, ACC (2007 to present); Also serves as General Counsel, ACIM, ACS, ACIS and other ACC subsidiaries and Senior Vice President, ACIM and ACS |
C. Jean Wade (1964) | Vice President, Treasurer and Chief Financial Officer since 2012 | Vice President, ACS (2000 to present) |
Robert J. Leach (1966) | Vice President since 2006 and Assistant Treasurer since 2012 | Vice President, ACS (2000 to present) |
David H. Reinmiller (1963) | Vice President since 2000 | Attorney, ACC (1994 to present); Associate General Counsel, ACC (2001 to present). Also serves as: Vice President, ACIM and ACS |
Ward D. Stauffer (1960) | Secretary since 2005 | Attorney, ACC (2003 to present) |
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Share Ownership
As of June 30, 2017, the Directors, Nominees and executive officers, as a group and, as applicable, individually, owned beneficially 3.02% of Small Cap Growth R6 Class (including 2.55% owned by Mr. Olson); 2.50% of Global Growth R6 Class (including 1.56% owned by Mr. Thomas); 1.81% of International Discovery I Class; 1.72% of Emerging Markets R6 Class; 1.54% of Select R6 Class (including 1.54% owned by Mr. Etherington); 1.29% of AC Alternatives Market Neutral Value Investor Class, and less than 1% of all other classes of the Funds’ outstanding shares. For more information about significant share ownership of the Funds, see “Other Information-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 public accountants of the Issuers for their most recent fiscal years. Representatives of Deloitte 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 Deloitte
The aggregate fees paid to Deloitte for professional services rendered by Deloitte 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:
| Issuer | Audit Fees (a) | Audit-Related Fees (b) | Tax Fees (c) | All Other Fees (d) |
| American Century Asset Allocation Portfolios, Inc. | ||||
| 7/31/2016 | $208,075 | $0 | $0 | $0 |
| 7/31/2015 | $195,129 | $0 | $0 | $0 |
| American Century Capital Portfolios, Inc. (3/31 FYE Funds) | ||||
| 3/31/2017 | $196,500 | $0 | $0 | $0 |
| 3/31/2016 | $182,190 | $0 | $0 | $0 |
| American Century Capital Portfolios, Inc. (10/31 FYE Funds) | ||||
| 10/31/2016 | $144,205 | $0 | $0 | $0 |
| 10/31/2015 | $96,912 | $0 | $0 | $0 |
| American Century Growth Funds, Inc. | ||||
| 7/31/2016 | $51,000 | $0 | $0 | $0 |
| 7/31/2015 | $50,271 | $0 | $0 | $0 |
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| Issuer | Audit Fees (a) | Audit-Related Fees (b) | Tax Fees (c) | All Other Fees (d) |
| American Century Mutual Funds, Inc. | ||||
| 10/31/2016 | $307,195 | $0 | $0 | $0 |
| 10/31/2015 | $307,847 | $0 | $0 | $0 |
| American Century Strategic Asset Allocations, Inc. | ||||
| 11/30/2016 | $137,967 | $0 | $0 | $0 |
| 11/30/2015 | $118,686 | $0 | $0 | $0 |
| American Century Variable Portfolios, Inc. | ||||
| 12/31/2016 | $199,800 | $0 | $0 | $0 |
| 12/31/2015 | $199,183 | $0 | $0 | $0 |
| American Century World Mutual Funds, Inc. | ||||
| 11/30/2016 | $308,958 | $0 | $0 | $0 |
| 11/30/2015 | $245,006 | $0 | $0 | $0 |
(a) Audit Fees
These fees relate to professional services rendered by Deloitte for the audits of the Funds’ annual financial statements or services that are normally provided by an independent public accountant in connection with statutory and regulatory filings or engagements.
(b) Audit Related Fees
These fees relate to assurance and related services by Deloitte that are reasonably related to the performance of the audits of the Funds’ financial statements other than those reported under “Audit Fees.”
(c) Tax Fees
These fees relate to professional services rendered by Deloitte for tax compliance, tax advice, and tax planning.
(d) All Other Fees
These fees relate to products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees.”
Audit Committee Pre-Approval Policies and Procedures
The Audit Committees approve the engagement of the accountant prior to the accountant rendering any audit or non-audit services to the Issuers.
The Audit Committees considered and concluded that the provisions for non-audit services to the Advisor and its affiliates that did not require pre-approval are compatible with maintaining Deloitte’s independence. The aggregate non-audit fees billed by Deloitte for services rendered to the Advisor and service affiliates for the years ended December 31, 2016 and December 31, 2015 were $829,350 and $86,000, respectively.
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Vote Required for Approval of Proposal 1
Proposal 1, the election of the 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 Nominees to that Issuer’s Board. The election of any Nominee by the shareholders of an Issuer is not contingent upon the election of such Nominee by shareholders of any other Issuer.
The Boards Unanimously Recommend that
Shareholders Vote “FOR” the Election of the Nominees.
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 Boards for the purpose of taking action upon any other matter deemed by the Boards to be necessary or desirable. A meeting of the shareholders may be held at any place designated by the Boards. Written notice of any meeting is required to be given by the Directors.
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Boards. Proxies may be solicited by officers of the Funds and the 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, telephone, facsimile or personal interview. Shareholders who communicate proxies by telephone or by other electronic means have the same power and authority to issue, revoke or otherwise change their voting instructions as shareholders submitting proxies in written form. Telephonic solicitations will follow procedures designed to achieve accuracy and prevent fraud. The Advisor or an affiliate thereof may reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to beneficial owners of Fund shares, and may reimburse certain officers or employees that it may employ for their reasonable expenses in assisting in the solicitation of proxies from such beneficial owners. American Century Services, LLC (“ACS”), the transfer agent and administrator to the Funds, has entered into a contract with Broadridge Financial Solutions, Inc. (“Broadridge”) pursuant to which Broadridge will provide certain project management, telephone solicitation and internet and telephonic voting services in addition to providing for the
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mailing of the Proxy Statement. The fees to be paid to Broadridge under the contract are estimated to be $2.7 million 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 Funds will pay all expenses associated with this Proxy Statement, which are estimated to be approximately $3 million in the aggregate, including the fees paid to Broadridge.
Date, Time and Place of the Meeting
The Meeting will be held on October 18, 2017 at 10:00 a.m. Central time at the principal executive offices of American Century Investments, 4500 Main Street, Kansas City, Missouri 64111. Shareholders are invited to attend the Meeting and vote in 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 internet 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. In addition, although mere attendance at the Meeting will not revoke a proxy, a shareholder of record present at the Meeting may withdraw his or her proxy and vote in person. All shares represented by properly executed proxies received at or prior to the Meeting, unless such proxies previously have been revoked, will be voted at the Meeting in accordance with the directions on the proxies. If no direction is indicated on a properly executed proxy, such shares will be voted “FOR” approval of the Proposal. It is not anticipated that any matters other than the approval of the Proposal will be brought before the Meeting. If, however, any other business properly is brought before the Meeting, proxies will be voted in accordance with the judgment of the persons designated on such proxies.
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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 must be present in person or by proxy to constitute a quorum for purposes of voting on the Proposal relating to that Issuer. Shareholders of each Issuer vote separately on the Proposal. The election of the Nominees requires the approval of a plurality of the votes cast in person or by proxy at the Meeting at which a quorum exists.
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 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 the Proposal (“broker non-votes”) will be treated as shares that are present but which have not been voted. Abstentions and broker non-votes will have no effect for purposes of obtaining the requisite approval of the 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 the 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 the Proposal without further notice other than by announcement at the Meeting. Any adjournment of the Meeting for the further solicitation of proxies for the 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 90 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.
Outstanding Shares and Significant Shareholders
Only holders of record of shares at the close of business on July 28, 2017 (the “Record Date”) are entitled to vote on the Proposal at the Meeting or any adjournment thereof. Exhibit C sets forth the number of shares issued and outstanding and the number of votes entitled to vote together on the Proposal as of the Record Date.
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Exhibit D 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 entitled to vote together on the Proposal.
Several other American Century Investments funds invest in the Funds. As of the Record Date, our other funds owned, in the aggregate, 12.80% of the outstanding shares of American Century Capital Portfolios, Inc., 9.18% of the outstanding shares of American Century Mutual Funds, Inc., and 48.95% 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, if possible. That is, it votes the shares in the same proportion as the vote of all other holders of the relevant Fund’s shares. Shares of American Century Investments “NT” funds will be voted in the same proportion as the vote of the shareholders of the corresponding American Century Investments “policy portfolio” – the retail fund that the “NT” fund tracks. For example, NT Growth Fund shares will be echo voted in accordance with the votes of the Growth Fund shareholders. In all other cases, the shares will be voted in consultation with a committee of the Independent Directors of the voting fund.
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 Funds. American Century Investment Services, Inc. serves as distributor and principal underwriter to the Funds. The transfer agent/administrator and distributor are affiliates of the Advisor and are located at 4500 Main Street, Kansas City, Missouri 64111.
Proxy Statement Delivery
To 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 64100, or contacting their financial professional.
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,
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and in accordance therewith file reports and other information with the SEC. Reports, proxy and information statements and other information filed by the Issuers on behalf of the Funds can be obtained by calling or writing the Funds and can also be inspected and copied by the public at the public reference facilities maintained by the SEC in Washington, DC located at Room 1580, 100 F Street, N.E., Washington DC 20549. Copies of such material can be obtained at prescribed rates from the SEC or obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).
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.
No business other than the matter 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
Organization
| • | The Committee will be comprised of all independent directors on the Board. 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. |
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 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 and the Vice Chair, if any. |
| • | 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 an annual self-evaluation by each independent director of his or her service on the Board, and an evaluation by all Board members of Board effectiveness and 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. |
A-1
| • | The Committee shall recommend Independent Director Policies, Procedures and Guidelines for independent director approval and review them periodically. |
| • | 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 may appoint as a sub-committee select members of the Committee and assign such subcommittee tasks to facilitate the work of the Committee. |
| • | 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. |
A-2
| Exhibit B |
Share Ownership of Directors
| Nominees | Fund Name (Dollar Range of Equity Securities In Fund)* | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies |
| Thomas W. Bunn | American Century Asset Allocation Portfolios, Inc. One Choice 2020 Portfolio R6 ($10,001-$50,000) One Choice 2025 Portfolio R6 ($10,001-$50,000) One Choice 2040 Portfolio R6 ($10,001-$50,000) American Century Mutual Funds, Inc. Balanced ($10,001-$50,000) | $50,001-$100,000 |
| Barry Fink | American Century Asset Allocation Portfolios, Inc. One Choice 2025 Portfolio (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) Global Real Estate ($10,001-$50,000) | More than $100,000 |
| Jan M. Lewis | American Century Asset Allocation Portfolios, Inc. One Choice In Retirement Portfolio (more than $100,000) One Choice 2020 Portfolio (more than $100,000) One Choice 2045 Portfolio ($1-$10,00) One Choice Portfolio: Very Conservative (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value ($50,001- $100,000) Equity Income (more than $100,000) Real Estate ($10,001-$50,000) American Century Mutual Funds, Inc. Small Cap Growth ($10,001-$50,000) American Century World Mutual Funds, Inc. Emerging Markets ($10,001-$50,000) Global Growth ($50,001-$100,000) | More than $100,000 |
B-1
| Nominees | Fund Name (Dollar Range of Equity Securities In Fund)* | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies |
| Stephen E. Yates | American Century Asset Allocation Portfolios, Inc. One Choice 2025 Portfolio ($10,001-$50,000) One Choice 2035 Portfolio (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) | 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 |
| Andrea C. Hall | American Century Capital Portfolios, Inc. Equity Income (more than $100,000) Mid Cap Value ($10,001-$50,000) Real Estate ($10,001-$50,000) Value ($50,001-$100,000) American Century Mutual Funds, Inc. Balanced ($50,001-$100,000) Growth (more than $100,000) Heritage (more than $100,000) Small Cap Growth ($50,001-$100,000) Ultra (more than $100,000) American Century World Mutual Funds, Inc. Emerging Markets ($50,001-$100,000) International Discovery (more than $100,000) International Growth (more than $100,000) | More than $100,000 |
B-2
| Independent Directors | Fund Name (Dollar Range of Equity Securities In Fund)* | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies |
| James A. Olson | American Century Asset Allocation Portfolios, Inc. One Choice Portfolio: Moderate (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) American Century Mutual Funds, Inc. Small Cap Growth (more than $100,000) American Century Strategic Asset Allocations, Inc. Strategic Allocation: Moderate (more than $100,000) American Century World Mutual Funds, Inc. International Value ($10,001-$50,000) | More than $100,000 |
| M. Jeannine Strandjord | American Century Asset Allocation Portfolios, Inc. One Choice 2030 Portfolio ($1-$10,000) One Choice 2045 Portfolio ($10,001-$50,000) One Choice Portfolio: Aggressive ($1-$10,000) American Century Capital Portfolios, Inc. AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) Mid Cap Value (more than $100,000) Real Estate (more than $100,000) Small Cap Value (more than $100,000) American Century Mutual Funds, Inc. Balanced ($1-$10,000) Ultra ($1-$10,000) American Century Strategic Asset Allocations, Inc. Strategic Allocation: Moderate ($10,001-$50,000) American Century World Mutual Funds, Inc. Emerging Markets (more than $100,000) Global Growth ($1-$10,00) International Opportunities ($1-$10,000) | More than $100,000 |
B-3
| 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 |
| John R. Whitten | American Century Asset Allocation Portfolios, Inc. One Choice 2020 Portfolio (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Income ($1-$10,000) AC Alternatives Market Neutral Value ($1-$10,000) Equity Income ($50,001-$100,000) Real Estate (more than $100,000) Small Cap Value (more than $100,000) American Century Mutual Funds, Inc. Adaptive Equity ($10,001-$50,000) American Century World Mutual Funds, Inc. International Value ($50,001-$100,000) | More than $100,000 |
B-4
Interested Director | Fund Name (Dollar Range of Equity Securities In Fund)* | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen or to be Overseen by Director in Family of Investment Companies |
Jonathan S. Thomas | American Century Asset Allocation Portfolios, Inc. One Choice 2020 Portfolio (more than $100,000) One Choice 2025 Portfolio (more than $100,000) One Choice 2035 Portfolio ($10,001-$50,000) One Choice 2045 Portfolio ($50,001-$100,000) One Choice 2020 Portfolio R6 (more than $100,000) One Choice 2025 Portfolio R6 (more than $100,000) One Choice 2030 Portfolio R6 (more than $100,000) American Century Capital Portfolios, Inc. AC Alternatives Income ($10,001-$50,000) AC Alternatives Market Neutral Value (more than $100,000) Equity Income (more than $100,000) Global Real Estate (more than $100,000) Mid Cap Value (more than $100,000) Real Estate (more than $100,000) Small Cap Value ($10,001-$50,000) American Century Mutual Funds, Inc. Adaptive Equity ($10,001-$50,000) Growth (more than $100,000) Heritage ($50,001-$100,000) Select ($10,001-$50,000) Small Cap Growth ($1-$10,000) Sustainable Equity ($10,001-$50,000) Ultra (more than $100,000) American Century World Mutual Funds, Inc. Emerging Markets (more than $100,000) Global Growth (more than $100,000) International Discovery (more than $100,000) International Growth ($10,001-$50,000) | More than $100,000 |
* Funds not listed are funds in which no securities are owned by the Directors.
B-5
| Exhibit C |
Outstanding Shares - Proposal 1
| Issuer | Share Class | Outstanding Shares | Number of Votes Entitled to Vote ($1 equals 1 vote) | ||
American Century Asset Allocation Portfolios, Inc. | All classes | 1,685,622,297.016 | 23,561,145,508.37 | ||
| American Century Capital Portfolios, Inc. | All classes | 2,868,096,859.441 | 32,693,686,282.46 | ||
| American Century Growth Funds, Inc. | All classes | 5,878,485.293 | 121,388,011.40 | ||
| American Century Mutual Funds, Inc. | All classes | 1,031,251,360.622 | 30,642,855,511.08 | ||
| American Century Strategic Asset Allocations, Inc. | All classes | 401,141,888.351 | 2,945,172,734.04 | ||
| American Century Variable Portfolios, Inc. | All classes | 277,319,244.078 | 3,744,039,593.04 | ||
| American Century World Mutual Funds, Inc. | All classes | 559,641,068.569 | 6,685,357,597.07 | ||
C-1
| Exhibit D |
SIGNIFICANT SHAREHOLDERS - Proposal 1
| Shareholder | Percentage of Outstanding Shares Owned of Record | |
| American Century Asset Allocation Portfolios, Inc. | ||
National Financial Services LLC Jersey City, New Jersey | 21% | |
State ST BK/TR AS TTEE and/or CUST FBO ADP Access Product Boston, Massachusetts | 6% | |
Charles Schwab & Co. Inc. San Francisco, California | 6% | |
American United Life Indianapolis, Indiana | 5% | |
| American Century Capital Portfolios, Inc. | ||
National Financial Services LLC Jersey City, New Jersey | 15% | |
Charles Schwab & Co. Inc. San Francisco, California | 10% | |
American Enterprise Investment Services Minneapolis, Minnesota | 9% | |
| American Century Growth Funds, Inc. | ||
Raymond James Omnibus for Mutual Fund House Account St. Petersburg, Florida | 10% | |
National Financial Services LLC Jersey City, New Jersey | 10% | |
Charles Schwab & Co. Inc. San Francisco, California | 9% | |
LPL Financial Omnibus Customer Account San Diego, California | 8% | |
Ameritrade Inc. FEBO Our Customers Omaha, Nebraska | 7% | |
Pershing LLC Jersey City, New Jersey | 5% | |
| American Century Mutual Funds, Inc. | ||
National Financial Services LLC Jersey City, New Jersey | 8% | |
Charles Schwab & Co. Inc. San Francisco, California | 6% | |
D-1
| Shareholder | Percentage of Outstanding Shares Owned of Record | |
| American Century Strategic Asset Allocations, Inc. | ||
American United Life Indianapolis, Indiana | 14% | |
Saxon & Co. Cleveland, Ohio | 9% | |
American Enterprise Investment Services Minneapolis, Minnesota | 8% | |
State ST BK/TR AS TTEE and/or CUST FBO ADP Access Product Boston, Massachusetts | 6% | |
National Financial Services LLC Jersey City, New Jersey | 6% | |
Charles Schwab & Co. Inc. San Francisco, California | 6% | |
| American Century Variable Portfolios, Inc. | ||
IDS Life Insurance Company Minneapolis, Minnesota | 14% | |
Nationwide Life Insurance Company Columbus, Ohio | 13% | |
Mutual of America Separate Account New York, New York | 9% | |
Mac & Co. Pittsburgh, Pennsylvania | 9% | |
AXA Equitable Life Insurance Co. Separate Account Jersey City, New Jersey | 7% | |
| American Century World Mutual Funds, Inc. | ||
SSB&T Custodian One Choice 2035 Portfolio Kansas City, Missouri | 5% | |
D-2
CL-BKT-93175
