Filed by: American Century Capital Portfolios, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Mason Street Funds, Inc.
Investment Company Act File No. 811-07961
AMERICAN CENTURY LOGO
NEWS RELEASE
Contacts: American Century: Laura Kouri, 816-340-4710 or 816-340-7033
Northwestern Mutual: Jean Towell, 1-800-323-7033
AMERICAN CENTURY INVESTMENTS ANNOUNCES AGREEMENT
TO ACQUIRE THE MASON STREET FUNDS
KANSAS CITY, MO. December 14, 2005 -- American Century Investments today
announced a plan of reorganization that will bring 10 out of 11 Mason Street
Funds into the American Century fund family. This move will expand American
Century's fund line-up, particularly in the load area, while allowing
Northwestern Mutual, the parent company of Mason Street Advisors, and its
affiliates to relinquish retail fund sponsorship and administration
responsibilities and allow Mason Street Advisors to continue to focus on its
core asset management business.
The planned reorganization, unanimously approved by the boards of the
American Century Funds and the Mason Street Funds and now subject to the
approval of the Mason Street Funds shareholders, involves 10 of the existing
Mason Street Funds merging into new or existing American Century funds. Four of
those funds will be co-branded as new American Century-Mason Street products,
with Mason Street Advisors serving as sub-advisor.
"American Century is excited to be entering into a strategic business
alliance with Mason Street Advisors and Northwestern Mutual," said William M.
Lyons, American Century president and chief executive officer. "The expanded
product line resulting from the reorganization underscores our commitment to
investors, particularly those who choose to seek the assistance of financial
professionals."
"This transaction highlights the common philosophy of Mason Street Advisors
and American Century," said Mark Doll, president of Mason Street Advisors. "We
believe that American Century's value proposition of financial strength,
integrity and investment management expertise is consistent with ours. In
addition, this transaction allows us to continue to provide retail access to a
number of our key investment disciplines at Mason Street Advisors."
The plan of reorganization, if approved by the Mason Street Funds
shareholders, calls for the Mason Street Funds to be reorganized into the
American Century family of funds in the following manner:
1. Four series of Mason Street Funds (Small Cap Growth, Aggressive
Growth, Select Bond and High Yield Bond Funds) will be reorganized
into newly created, co-branded American Century-Mason Street funds
that will be advised by American Century and sub-advised by Mason
Street Advisors. These new funds will have the same investment
objectives and policies, and the same investment management personnel
as their Mason Street Funds predecessors.
2. Two series of Mason Street Funds (International Equity and Municipal
Bond Funds) will be reorganized into newly created American Century
Funds to be advised by American Century, with the International Fund
continuing to be sub-advised by Templeton Investment Counsel, LLC.
These funds will have investment objectives and policies similar to
their Mason Street Funds predecessors.
3. Four series of Mason Street Funds (Index 500, Large Cap Core, Asset
Allocation and Growth Stock Funds) will be reorganized into existing
American Century funds, which will continue to be advised by American
Century.
The six newly-created American Century funds will be load products,
expanding the American Century load series to 25 funds.
Northwestern Mutual and Mason Street Funds anticipate that shareholders of
the Mason Street Funds will be sent a proxy statement/prospectus detailing terms
of the reorganization in early February 2006, and a shareholder meeting to
consider and approve the proposed reorganization will be held in March 2006. If
approved, the reorganization will be effective on or about March 31, 2006.
Additionally, Northwestern Mutual and Mason Street Advisors advise that
this transaction in no way affects Mason Street Advisors' continued provision of
investment management services to the Northwestern Mutual Series Fund, which
underlies Northwestern Mutual's variable annuity and variable life products.
ABOUT MASON STREET ADVISORS
Mason Street Advisors, LLC, a wholly-owned company of Northwestern Mutual,
is a federally registered investment adviser, providing investment management
services to corporate, charitable and retirement accounts and mutual funds.
Mason Street Advisors manages over $71 billion in assets and provides investment
advisory services to Northwestern Mutual, the Northwestern Mutual Series Fund
and affiliates. As of September 30, 2005, the Mason Street Funds had $1.9
billion in assets. For more information on the Mason Street Family of Funds,
please visit HTTP://WWW.MASONSTREETFUNDS.COM/.
Northwestern Mutual, the nation's leading provider of individual life
insurance according to the American Council of Life Insurers, has always
received the highest possible ratings for financial strength from Standard &
Poor's, Moody's, Fitch, and A. M. Best. In addition to life insurance, the
company, its subsidiaries and affiliates are also providers of annuities, mutual
funds, long-term care insurance and disability income insurance. These products
and services are distributed through the Northwestern Mutual Financial Network
and its financial representatives nationwide. For more information, please visit
WWW.NMFN.COM.
ABOUT AMERICAN CENTURY
American Century Investments is a leading investment manager with nearly 50
years of experience helping investors achieve their financial goals. Serving
financial professionals, institutions, corporations and 1.6 million individual
investors, American Century offers a broad array of products across a variety of
investment disciplines.
Based in Kansas City, Mo., the company manages more than $100 billion in
assets through mutual funds, separate accounts, commingled trusts, sub-advisory
accounts and institutional products. James E. Stowers Jr. founded the company in
1958. His son, James E. Stowers III, is chairman and William M. Lyons is
president and chief executive officer. For the past six years, American Century,
which employs 1,900 people, has been selected as one of FORTUNE Magazine's 100
Best Companies to Work for in America. For more information about the company,
visit WWW.AMERICANCENTURY.COM.
ABOUT MASON STREET FUNDS
720 E. Wisconsin Ave. Founded 1997
Milwaukee, Wis. 53202 Assets under management: $1.9 billion(1)
HTTP://WWW.MASONSTREETFUNDS.COM Employees/staff of advisory company: 60
Total funds in family: 11
ABOUT AMERICAN CENTURY INVESTMENTS
4500 Main St. Founded 1958
Kansas City, Mo. 64111 Assets under management: $102 billion
HTTP://WWW.AMERICANCENTURY.COM Employees/staff of advisory company: 1,900
Total funds in family: 80+
PLANNED REORGANIZATION
The following illustrates the new alliance to be created as a result of the plan
of reorganization between Mason Street Funds and American Century Investments.
MASON STREET FUND RESULTING AMERICAN CENTURY FUND
SUBADVISED FUNDS (NEW CO-BRANDED FUNDS WILL BE SUBADVISED BY MASON STREET ADVISORS, LLC)
Small Cap Growth Stock Fund (MSASX)* American Century-Mason Street Small Cap Growth
Aggressive Growth Stock Fund (MAGAX)* American Century-Mason Street Mid Cap Growth
Select Bond Fund (MBDAX)* American Century-Mason Street Select Bond
High Yield Bond Fund (MHYAX)* American Century-Mason Street High-Yield Bond
ADOPTED FUNDS - NEW (MERGER WILL CREATE A NEW AMERICAN CENTURY FUND)
International Equity Fund (MEQAX)* American Century International Value Fund
Municipal Bond Fund (MMBAX)* American Century Long-Term Tax-Free Fund
MERGED FUNDS - EXISTING (THESE FUNDS WILL BE MERGED INTO AN EXISTING AMERICAN CENTURY FUND)
Index 500 Stock Fund (MISAX)* American Century Equity Index Fund (ACIVX)*
Large Cap Core Stock Fund (MSKAX)* American Century Equity Growth Fund (BEQGX)*
Asset Allocation Fund (MASSX)* American Century Strategic Allocation: Moderate Fund (TWSMX)*
Growth Stock Fund (MGSAX)* American Century Select Fund (TWCIX)*
(1) Mason Street Advisors, which manages the funds, had a total of $70.6
billion of assets under management as of 9/30/05.
* TICKERS LISTED FOR AMERICAN CENTURY FUNDS ARE FOR INVESTOR CLASS SHARES
ONLY. TICKERS LISTED FOR MASON STREET FUNDS ARE CLASS A SHARES ONLY. THE
FUND ADOPTION INVOLVES MULTIPLE CLASSES OF MASON STREET AND AMERICAN
CENTURY FUNDS, NOT LISTED IN THIS TABLE. QUESTIONS PERTAINING TO SHARE
CLASSES OF EACH FUND CAN BE DIRECTED TO YOUR FINANCIAL REPRESENTATIVE OR
THE FUND FAMILY THAT ADMINISTERS THE FUND.
IMPORTANT DISCLOSURE INFORMATION
The information included herein is not an offer to sell, nor a solicitation
of an offer to buy, shares of any investment company, nor is it a solicitation
of any proxy. American Century Mutual Funds, Inc., American Century Investment
Trust, American Century Capital Portfolios, Inc., American Century Quantitative
Equity Funds, Inc., American Century World Mutual Funds, Inc., American Century
Strategic Asset Allocations, Inc., and American Century Municipal Trust will
file a proxy statement/prospectus and other relevant documents regarding the
reorganization with the U.S. Securities and Exchange Commission (the "SEC").
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PLANNED REORGANIZATION, OR
INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION AND RELATED MATTERS. You
will be able to obtain the proxy statement/prospectus and other related
documents free of charge at the SEC Web Site (www.sec.gov).
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