ck0000908186-20220331
August
1, 2022
American
Century Investments
Statement
of Additional Information
American
Century Capital Portfolios, Inc.
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Equity
Income Fund
Investor
Class (TWEIX)
I
Class (ACIIX)
Y
Class (AEIYX)
A
Class (TWEAX)
C
Class (AEYIX)
R
Class (AEURX)
R5
Class (AEIUX)
R6
Class (AEUDX)
G
Class (AEIMX)
Focused
Large Cap Value Fund
Investor
Class (ALVIX)
I
Class (ALVSX)
A
Class (ALPAX)
C
Class (ALPCX)
R
Class (ALVRX)
R5
Class (ALVGX)
R6
Class (ALVDX)
G
Class (ACFLX)
Mid
Cap Value Fund
Investor
Class (ACMVX)
I
Class (AVUAX)
Y
Class (AMVYX)
A
Class (ACLAX)
C
Class (ACCLX)
R
Class (AMVRX)
R5
Class (AMVGX)
R6
Class (AMDVX)
G
Class (ACIPX)
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Small
Cap Dividend Fund
Investor
Class (AMAEX)
I
Class (AMAFX)
A
Class (AMAHX)
R
Class (AMAJX)
R6
Class (AMAKX)
G
Class (AMALX)
Small
Cap Value Fund
Investor
Class (ASVIX)
I
Class (ACVIX)
Y
Class (ASVYX)
A
Class (ACSCX)
C
Class (ASVNX)
R
Class (ASVRX)
R5
Class (ASVGX)
R6
Class (ASVDX)
G
Class (ASVHX)
Value
Fund
Investor
Class (TWVLX)
I
Class (AVLIX)
Y
Class (AVUYX)
A
Class (TWADX)
C
Class (ACLCX)
R
Class (AVURX)
R5
Class (AVUGX)
R6
Class (AVUDX)
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This
statement of additional information adds to the discussion in the funds’
prospectuses dated August 1, 2022, but is not a prospectus. The statement of
additional information should be read in conjunction with the funds’ current
prospectuses. If you would like a copy of a prospectus, please contact us at one
of the addresses or telephone numbers listed on the back cover or visit American
Century Investments’ website at americancentury.com.
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This
statement of additional information incorporates by reference
certain
information that appears in the funds’ annual reports, which
are delivered to all investors. You may obtain a free copy of the funds’
annual reports by calling 1-800-345-2021. |
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©2022
American Century Proprietary Holdings, Inc. All rights reserved.
Table
of Contents
American
Century Capital Portfolios, Inc. is a registered open-end management investment
company that was organized as a Maryland corporation on June 14, 1993. The
corporation was known as Twentieth Century Capital Portfolios, Inc. until
January 1997. Throughout this statement of additional information we refer to
American Century Capital Portfolios, Inc. as the corporation.
Each
fund described in this statement of additional information is a separate series
of the corporation and operates for many purposes as if it were an independent
company. Each fund has its own investment objective, strategy, management team,
assets, and tax identification and stock registration numbers.
Effective
December 10, 2020, Large Company Value Fund was renamed Focused Large Cap Value
Fund.
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Fund/Class
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Ticker
Symbol
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Inception
Date
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Equity
Income
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| Investor
Class |
TWEIX |
08/01/1994 |
| I
Class |
ACIIX |
07/08/1998 |
| Y
Class |
AEIYX |
04/10/2017 |
| A
Class |
TWEAX |
03/07/1997 |
| C
Class |
AEYIX |
07/13/2001 |
| R
Class |
AEURX |
08/29/2003 |
| R5
Class |
AEIUX |
04/10/2017 |
| R6
Class |
AEUDX |
07/26/2013 |
| G
Class |
AEIMX
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08/01/2019 |
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Focused
Large Cap Value
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| Investor
Class |
ALVIX |
07/30/1999 |
| I
Class |
ALVSX |
08/10/2001 |
| A
Class |
ALPAX |
10/26/2000 |
| C
Class |
ALPCX |
11/07/2001 |
| R
Class |
ALVRX |
08/29/2003 |
| R5
Class |
ALVGX |
04/10/2017 |
| R6
Class |
ALVDX |
07/26/2013 |
| G
Class |
ACFLX |
03/15/2022 |
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Mid
Cap Value
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| Investor
Class |
ACMVX |
03/31/2004 |
| I
Class |
AVUAX |
08/02/2004 |
| Y
Class |
AMVYX |
04/10/2017 |
| A
Class |
ACLAX |
01/13/2005 |
| C
Class |
ACCLX |
03/01/2010 |
| R
Class |
AMVRX |
07/29/2005 |
| R5
Class |
AMVGX |
04/10/2017 |
| R6
Class |
AMDVX |
07/26/2013 |
| G
Class |
ACIPX |
03/15/2022 |
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Small
Cap Dividend
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| Investor
Class |
AMAEX |
04/05/2022 |
| I
Class |
AMAFX |
04/05/2022 |
| A
Class |
AMAHX |
04/05/2022 |
| R
Class |
AMAJX |
04/05/2022 |
| R6
Class |
AMAKX |
04/05/2022 |
| G
Class |
AMALX |
04/05/2022 |
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Fund/Class
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Ticker
Symbol
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Inception
Date
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Small
Cap Value
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| Investor
Class |
ASVIX |
07/31/1998 |
| I
Class |
ACVIX |
10/26/1998 |
| Y
Class |
ASVYX |
04/10/2017 |
| A
Class |
ACSCX |
12/31/1999 |
| C
Class |
ASVNX |
03/01/2010 |
| R
Class |
ASVRX |
03/01/2010 |
| R5
Class |
ASVGX |
04/10/2017 |
| R6
Class |
ASVDX |
07/26/2013 |
| G
Class |
ASVHX |
04/01/2019 |
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Value
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| Investor
Class |
TWVLX |
09/01/1993 |
| I
Class |
AVLIX |
07/31/1997 |
| Y
Class |
AVUYX |
04/10/2017 |
| A
Class |
TWADX |
10/02/1996 |
| C
Class |
ACLCX |
06/04/2001 |
| R
Class |
AVURX |
07/29/2005 |
| R5
Class |
AVUGX |
04/10/2017 |
| R6
Class |
AVUDX |
07/26/2013 |
This
section explains the extent to which the funds’ advisor, American Century
Investment Management, Inc. (ACIM), can use various investment vehicles and
strategies in managing a fund’s assets. Descriptions of the investment
techniques and risks associated with each appear in the section, Investment
Strategies and Risks,
which begins on page 4. In the case of the funds’ principal investment
strategies, these descriptions elaborate upon discussions contained in the
prospectuses.
The
funds are diversified as defined in the Investment Company Act of 1940 (the
Investment Company Act). Diversified means that, with respect to 75% of its
total assets, each fund will not invest more than 5% of its total assets in the
securities of a single issuer or own more than 10% of the outstanding voting
securities of a single issuer (other than the U.S. government and securities of
other investment companies).
To
meet federal tax requirements for qualification as a regulated investment
company, each fund must limit its investments so that at the close of each
quarter of its taxable year (1) no more than 25% of its total assets are
invested in the securities of a single issuer (other than the U.S. government or
a regulated investment company), and (2) with respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer (other than the U.S. government or a regulated investment
company) and it does not own more than 10% of the outstanding voting securities
of a single issuer.
In
general, within the restrictions outlined here and in the funds’ prospectuses,
the portfolio managers have broad powers to decide how to invest fund assets,
including the power to hold them uninvested.
Investments
vary according to what is judged advantageous under changing economic
conditions. It is the advisor’s policy to retain maximum flexibility in
management without restrictive provisions as to the proportion of one or another
class of securities that may be held, subject to the investment restrictions
described on the following pages. It is the advisor’s intention that each fund
generally will consist of equity and equity-equivalent securities. However,
subject to the specific limitations applicable to a fund, the fund management
teams may invest the assets of each fund in varying amounts using other
investment techniques, when such a course is deemed appropriate to pursue a
fund’s investment objective. Unless otherwise noted, all investment restrictions
described below and in each fund’s prospectus are measured at the time of the
transaction in the security. If market action affecting fund securities
(including, but not limited to, appreciation, depreciation or a credit rating
event) causes a fund to exceed an investment restriction, the advisor is not
required to take immediate action. Under normal market conditions,
however, the advisor’s policies and procedures indicate that the advisor will
not make any purchases that will make the fund further outside the investment
restriction.
Under
exceptional conditions, each fund may assume a defensive position, temporarily
investing all or a substantial portion of its assets in cash or short-term
securities. Senior securities that are high-grade issues, in the opinion of the
managers, also may be purchased for defensive purposes.
The
managers may use futures and options as a way to expose the funds’ cash assets
to the market while maintaining liquidity. The managers may not leverage a
fund’s portfolio without appropriately segregating assets to cover such
positions. See Derivative
Instruments
on page 6, Futures
and Options
on page 9 and Short-Term
Securities
on page 14.
This
section describes investment vehicles and techniques the portfolio managers can
use in managing a fund’s assets. It also details the risks associated with each,
because each investment vehicle and technique contributes to a fund’s overall
risk profile.
Convertible
Securities
A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular time period
at a specified price or formula. A convertible security entitles the holder to
receive the interest paid or accrued on debt or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion or exchange, such securities ordinarily provide a
stream of income with generally higher yields than common stocks of the same or
similar issuers, but lower than the yield on non-convertible debt. Of course,
there can be no assurance of current income because issuers of convertible
securities may default on their obligations. In addition, there can be no
assurance of capital appreciation because the value of the underlying common
stock will fluctuate. Because of the conversion feature, the managers generally
consider convertible securities to be equity equivalents.
The
price of a convertible security will normally fluctuate in some proportion to
changes in the price of the underlying asset. A convertible security is subject
to risks relating to the activities of the issuer and/or general market and
economic conditions. The stream of income typically paid on a convertible
security may tend to cushion the security against declines in the price of the
underlying asset. However, the stream of income causes fluctuations based upon
changes in interest rates and the credit quality of the issuer. In general, the
value of a convertible security is a function of (1) its yield in comparison
with yields of other securities of comparable maturity and quality that do not
have a conversion privilege and (2) its worth, at market value, if converted or
exchanged into the underlying common stock. The price of a convertible security
often reflects such variations in the price of the underlying common stock in a
way that a non-convertible security does not. At any given time, investment
value generally depends upon such factors as the general level of interest
rates, the yield of similar nonconvertible securities, the financial strength of
the issuer and the seniority of the security in the issuer’s capital
structure.
A
convertible security may be subject to redemption at the option of the issuer at
a predetermined price. If a convertible security held by a fund is called for
redemption, the fund would be required to permit the issuer to redeem the
security and convert it to underlying common stock or to cash, or would sell the
convertible security to a third party, which may have an adverse effect on the
fund. A convertible security may feature a put option that permits the holder of
the convertible security to sell that security back to the issuer at a
predetermined price. A fund generally invests in convertible securities for
their favorable price characteristics and total return potential and normally
would not exercise an option to convert unless the security is called or
conversion is forced.
Unlike
a convertible security that is a single security, a synthetic convertible
security is comprised of two distinct securities that together resemble
convertible securities in certain respects. Synthetic convertible securities are
created by combining non-convertible bonds or preferred stocks with warrants or
stock call options. The options that will form elements of synthetic convertible
securities will be listed on a securities exchange or NASDAQ. The two components
of a synthetic convertible security, which will be issued with respect to the
same entity, generally are not offered as a unit, and may be purchased and sold
by the fund at different times. Synthetic convertible securities differ from
convertible securities in certain respects. Each component of a synthetic
convertible security has a separate market value and responds differently to
market fluctuations. Investing in a synthetic convertible security involves the
risk normally found in holding the securities comprising the synthetic
convertible security.
Counterparty
Risk
A
fund will be exposed to the credit risk of the counterparties with which, or the
brokers, dealers and exchanges through which, it deals, whether it engaged in
exchange traded or off-exchange transactions. If a fund’s futures
commission merchant, (FCM) becomes bankrupt or insolvent, or otherwise defaults
on its obligations to the fund, the fund may not receive all amounts owed to it
in respect of its trading, despite the clearinghouse fully discharging all of
its obligations. The Commodity Exchange Act requires an FCM to segregate
all funds received from its customers with respect to regulated futures
transactions from such FCM’s proprietary funds. If an FCM were not to do
so to the full extent required by law, the assets of an account might not be
fully protected in the event of the bankruptcy of an FCM. Furthermore, in
the event of an FCM’s bankruptcy, a fund would be limited to recovering only a
pro rata share of all available funds segregated on behalf of an FCM’s combined
customer accounts, even though certain property specifically traceable to the
fund (for example, U.S. Treasury bills deposited by the fund) was held by an
FCM.
FCM
bankruptcies have occurred in which customers were unable to recover from the
FCM’s estate the full amount of their funds on deposit with such FCM and owing
to them. Such situations could arise due to various factors, or a
combination of factors, including inadequate FCM capitalization, inadequate
controls on customer trading and inadequate customer capital. In addition,
in the event of the bankruptcy or insolvency of a clearinghouse, the fund might
experience a loss of funds deposited through its FCM as margin with the
clearinghouse, a loss of unrealized profits on its open positions, and the loss
of funds owed to it as realized profits on closed positions. Such a
bankruptcy or insolvency might also cause a substantial delay before the fund
could obtain the return of funds owed to it by an FCM who was a member of such
clearinghouse.
Because
bi-lateral derivative transactions are traded between counterparties based on
contractual relationships, a fund is subject to the risk that a counterparty
will not perform its obligations under the related contracts. Although
each fund intends to enter into transactions only with counterparties which the
advisor believes to be creditworthy, there can be no assurance that a
counterparty will not default and that the funds will not sustain a loss on a
transaction as a result. In situations where a fund is required to post margin
or other collateral with a counterparty, the counterparty may fail to segregate
the collateral or may commingle the collateral with the counterparty’s own
assets. As a result, in the event of the counterparty’s bankruptcy or
insolvency, a fund’s collateral may be subject to the conflicting claims of the
counterparty’s creditors, and a fund may be exposed to the risk of a court
treating a fund as a general unsecured creditor of the counterparty, rather than
as the owner of the collateral.
A
fund is subject to the risk that issuers of the instruments in which it invests
and trades may default on their obligations under those instruments, and that
certain events may occur that have an immediate and significant adverse effect
on the value of those instruments. There can be no assurance that an
issuer of an instrument in which a fund invests will not default, or that an
event that has an immediate and significant adverse effect on the value of an
instrument will not occur, and that a fund will not sustain a loss on a
transaction as a result.
Transactions
entered into by a fund may be executed on various U.S. and non-U.S. exchanges,
and may be cleared and settled through various clearinghouses, custodians,
depositories and prime brokers throughout the world. Although a fund
attempts to execute, clear and settle the transactions through entities the
advisor believes to be sound, there can be no assurance that a failure by any
such entity will not lead to a loss to a fund.
Cyber
Security Risk
As
the funds increasingly rely on technology and information systems to operate,
they become susceptible to operational risks linked to security breaches in
those information systems. Both calculated attacks and unintentional events can
cause failures in the funds’ information systems. Cyber attacks can include
acquiring unauthorized access to information systems, usually through hacking or
the use of malicious software, for purposes of stealing assets or confidential
information, corrupting data, or disrupting fund operations. Cyber attacks can
also occur without direct access to information systems, for example by making
network services unavailable to intended users. Cyber security failures by, or
breaches of the information systems of, the advisor, distributors,
broker-dealers, other service providers (including, but not limited to, index
providers, fund accountants, custodians, transfer agents and administrators), or
the issuers of securities the fund invests in may also cause disruptions and
impact the funds’ business operations. Breaches in information security
may result in financial losses, interference with the funds’ ability to
calculate NAV, impediments to trading, inability of fund shareholders to
transact business, violations of applicable privacy and other laws, regulatory
fines, penalties, reputational damage, reimbursement or other compensation
costs, or additional compliance costs. Additionally, the funds may incur
substantial costs to prevent future cyber incidents. The funds have business
continuity plans in the event of, and risk management systems to help prevent,
such cyber attacks, but these plans and systems have limitations including the
possibility that certain risks have not been identified. Moreover, the funds do
not control the cyber security plans and systems of our service providers and
other third party business partners. The funds and their shareholders could be
negatively impacted as a result.
Debt
Securities
The
funds may invest in debt securities. Each fund may invest in debt securities
when the portfolio managers believe such securities represent an attractive
investment for the funds. These funds may invest in debt securities for income
or as a defensive strategy when the managers believe adverse economic or market
conditions exist.
The
value of the debt securities in which the funds may invest will fluctuate based
upon changes in interest rates and the credit quality of the issuer. Debt
securities will be limited primarily to “investment-grade” obligations. However,
each fund may invest up to 5% of its assets in “high-yield” securities (which
are also known as “junk bonds”). “Investment grade” means that at the time of
purchase, such obligations are rated within the four highest categories by a
nationally recognized statistical rating organization (for example, at least Baa
by Moody’s Investors Service, Inc. or BBB by Standard & Poor’s Corporation),
or, if not rated, are of equivalent investment quality as determined by the
fund’s advisor. According to Moody’s, bonds rated Baa are medium-grade and
possess some speculative characteristics. A BBB rating by S&P indicates
S&P’s belief that a security exhibits a satisfactory degree of safety and
capacity for repayment, but is more vulnerable to adverse economic conditions
and changing circumstances.
“High-yield”
securities, sometimes referred to as “junk bonds,” are higher risk,
non-convertible debt obligations that are rated below investment-grade
securities, or are unrated, but with similar credit quality.
There
are no credit or maturity restrictions on the fixed-income securities in which
the high-yield portion of a fund’s portfolio may be invested. Debt securities
rated lower than Baa by Moody’s or BBB by S&P, or their equivalent, are
considered by many to be predominantly speculative. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered for purchase by the fund are analyzed by the investment manager to
determine, to the extent reasonably possible, that the planned investment is
sound, given the fund’s investment objective. See Explanation
of Fixed-Income Securities Ratings
in Appendix
D.
If
the aggregate value of high-yield securities exceeds 5% because of their market
appreciation or other assets’ depreciation, the funds will not necessarily sell
them. Instead, the portfolio managers will not purchase additional high-yield
securities until their value is less than 5% of the fund’s assets. Portfolio
managers will monitor these investments to determine whether holding them will
likely help the fund meet its investment objectives.
In
addition, the value of a fund’s investments in fixed-income securities will
change as prevailing interest rates change. In general, the prices of such
securities vary inversely with interest rates. As prevailing interest rates
fall, the prices of bonds and other securities that trade on a yield basis
generally rise. When prevailing interest rates rise, bond prices generally fall.
Depending upon the particular amount and type of fixed-income securities
holdings of a fund, these changes may impact the net asset value of that fund’s
shares.
Even
though the funds will invest primarily in equity securities, under exceptional
market or economic conditions, each fund may temporarily invest all or a
substantial portion of their assets in cash or investment-grade short-term
securities (denominated in U.S. dollars or foreign currencies). To the extent
that a fund assumes a defensive position, it will not be investing for capital
growth.
Derivative
Instruments
To
the extent permitted by its investment objectives and policies, each fund may
invest in instruments that are commonly referred to as derivative instruments.
Generally, a derivative instrument is a financial arrangement, the value of
which is based on, or derived from, a traditional security, asset, or market
index. Examples of common derivative instruments include futures contracts,
warrants, structured notes, credit default swaps, options contracts, swap
transactions and forward currency contracts.
Certain
derivative instruments are described more accurately as index/structured
investments. Index/structured investments are derivative instruments whose value
or performance is linked to other equity securities, currencies, interest rates,
indices or other financial indicators (reference indices). A structured
investment is a security whose value or performance is linked to an underlying
index or other security or asset class. Structured investments include
asset-backed securities (ABS), asset-backed commercial paper (ABCP), commercial
and residential mortgage-backed securities (MBS), collateralized debt
obligations (CDO), collateralized loan obligations (CLO), and securities backed
by other types of collateral or indices. Structured investments involve the
transfer of specified financial assets to a special purpose entity, generally a
corporation or trust, or the deposit of financial assets with a custodian; and
the issuance of securities or depositary receipts backed by, or representing
interests in those assets.
Some
structured investments are individually negotiated agreements or are traded over
the counter. Structured investments may be organized and operated to restructure
the investment characteristics of the underlying security. The cash flow on the
underlying instruments may be apportioned among the newly issued structured
investments to create securities with different investment characteristics, such
as varying maturities, payment priorities and interest rate provisions, and the
extent of such payments made with respect to structured investments is dependent
on the extent of the cash flow on the underlying instruments. Because structured
investments typically involve no credit enhancement, their credit risk generally
will be equivalent to that of the underlying instruments. In addition,
structured investments are subject to the risks that the issuers of the
underlying securities may be unable or unwilling to repay principal and interest
(credit risk) and may request to reschedule or restructure outstanding debt and
to extend additional loan amounts (prepayment risk).
Some
derivative instruments, such as mortgage-related and other ABS, are in many
respects like any other investment, although they may be more volatile or less
liquid than more traditional debt securities.
There
are many different types of derivative instruments and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to attempt to protect a fund from exposure to changing interest rates,
securities prices or currency exchange rates, and for cash management purposes
as a low-cost method of gaining exposure to a particular securities market
without investing directly in those securities.
The
return on a derivative instrument may increase or decrease, depending upon
changes in the reference index or instrument to which it relates.
There
is a range of risks associated with investments in derivatives,
including:
•the
risk that the underlying security, interest rate, market index or other
financial asset will not move in the direction the portfolio managers anticipate
or that the value of the structured or derivative instrument will not move or
react to changes in the underlying security, interest rate, market index or
other financial asset as anticipated;
•the
possibility that there may be no liquid secondary market, which may make it
difficult or impossible to close out a position when desired;
•the
risk that daily limits on price fluctuations and speculative position limits on
exchanges on which a fund may conduct its transactions in derivative instruments
may prevent profitable liquidation of positions, subjecting a fund to the
potential of greater losses;
•the
risk that adverse price movements in an instrument can result in a loss
substantially greater than a fund’s initial investment;
•the
risk that the counterparty will fail to perform its obligations;
and
•the
risk that a fund will be subject to higher volatility because some derivative
instruments create leverage.
The
funds’ Board of Directors has reviewed the advisor’s derivatives risk management
program policy, which includes policies and procedures reasonably designed to
manage a fund’s derivatives
risk. Unless a fund qualifies as a limited derivatives user, the fund will be
required to participate in the derivatives risk management program, which
includes compliance with value-at-risk based leverage limits, oversight by a
derivatives risk manager, and additional reporting and disclosure regarding its
derivatives positions. A fund designated as a limited derivatives user has
policies and procedures to manage its aggregate derivatives risk. The advisor
will report on the derivatives risk management program to the Board of Directors
on a quarterly basis. The derivatives risk management program complies with
recently adopted Rule 18f-4. In connection with the adoption of Rule 18f-4, the
SEC also eliminated the existing asset segregation framework for covering
derivatives and certain financial instruments.
Equity
Securities and Equity Equivalent Securities
In
addition to investing in common stocks, the funds may invest in other equity
securities and equity equivalents, including securities that permit a fund to
receive an equity interest in an issuer, the opportunity to acquire an equity
interest in an issuer, or the opportunity to receive a return on its investment
that permits the fund to benefit from the growth over time in the equity of an
issuer. Examples of equity securities and equity equivalents include common
stock, preferred stock, securities convertible into common stock, stock futures
contracts and stock index futures contracts.
Preferred
stock is a type of equity security that generally pays dividends at a specified
rate and has preference over common stock in the liquidation of assets and
payment of dividends. Preferred stock may be structured similarly to a
long-dated or perpetual bond and does not ordinarily carry voting rights. Unlike
interest payments on a fixed-income security, preferred stock dividends
generally are only payable if declared by the issuer’s board of directors. A
board of directors, however, is usually not obligated to pay dividends even if
they have accrued. Additionally, if an issuer of preferred stock experiences
economic or financial difficulties, its preferred stock may lose value due to
the reduced likelihood that its board of directors will declare a dividend.
Preferred stocks are typically subordinated to bonds and other debt instruments
in an issuer’s capital structure, in which case, preferred stock dividends are
usually paid only after the company makes required payments to those bond and
other debt holders. Consequently, the value of preferred stock may react more
strongly than bonds and other debt to actual or perceived changes in a company’s
financial condition or prospects. Preferred stock may be substantially less
liquid than other securities.
Equity
equivalents also may include securities whose value or return is derived from
the value or return of a different security.
Foreign
Securities
The
funds may invest the following portions of their assets in the securities of
issuers located in developed foreign countries, including foreign governments
and their agencies, when these securities meet their standards of selection:
Equity Income, Mid Cap Value and Value up to 35%; and Focused Large Cap Value,
Small Cap Value and Small Cap Dividend up to 20%. In determining where a company
is located, the portfolio managers will consider various factors, including
where the company is headquartered, where the company’s principal operations are
located, where a majority of the company’s revenues are derived, where the
principal trading market is located and the country in which the company was
legally organized. The weighting given to each of these factors will vary
depending on the circumstances in a given case. The funds consider a security to
be an emerging markets security if its issuer is located outside the following
developed countries list, which is subject to change: Australia, Austria,
Belgium, Bermuda, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Israel, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the
United States.
The
funds may make such investments either directly in foreign securities or
indirectly by purchasing depositary receipts for foreign securities. Depositary
receipts, depositary shares or similar instruments are securities that are
listed on exchanges or quoted in the domestic over-the-counter markets in one
country, but represent shares of issuers domiciled in another country. Direct
investments in foreign securities may be made either on foreign securities
exchanges or in the over-the-counter markets.
The
funds may invest in common stocks, convertible securities, preferred stocks,
bonds, notes and other debt securities of foreign issuers, foreign governments
and their agencies.
Investments
in foreign securities generally involve greater risks than investing in
securities of domestic companies, including:
Currency
Risk
– The value of the foreign investments held by the funds may be significantly
affected by changes in currency exchange rates. The dollar value of a foreign
security generally decreases when the value of the dollar rises against the
foreign currency in which the security is denominated, and tends to increase
when the value of the dollar falls against such currency. In addition, the value
of fund assets may be affected by losses and other expenses incurred in
converting between various currencies in order to purchase and sell foreign
securities, and by currency restrictions, exchange control regulation, currency
devaluations
and
political developments. The funds may invest in forward currency exchange
contracts in an effort to mitigate the currency risk associated with foreign
investments. See Forward
Currency Exchange Contracts
on page 8.
Social,
Political and Economic Risk
– The economies of many of the countries in which the funds invest are not as
developed as the economy of the United States and may be subject to
significantly different forces. Political or social instability, expropriation,
nationalization, confiscatory taxation and limitations on the removal of funds
or other assets also could adversely affect the value of investments. Further,
the funds may find it difficult or be unable to enforce ownership rights, pursue
legal remedies or obtain judgments in foreign courts.
Regulatory
Risk
– Foreign companies generally are not subject to the regulatory controls imposed
on U.S. issuers and, in general, there is less publicly available information
about foreign securities than is available about domestic securities. Many
foreign companies are not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable
to domestic companies and there may be less stringent investor protection and
disclosure standards in some foreign markets. Certain jurisdictions do not
currently provide the Public Company Accounting Oversight Board (“PCAOB”) with
sufficient access to inspect audit work papers and practices, or otherwise do
not cooperate with U.S. regulators, potentially exposing investors in U.S.
capital markets to significant risks. Income from foreign securities owned by
the funds may be reduced by a withholding tax at the source, which would reduce
dividend income payable to shareholders.
Market
and Trading Risk
– Brokerage commission rates in foreign countries, which generally are fixed
rather than subject to negotiation as in the United States, are likely to be
higher. The securities markets in many of the countries in which the funds
invest have substantially less trading volume than the principal U.S. markets.
As a result, the securities of some companies in these countries may be less
liquid, more volatile and harder to value than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners. There
generally is less government regulation and supervision of foreign stock
exchanges, brokers and issuers, which may make it difficult to enforce
contractual obligations.
Clearance
and Settlement Risk
– Foreign securities markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in clearance and settlement could
result in temporary periods when assets of the funds are uninvested and no
return is earned. The funds’ inability to make intended security purchases due
to clearance and settlement problems could cause them to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to
clearance and settlement problems could result either in losses to the funds due
to subsequent declines in the value of the portfolio security or, if the fund
has entered into a contract to sell the security, liability to the
purchaser.
Ownership
Risk
– Evidence of securities ownership may be uncertain in many foreign countries.
As a result, there may be a risk that a fund’s trade details could be
incorrectly or fraudulently entered at the time of the transaction, resulting in
a loss to the fund.
Sanctions
–
The U.S. may impose economic sanctions against companies in various sectors of
certain countries. This could limit a fund's investment opportunities in such
countries, impairing the fund’s ability to invest in accordance with its
investment strategy and/or to meet its investment objective. For example, a fund
may be prohibited from investing in securities issued by companies subject to
such sanctions. In addition, the sanctions may require a fund to freeze its
existing investments in sanctioned companies, prohibiting the fund from selling
or otherwise transacting in these investments. Current sanctions or the threat
of potential sanctions may also impair the value or liquidity of affected
securities and negatively impact a fund.
In
early 2022, the United States and countries throughout the world imposed
economic sanctions on Russia in response to its military invasion of Ukraine.
The sanctions are broad and include restrictions on the Russian government as
well as Russian companies, individuals, and banking entities. The sanctions and
other measures, such as boycotts or changes in consumer preferences, will likely
cause declines in the value and liquidity of Russian securities, downgrades in
the credit ratings of Russian securities, devaluation of Russia’s currency, and
increased market volatility and disruption in Russia and throughout the world.
Sanctions and similar measures, such as banning Russia from financial
transaction systems that facilitate international transfers of funds, could
limit or prevent the funds from selling and buying impacted securities both in
Russia and in other markets. Such measures will likely cause significant delay
in the settlement of impacted securities transactions or prevent settlement all
together. The lack of available market prices for such securities may cause the
funds to use fair value procedures to value certain securities. The consequences
of the war and sanctions may negatively impact other regional and global
economic markets. Additionally, Russia may take counter measures or engage in
retaliatory actions—including cyberattacks and espionage—which could further
disrupt global markets and supply chains. Companies in other countries that do
business with Russia and the global commodities market for oil and natural gas,
especially, will likely feel the impact of the sanctions. The sanctions,
together with the potential for a wider armed or cyber conflict, could increase
financial market volatility globally and negatively impact the funds’
performance beyond any direct exposure to Russian issuers or
securities.
Forward
Currency Exchange Contracts
Each
fund may purchase and sell foreign currency on a spot (i.e., cash) basis and may
engage in forward currency contracts, currency options and futures transactions
for hedging or any other lawful purpose. See Derivative
Instruments
on page 6.
The
funds expect to use forward currency contracts under two
circumstances:
(1)When
the portfolio managers are purchasing or selling a security denominated in a
foreign currency and wish to lock in the U.S. dollar price of that security, the
portfolio managers would be able to enter into a forward currency contract to do
so; or
(2)When
the portfolio managers believe the currency of a particular foreign country may
suffer a substantial decline against the U.S. dollar, a fund would be able to
enter into a forward currency contract to sell foreign currency for a fixed U.S.
dollar amount approximating the value of some or all of its portfolio securities
either denominated in, or whose value is tied to, such foreign
currency.
In
the first circumstance, when a fund enters into a trade for the purchase or sale
of a security denominated in a foreign currency, it may be desirable to
establish (lock in) the U.S. dollar cost or proceeds. By entering into forward
currency contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.
In
the second circumstance, when the portfolio managers believe that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a forward currency contract to sell for a fixed
dollar amount the amount in foreign currencies approximating the value of some
or all of its portfolio securities either denominated in, or whose value is tied
to, such foreign currency. A fund will generally cover outstanding forward
contracts by maintaining liquid portfolio securities denominated in, or whose
value is tied to, the currency underlying the forward contract or the currency
being hedged. To the extent that a fund is not able to cover its forward
currency positions with underlying portfolio securities, the fund will segregate
on its records cash or other liquid assets having a value equal to the aggregate
amount of the fund’s commitments under the forward currency
contract.
The
precise matching of forward currency contracts in the amounts and values of
securities involved generally would not be possible because the future values of
foreign currencies will change due to market movements in the values of those
securities between the date the forward currency contract is entered into and
the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the portfolio
managers believe that it is important to have flexibility to enter into such
forward currency contracts when they determine that a fund’s best interests may
be served.
When
the forward currency contract matures, the fund may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate the obligation to deliver the foreign currency by
purchasing an offsetting forward currency contract with the same currency trader
that obligates the fund to purchase, on the same maturity date, the same amount
of the foreign currency.
It
is impossible to forecast with absolute precision the market value of portfolio
securities at the expiration of the forward currency contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency that the fund is obligated to deliver.
Futures
and Options
Each
fund may enter into futures contracts, options and options on futures contracts.
Futures contracts provide for the sale by one party and purchase by another
party of a specific security at a specified future time and price. Generally,
futures transactions will be used to:
•protect
against a decline in market value of the funds’ securities (taking a short
futures position),
•protect
against the risk of an increase in market value for securities in which the fund
generally invests at a time when the fund is not fully invested (taking a long
futures position), or
•provide
a temporary substitute for the purchase of an individual security that may not
be purchased in an orderly fashion.
Some
futures and options strategies, such as selling futures, buying puts and writing
calls, hedge a fund’s investments against price fluctuations. Other strategies,
such as buying futures, writing puts and buying calls, tend to increase market
exposure.
Although
other techniques may be used to control a fund’s exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a fund pays brokerage commissions in connection
with opening and closing out futures positions, these costs are lower than the
transaction costs incurred in the purchase and sale of the underlying
securities.
For
example, the sale of a future by a fund means the fund becomes obligated to
deliver the security (or securities, in the case of an index future) at a
specified price on a specified date. The portfolio managers may engage in
futures and options transactions, provided that the transactions are consistent
with the fund’s investment objectives. An example of an index that may be used
is the S&P 500 Index for equity funds. The managers may engage in futures
and options transactions based on specific securities. Futures contracts are
traded on national futures exchanges. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission (CFTC), a U.S. government agency.
Index
futures contracts differ from traditional futures contracts in that when
delivery takes place, no stocks or bonds change hands. Instead, these contracts
settle in cash at the spot market value of the index. Although other types of
futures contracts by their terms
call
for actual delivery or acceptance of the underlying securities, in most cases
the contracts are closed out before the settlement date. A futures position may
be closed by taking an opposite position in an identical contract (i.e., buying
a contract that has previously been sold or selling a contract that has
previously been bought).
Unlike
when the fund purchases or sells a security, no price is paid or received by the
fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount. This amount is known as initial margin. The
margin deposit is intended to ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction for purposes of the fund’s investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be
revised.
In
addition, brokers may establish margin deposit requirements that are higher than
the exchange minimums. Cash held in the margin accounts generally is not
income-producing. However, coupon-bearing securities, such as Treasury bills and
bonds, held in margin accounts generally will earn income. Subsequent payments
to and from the broker, called variation margin, will be made on a daily basis
as the price of the underlying security or index fluctuates, making the future
more or less valuable, a process known as marking the contract to market.
Changes in variation margin are recorded by the fund as unrealized gains or
losses. At any time prior to expiration of the future, the fund may elect to
close the position by taking an opposite position. A final determination of
variation margin is then made; additional cash is required to be paid by or
released to the fund, and the fund realizes a loss or gain.
By
buying a put option, a fund obtains the right (but not the obligation) to sell
the instrument underlying the option at a fixed strike price and in return a
fund pays the current market price for the option (known as the option premium).
A fund may terminate its position in a put option it has purchased by allowing
it to expire, by exercising the option or by entering into an offsetting
transaction, if a liquid market exists. If the option is allowed to expire, a
fund will lose the entire premium it paid. If a fund exercises a put option on a
security, it will sell the instrument underlying the option at the strike price.
The buyer of a typical put option can expect to realize a gain if the value of
the underlying instrument falls substantially. However, if the price of the
instrument underlying the option does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss limited to the
amount of the premium paid, plus related transaction costs.
The
features of call options are essentially the same as those of put options,
except that the buyer of a call option obtains the right to purchase, rather
than sell, the instrument underlying the option at the option’s strike price.
The buyer of a typical call option can expect to realize a gain if the value of
the underlying instrument increases substantially and can expect to suffer a
loss if security prices do not rise sufficiently to offset the cost of the
option.
When
a fund writes a put option, it takes the opposite side of the transaction from
the option’s buyer. In return for the receipt of the premium, a fund assumes the
obligation to pay the strike price for the instrument underlying the option if
the other party to the option chooses to exercise it. A fund may seek to
terminate its position in a put option it writes before exercise by purchasing
an offsetting option in the market at its current price. Otherwise, a fund must
continue to be prepared to pay the strike price while the option is outstanding,
regardless of price changes, and must continue to post margin as discussed
below. If the price of the underlying instrument rises, a put writer would
generally realize as profit the premium it received. If the price of the
underlying instrument remains the same over time, it is likely that the writer
will also profit, because it should be able to close out the option at a lower
price. If the price of the underlying instrument falls, the put writer would
expect to suffer a loss.
A
fund writing a call option is obligated to sell or deliver the option’s
underlying instrument in return for the strike price upon exercise of the
option. Writing calls generally is a profitable strategy if the price of the
underlying instrument remains the same or falls. A call writer offsets part of
the effect of a price decline by receipt of the option premium, but gives up
some ability to participate in security price increases. The writer of an
exchange traded put or call option on a security, an index of securities or a
futures contract is required to deposit cash or securities or a letter of credit
as margin and to make mark to market payments of variation margin as the
position becomes unprofitable.
Risks
Related to Futures and Options Transactions
Futures
and options prices can be volatile, and trading in these markets involves
certain risks. If the portfolio managers apply a hedge at an inappropriate time
or judge interest rate or equity market trends incorrectly, futures and options
strategies may lower a fund’s return.
A
fund could suffer losses if it is unable to close out its position because of an
illiquid secondary market. Futures contracts may be closed out only on an
exchange that provides a secondary market for these contracts, and there is no
assurance that a liquid secondary market will exist for any particular futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the portfolio managers consider it appropriate or
desirable to do so. In the event of adverse price movements, a fund would be
required to continue making daily cash payments to maintain its required margin.
If the fund had insufficient cash, it might have to sell portfolio securities to
meet daily margin requirements at a time when the portfolio managers would not
otherwise do so. In addition, a fund may be required to deliver or take delivery
of instruments underlying futures contracts it holds. The portfolio managers
will seek to minimize these risks by limiting the contracts entered into on
behalf of the funds to those traded on national futures exchanges and for which
there appears to be a liquid secondary market.
A
fund could suffer losses if the prices of its futures and options positions were
poorly correlated with its other investments, or if securities underlying
futures contracts purchased by a fund had different maturities than those of the
portfolio securities being hedged. Such imperfect correlation may give rise to
circumstances in which a fund loses money on a futures contract at the same time
that it experiences a decline in the value of its hedged portfolio securities. A
fund also could lose margin payments it has deposited with a margin broker, if,
for example, the broker became bankrupt.
Most
futures exchanges limit the amount of fluctuation permitted in futures contract
prices during a single trading day. The daily limit establishes the maximum
amount that the price of a futures contract may vary either up or down from the
previous day’s settlement price at the end of the trading session. Once the
daily limit has been reached in a particular type of contract, no trades may be
made on that day at a price beyond the limit. However, the daily limit governs
only price movement during a particular trading day and, therefore, does not
limit potential losses. In addition, the daily limit may prevent liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.
Options
on Futures
By
purchasing an option on a futures contract, a fund obtains the right, but not
the obligation, to sell the futures contract (a put option) or to buy the
contract (a call option) at a fixed strike price. A fund can terminate its
position in a put option by allowing it to expire or by exercising the option.
If the option is exercised, the fund completes the sale of the underlying
security at the strike price. Purchasing an option on a futures contract does
not require a fund to make margin payments unless the option is
exercised.
Although
they do not currently intend to do so, the funds may write (or sell) call
options that obligate them to sell (or deliver) the option’s underlying
instrument upon exercise of the option. While the receipt of option premiums
would mitigate the effects of price declines, the funds would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call was written and would keep the contract open until the obligation to
deliver it expired.
Restrictions
on the Use of Futures Contracts and Options
Each
fund may enter into futures contracts, options, options on futures contracts, or
swap agreements as permitted by its investment policies and the CFTC rules. The
advisor has claimed an exclusion from the definition of the term “commodity pool
operator” under the Commodity Exchange Act and, therefore, the advisor is not
subject to registration or regulation as a commodity pool operator under that
Act with respect to its provision of services to each fund.
The
CFTC recently adopted certain rule amendments that may impose additional limits
on the ability of a fund to invest in futures contracts, options on futures,
swaps, and certain other commodity interests if its investment advisor does not
register with the CTFC as a “commodity pool operator” with respect to such fund.
It is expected that the funds will be able to execute their investment
strategies within the limits adopted by the CTFC’s rules. As a result, the
advisor does not intend to register with the CTFC as a commodity pool operator
on behalf of any of the funds. In the event that one of the funds engages in
transactions that necessitate future registration with the CFTC, the advisor
will register as a commodity pool operator and comply with applicable
regulations with respect to that fund.
To
the extent required by law, each fund will segregate cash, cash equivalents or
other appropriate liquid securities on its records in an amount sufficient to
cover its obligations under the futures contracts, options and swap
agreements.
Hybrid
Securities
Hybrid
securities have characteristics that differ from both common stocks and senior
debt securities, typically ranking senior to common stock and subordinate to
senior debt in an issuer’s capital structure. Hybrid securities may have
features such as deferrable and/or non-cumulative interest payments, long-dated
maturity or no maturity, reduced or no acceleration rights, and may be subject
to principal reduction without default under certain circumstances. Because of
these features, the managers may consider some hybrid securities to be equity or
equity equivalents and some to be debt securities based on each security’s
individual characteristics.
Initial
Public Offerings
The
funds may invest in initial public offerings (IPOs) of common stock or other
equity securities issued by a company. The purchase of securities in an IPO may
involve higher transaction costs than those associated with the purchase of
securities already traded on exchanges or other established markets. In addition
to the risks associated with equity securities generally, IPO securities may be
subject to additional risk due to factors such as the absence of a prior public
market, unseasoned trading and speculation, a potentially small number of
securities available for trading, limited information about the issuer and other
factors. These factors may cause IPO shares to be volatile in price. While a
fund may hold IPO securities for a period of time, it may sell them in the
aftermarket soon after the purchase, which could increase portfolio turnover and
lead to increased expenses such as commissions and transaction costs.
Investments in IPOs could have a magnified impact (either positive or negative)
on performance if a fund’s assets are relatively small. The impact of IPOs on a
fund’s performance may tend to diminish as assets grow.
Investment
in Issuers with Limited Operating Histories
Each
fund may invest up to 5% of its assets in the equity securities of issuers with
limited operating histories. The portfolio managers consider an issuer to have a
limited operating history if that issuer has a record of less than three years
of continuous operation. The managers will consider periods of capital
formation, incubation, consolidations, and research and development in
determining whether a particular issuer has a record of three years of
continuous operation.
Investments
in securities of issuers with limited operating histories may involve greater
risks than investments in securities of more mature issuers. By their nature,
such issuers present limited operating histories and financial information upon
which the managers may base their investment decision on behalf of the funds. In
addition, financial and other information regarding these issuers, when
available, may be incomplete or inaccurate.
For
purposes of this limitation, “issuers” refers to operating companies that issue
securities for the purposes of issuing debt or raising capital as a means of
financing their ongoing operations. It does not, however, refer to entities,
corporate or otherwise, that are created for the express purpose of securitizing
obligations or income streams. For example, a fund’s investments in a trust
created for the purpose of pooling mortgage obligations or other financial
assets would not be subject to the limitation.
LIBOR
Transition Risk
The
London Interbank Offered Rate (“LIBOR”) is a benchmark interest rate intended to
be representative of the rate at which major international banks who are members
of the British Bankers Association lend to one another over short-terms. LIBOR
is the most common benchmark interest rate index used to make adjustments to
variable-rate loans. Global banking and financial industries use LIBOR to
determine interest rates for a variety of financial instruments-such as debt
instruments and derivatives-and borrowing arrangements. Following manipulation
allegations, financial institutions have started the process of phasing out the
use of LIBOR. The transition process to a replacement rate or rates may
lead to increased volatility or illiquidity in markets for instruments that
currently rely on LIBOR. The transition may also result in a change in the value
of certain instruments the funds hold or a change in the cost of temporary
borrowing for the funds. As LIBOR is discontinued, the LIBOR replacement rate
may be lower than market expectations, which could have an adverse impact on the
value of preferred and debt-securities with floating or fixed-to-floating rate
coupons. The transition away from LIBOR could result in losses to the
funds.
Loans
of Portfolio Securities
In
order to realize additional income, a fund may lend its portfolio securities.
Such loans may not exceed one-third of the fund’s total assets valued at market,
however, this limitation does not apply to purchases of debt securities in
accordance with the fund’s investment objectives, policies and limitations, or
to repurchase agreements with respect to portfolio securities.
Cash
received from the borrower as collateral through loan transactions may be
invested in other eligible securities. Investing this cash subjects that
investment to market appreciation or depreciation. If a borrower defaults on a
securities loan because of insolvency or other reasons, the lending fund could
experience delays or costs in recovering the securities it loaned; if the value
of the loaned securities increased over the value of the collateral, the fund
could suffer a loss. To minimize the risk of default on securities loans, the
advisor adheres to guidelines prescribed by the Board of Directors governing
lending of securities. These guidelines strictly govern:
•the
type and amount of collateral that must be received by the fund;
•the
circumstances under which additions to that collateral must be made by
borrowers;
•the
return to be received by the fund on the loaned securities;
•the
limitations on the percentage of fund assets on loan; and
•the
credit standards applied in evaluating potential borrowers of portfolio
securities.
In
addition, the guidelines require that the fund have the option to terminate any
loan of a portfolio security at any time and set requirements for recovery of
securities from borrowers.
Other
Investment Companies
Each
of the funds may invest in other investment companies, such as closed-end
investment companies, unit investment trusts, exchange traded funds (ETFs) and
other open-end investment companies, provided that the investment is consistent
with the fund’s investment policies and restrictions. Under the Investment
Company Act, a fund’s investment in such securities, subject to certain
exceptions, currently is limited to
•3%
of the total voting stock of any one investment company;
•5%
of the fund’s total assets with respect to any one investment company;
and
•10%
of a fund’s total assets in the aggregate.
Such
exceptions may include reliance on Rule 12d1-4 of the Investment Company Act.
Rule 12d1-4, subject to certain requirements, would permit a fund to invest in
affiliated investment companies (other American Century mutual funds and ETFs)
and unaffiliated investment companies in excess of the limitations described
above.
A
fund’s investments in other investment companies may include money market funds
managed by the advisor. Investments in money market funds are not subject to the
percentage limitations set forth above.
As
a shareholder of another investment company, a fund would bear, along with other
shareholders, its pro rata portion of the other investment company’s expenses,
including advisory fees. These expenses would be in addition to the management
fee that each fund bears directly in connection with its own
operations.
ETFs
are a type of fund bought and sold on a securities exchange. An ETF trades like
common stock and may be actively managed or index-based. A fund may purchase an
ETF to temporarily gain exposure to a portion of the U.S. or a foreign market
while awaiting purchase of underlying securities, to gain exposure to specific
asset classes or sectors, or as a substitute for investing directly in
securities. The risks of owning an ETF generally reflect the risks of owning the
underlying securities. Additionally, because the price of ETF shares is based on
market price rather than net asset value (NAV), shares may trade at a price
greater than NAV (a premium) or less than NAV (a discount). A fund may also
incur brokerage commissions, as well as the cost of the bid/ask spread, when
purchasing or selling ETF shares.
Repurchase
Agreements
Each
fund may invest in repurchase agreements when they present an attractive
short-term return on cash that is not otherwise committed to the purchase of
securities pursuant to the investment policies of that fund.
A
repurchase agreement occurs when, at the time a fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the fund’s money is invested in the
security.
Because
the security purchased constitutes collateral for the repurchase obligation, a
repurchase agreement can be considered a loan collateralized by the security
purchased. The fund’s risk is the seller’s ability to pay the agreed-upon
repurchase price on the repurchase date. If the seller defaults, the fund may
incur costs in disposing of the collateral, which would reduce the amount
realized. If the seller seeks relief under the bankruptcy laws, the disposition
of the collateral may be delayed or limited. To the extent the value of the
security decreases, the fund could experience a loss.
The
funds will limit repurchase agreement transactions to securities issued by the
U.S. government and its agencies and instrumentalities, and will enter into such
transactions with those banks and securities dealers who are deemed creditworthy
by the funds’ advisor.
Repurchase
agreements maturing in more than seven days would count toward a fund’s 15%
limit on illiquid securities.
Restricted
and Illiquid Securities
The
funds may, from time to time, purchase restricted or illiquid securities,
including Rule 144A securities, when they present attractive investment
opportunities that otherwise meet the funds’ criteria for selection. Restricted
securities include securities that cannot be sold to the public without
registration under the Securities Act of 1933 or the availability of an
exemption from registration, or that are “not readily marketable” because they
are subject to other legal or contractual delays in or restrictions on resale.
Rule 144A securities are securities that are privately placed with and traded
among qualified institutional investors rather than the general public. Although
Rule 144A securities are considered restricted securities, they are not
necessarily illiquid.
With
respect to securities eligible for resale under Rule 144A, the advisor will
determine the liquidity of such securities pursuant to the fund's Liquidity Risk
Management Program, approved by the Board of Directors in accordance with Rule
22e-4.
Because
the secondary market for restricted securities is generally limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A or other
security that is illiquid. In such an event, the portfolio managers will
consider appropriate remedies to minimize the effect on that fund’s liquidity.
Each of the funds may invest no more than 15% of the value of its assets in
illiquid securities.
Short
Sales
A
fund engages in short selling when it sells a security it does not own. To sell
a security short, a fund must borrow the security. Each
fund may
engage in short sales for cash management purposes only if, at the time of the
short sale, the fund owns or has the right to acquire securities equivalent in
kind and amount to the securities being sold short.
In
a short sale, the seller does not immediately deliver the securities sold and is
said to have a short position in those securities until delivery occurs. To make
delivery to the purchaser, the executing broker borrows the securities being
sold short on behalf of the seller. While the short position is maintained, the
seller collateralizes its obligation to deliver the securities sold short in an
amount equal to the proceeds of the short sale plus an additional margin amount
established by the Board of Governors of the Federal Reserve. If a fund engages
in a short sale, the fund will segregate cash, cash equivalents or other
appropriate liquid securities on its records in an amount sufficient to meet the
purchase price. There will be additional transaction costs associated with short
sales, but the fund will endeavor to offset these costs with income from the
investment of the cash proceeds of short sales.
Short-Term
Securities
In
order to meet anticipated redemptions, anticipated purchases of additional
securities for a fund’s portfolio, or, in some cases, for temporary defensive
purposes, the funds may invest a portion of their assets in money market and
other short-term securities.
Examples
of those securities include:
•Securities
issued or guaranteed by the U.S. government and its agencies and
instrumentalities;
•Commercial
Paper;
•Certificates
of Deposit and Euro Dollar Certificates of Deposit;
•Bankers’
Acceptances;
•Short-term
notes, bonds, debentures or other debt instruments;
•Repurchase
agreements; and
•Money
market funds.
When-Issued
and Forward Commitment Agreements
The
funds may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the commitment is made, but payment and delivery occur at a future
date.
For
example, a fund may sell a security and at the same time make a commitment to
purchase the same or a comparable security at a future date and specified price.
Conversely, a fund may purchase a security and at the same time make a
commitment to sell the same or a comparable security at a future date and
specified price. These types of transactions are executed simultaneously in what
are known as dollar-rolls, buy/sell back transactions, cash and carry, or
financing transactions. For example, a broker-dealer may seek to purchase a
particular security that a fund owns. The fund will sell that security to the
broker-dealer and simultaneously enter into a forward commitment agreement to
buy it back at a future date. This type of transaction generates income for the
fund if the dealer is willing to execute the transaction at a favorable price in
order to acquire a specific security.
When
purchasing securities on a when-issued or forward commitment basis, a fund
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations. Market rates of interest on debt securities at the time of
delivery may be higher or lower than those contracted for on the when-issued
security. Accordingly, the value of the security may decline prior to delivery,
which could result in a loss to the fund. While the fund will make commitments
to purchase or sell securities with the intention of actually receiving or
delivering them, it may sell the securities before the settlement date if doing
so is deemed advisable as a matter of investment strategy.
To
the extent a fund remains fully invested or almost fully invested at the same
time it has purchased securities on a when-issued basis, there will be greater
fluctuations in its net asset value than if it solely set aside cash to pay for
when-issued securities. When the time comes to pay for the when-issued
securities, a fund will meet its obligations with available cash, through the
sale of securities, or, although it would not normally expect to do so, by
selling the when-issued securities themselves (which may have a market value
greater or less than the fund’s payment obligation). Selling securities to meet
when-issued or forward commitment obligations may generate taxable capital gains
or losses.
Unless
otherwise indicated, with the exception of the percentage limitations on
borrowing, the following policies apply at the time a fund enters into a
transaction. Accordingly, any later increase or decrease beyond the specified
limitation resulting from a change in a fund’s assets will not be considered in
determining whether it has complied with its investment policies.
Fundamental
Investment Policies
The
funds’ fundamental investment policies are set forth below. These investment
policies, a fund’s status as diversified, and, except for Small Cap Dividend, a
fund’s investment objective set forth in its prospectus may not be changed
without approval of a majority of the outstanding votes of shareholders of a
fund. Under the Investment Company Act, the vote of a majority of the
outstanding votes of shareholders means, the vote of (A) 67 percent or more of
the voting securities present at a shareholder meeting, if the holders of more
than 50 percent of the outstanding voting securities are present or represented
by proxy; or (B) more than 50 percent of the outstanding voting securities,
whichever is less.
|
|
|
|
|
|
|
Subject |
Policy |
Senior
Securities |
A
fund may not issue senior securities, except as permitted under the
Investment Company Act. |
| Borrowing |
A
fund may not borrow money, except that a fund may borrow for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33⅓% of the fund’s total assets (including the amount borrowed)
less liabilities (other than borrowings). |
| Lending |
A
fund may not lend any security or make any other loan if, as a result,
more than 33⅓% of the fund’s total assets would be lent to other parties
except, (i) through the purchase of debt securities in accordance with its
investment objectives, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities. |
| Real
Estate |
A
fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments. This policy shall not
prevent a fund from investing in securities or other instruments backed by
real estate or securities of companies that deal in real estate or are
engaged in the real estate business. |
| Concentration |
The
funds may not concentrate their investments in securities of issuers in a
particular industry (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities). |
| Underwriting |
A
fund may not act as an underwriter of securities issued by others, except
to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted
securities. |
| Commodities |
A
fund may not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments, provided that this
limitation shall not prohibit the fund from purchasing or selling options
and futures contracts or from investing in securities or other instruments
backed by physical commodities. |
| Control |
A
fund may not invest for purposes of exercising control over
management. |
For
purposes of the investment policy relating to senior securities, a fund may
borrow from any bank provided that immediately after any such borrowing there is
asset coverage of at least 300% for all borrowings of such fund. In the event
that such asset coverage falls below 300%, the fund shall, within three days
thereafter (not including Sundays and holidays) or such longer period as the SEC
may prescribe by rules and regulations, reduce the amount of its borrowings to
an extent that the asset coverage of such borrowings is at least 300%. In
addition, when a fund enters into certain transactions involving potential
leveraging, it will hold offsetting positions or segregate assets to cover such
obligations at levels consistent with the guidance of the SEC and its
staff.
For
purposes of the investment policies relating to lending and borrowing, the funds
have received an exemptive order from the SEC regarding an interfund lending
program. Under the terms of the exemptive order, the funds may borrow money from
or lend money to other American Century Investments-advised funds that permit
these transactions. All such transactions will be subject to the limits for
borrowing and lending set forth above. The funds will borrow money through the
program only when the costs are equal to or lower than the costs of short-term
bank loans. Interfund loans and borrowings normally extend only overnight, but
can have a maximum duration of seven days. The funds will lend through the
program only when the returns are higher than those available from other
short-term instruments (such as repurchase agreements). The funds may have to
borrow from a bank at a higher interest rate if an interfund loan is called or
not renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs. For purposes of the funds’
investment policy relating to borrowing, short positions held by the funds are
not considered borrowings.
For
purposes of the investment policy relating to concentration, the funds shall not
purchase any securities that would cause 25% or more of the value of the fund’s
net assets at the time of purchase to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that
(a)there
is no limitation with respect to obligations issued or guaranteed by the U.S.
government, any state, territory or possession of the United States, the
District of Columbia or any of their authorities, agencies, instrumentalities or
political subdivisions and repurchase agreements secured by such obligations
(except that an Industrial Development Bond backed only by the assets and
revenues of a non-governmental user will be deemed to be an investment in the
industry represented by such user);
(b)wholly
owned finance companies will be considered to be in the industries of their
parents if their activities are primarily related to financing the activities of
their parents;
(c)utilities
will be divided according to their services, for example, gas, gas transmission,
electric and gas, electric and telephone will each be considered a separate
industry; and
(d)personal
credit and business credit businesses will be considered separate
industries.
Nonfundamental
Investment Policies
In
addition, the funds are subject to the following investment policies that are
not fundamental. These policies, along with the investment objective of Small
Cap Dividend as set forth in its prospectus, may be changed by the Board of
Directors.
|
|
|
|
|
|
|
Subject |
Policy |
| Leveraging |
A
fund may not purchase additional investment securities at any time when
outstanding borrowings exceed 5% of the total assets of the
fund. |
| Liquidity |
A
fund may not purchase any security or enter into a repurchase agreement
if, as a result, more than 15% of its net assets would be invested in
illiquid securities. Illiquid securities include repurchase agreements not
entitling the holder to payment of principal and interest within seven
days, and securities that are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available
market. |
| Short
Sales |
A
fund may not sell securities short unless it owns or has the right to
obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in futures contracts and options are
not deemed to constitute selling securities short. |
| Margin |
A
fund may not purchase securities on margin, except to obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments and other deposits in connection with
transactions involving futures, options (puts, calls, etc.), swaps, short
sales, forward contracts, commitment agreements, and other similar
investment techniques shall not be deemed to constitute purchasing
securities on margin.
|
Futures
and
Options |
A
fund may enter into futures contracts and write and buy put and call
options relating to futures contracts. A fund may not, however, enter into
leveraged futures transactions if it would be possible for the fund to
lose more than the notional value of the investment. |
Issuers
with
Limited
Operating
Histories |
A
fund may invest a portion of its assets in the equity securities of
issuers with limited operating histories. An issuer is considered to have
a limited operating history if that issuer has a record of less than three
years of continuous operation. Periods of capital formation, incubation,
consolidations, and research and development may be considered in
determining whether a particular issuer has a record of three years of
continuous operation. |
For
purposes of the funds’ investment policy related to short sales, short positions
in derivative instruments taken by the funds are not considered selling
securities short.
The
Investment Company Act imposes certain additional restrictions upon the funds’
ability to acquire securities issued by insurance companies, broker-dealers,
underwriters or investment advisors, and upon transactions with affiliated
persons as defined by the Act. It also defines and forbids the creation of cross
and circular ownership. Neither the SEC nor any other agency of the federal or
state government participates in or supervises the management of the funds or
their investment practices or policies.
For
temporary defensive purposes, each fund may invest in securities that may not
fit its investment objective or its stated market. During a temporary defensive
period, the fund may direct its assets to the following investment
vehicles:
•interest-bearing
bank accounts or certificates of deposit;
•U.S.
government securities and repurchase agreements collateralized by U.S.
government securities; and
•other
money market funds.
To
the extent a fund assumes a defensive position, it may not achieve its
investment objective.
The
portfolio turnover rate of each fund for its most recent fiscal year is included
in the Fund
Summary
section of that fund’s prospectus. The portfolio turnover rate for each fund’s
last five fiscal years (or a shorter period if the fund is less than five years
old) is shown in the Financial Highlights tables in the prospectus. Variations
in a fund’s portfolio turnover rate from year to year may be due to a
fluctuating volume of shareholder purchase and redemption activity, varying
market conditions, and/or changes in the managers’ investment
outlook.
Focused
Large Cap Value
The
portfolio managers of Focused Large Cap Value purchase portfolio securities with
a view to the long-term investment merits of each security and, consequently,
the fund may hold its investment securities for several years. However, the
decision to purchase or sell any security is ultimately based upon the
anticipated contribution of the security to the stated objective of the fund. In
order to achieve the fund’s objective, the portfolio managers may sell a given
security regardless of the time it has been held in the portfolio. Portfolio
turnover may affect the character of capital gains realized and distributed by
the fund, if any, because short-term capital gains are characterized as ordinary
income. Higher turnover would generate correspondingly higher brokerage
commissions, which is a cost the fund pays directly.
Other
Funds
With
respect to each other fund, the portfolio managers will sell securities without
regard to the length of time the security has been held. Accordingly, each other
fund’s portfolio turnover rates may be substantial.
The
portfolio managers intend to purchase a given security whenever they believe it
will contribute to the stated objective of a particular fund. In order to
achieve each fund’s investment objectives, the portfolio managers may sell a
given security regardless of the length of time it has been held in the
portfolio and regardless of the gain or loss realized on the sale. The managers
may sell a portfolio security if they believe that the security is not
fulfilling its purpose because, among other things, it did not live up to the
managers’ expectations, because it may be replaced with another security holding
greater promise, because it has reached its optimum potential, because of a
change in the circumstances of a particular company or industry or in general
economic conditions, or because of some combination of such
reasons.
When
a general decline in security prices is anticipated, the funds may decrease or
eliminate entirely their equity positions and increase their cash positions, and
when a general rise in price levels is anticipated, the funds may increase their
equity positions and decrease their cash positions. However, it should be
expected that the funds will, under most circumstances, be essentially fully
invested in equity securities.
Because
investment decisions are based on a particular security’s anticipated
contribution to a fund’s investment objective, the managers believe that the
rate of portfolio turnover is irrelevant when they determine that a change is in
order to pursue the fund’s investment objective. As a result, a fund’s annual
portfolio turnover rate cannot be anticipated and may be higher than that of
other mutual funds with similar investment objectives. Higher turnover would
generate correspondingly greater brokerage commissions, which is a cost the
funds pay directly. Portfolio turnover also may affect the character of capital
gains realized and distributed by the fund, if any, because short-term capital
gains are characterized as ordinary income.
Because
the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have no intention of maintaining any
particular rate of portfolio turnover, whether high or low; and (2) the
portfolio turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.
ACIM
has adopted policies and procedures with respect to the disclosure of fund
portfolio holdings and characteristics, which are described below.
Distribution
to the Public
Month-end
full portfolio holdings for each fund will generally be made available for
distribution 15 days after the end of each calendar quarter for each of the
preceding three months. This disclosure is in addition to the portfolio
disclosure in annual and semiannual shareholder reports and the quarter-end
portfolio disclosures on Form N-PORT. Such disclosures are filed with the
Securities and Exchange Commission within 60 days of each fiscal quarter end and
also posted on americancentury.com at approximately the same time the filings
are made. The distribution of holdings after the above time periods is not
limited.
On
a monthly basis, top 10 holdings (on an absolute basis and relative to the
appropriate benchmark) for each fund will generally be made available for
distribution 7 days after the end of each month, and will be posted on
americancentury.com at approximately the same time.
Portfolio
characteristics that are derived from portfolio holdings will be made available
for distribution 7 days after the end of each month, or as soon thereafter as
possible, which timeframe may vary by fund. Certain characteristics, as
determined by the advisor, will be posted on americancentury.com monthly at
approximately the time they are made available for distribution. Data derived
from portfolio returns and any other characteristics not deemed confidential
will be available for distribution at any time. The advisor may make
determinations of confidentiality on a fund-by-fund basis, and may add or delete
characteristics to or from those considered confidential at any
time.
Any
American Century Investments fund that sells securities short as an investment
strategy will disclose full portfolio holdings in annual and semiannual
shareholder reports and on Form N-PORT. These funds will make long and short
holdings as of the end of a calendar quarter available for distribution 15 days
after the end of each calendar quarter. These funds may also make limited
disclosures as noted in the Single Event Requests section below. The
distribution of holdings after the above time periods is not
limited.
Examples
of securities (both long and short) currently or previously held in a portfolio
may be included in presentations or other marketing documents as soon as
available. The inclusion of such examples is at the relevant portfolio’s team
discretion.
So
long as portfolio holdings are disclosed in accordance with the above
parameters, the advisor makes no distinction among different categories of
recipients, such as individual investors, institutional investors,
intermediaries that distribute the funds’ shares, third-party service providers,
rating and ranking organizations, and fund affiliates. Because this information
is publicly available and widely disseminated, the advisor places no conditions
or restrictions on, and does not monitor, its use. Nor does the advisor require
special authorization for its disclosure.
Accelerated
Disclosure
The
advisor recognizes that certain parties, in addition to the advisor and its
affiliates, may have legitimate needs for information about portfolio holdings
and characteristics prior to the times prescribed above. Such accelerated
disclosure is permitted under the circumstances described below.
Ongoing
Arrangements
Certain
parties, such as investment consultants who provide regular analysis of fund
portfolios for their clients and intermediaries who pass through information to
fund shareholders, may have legitimate needs for accelerated disclosure. These
needs may include, for example, the preparation of reports for customers who
invest in the funds, the creation of analyses of fund characteristics for
intermediary or consultant clients, the reformatting of data for distribution to
the intermediary’s or consultant’s clients, and the review of fund performance
for ERISA fiduciary purposes.
In
such cases, accelerated disclosure is permitted if the service provider enters
an appropriate non-disclosure agreement with the funds’ distributor in which it
agrees to treat the information confidentially until the public distribution
date and represents that the information will be used only for the legitimate
services provided to its clients (i.e., not for trading). Non-disclosure
agreements require the approval of an attorney in the advisor’s legal
department. The advisor’s compliance department receives quarterly reports
detailing which clients received accelerated disclosure, what they received,
when they received it and the purposes of such disclosure. Compliance personnel
are required to confirm that an appropriate non-disclosure agreement has been
obtained from each recipient identified in the reports.
Those
parties who have entered into non-disclosure agreements as of March
31, 2022
are as follows:
•Aetna
Inc.
•Alight
Solutions LLC
•AllianceBernstein
L.P.
•American
Fidelity Assurance Co.
•Ameritas
Life Insurance Corporation
•AMP
Capital Investors Limited
•Annuity
Investors Life Insurance Company
•Aon
Hewitt Investment Consulting
•Athene
Annuity & Life Assurance Company
•AUL/American
United Life Insurance Company
•AXA
Equitable Funds Management Group, LLC
•Bell
Globemedia Publishing
•Bellwether
Consulting, LLC
•BNY
Mellon Performance & Risk Analytics, LLC
•Brighthouse
Life Insurance Company
•Callan
Associates, Inc.
•Calvert
Asset Management Company, Inc.
•Cambridge
Associates, LLC
•Cambridge
Financial Services, Inc.
•Capital Cities,
LLC
•Charles
Schwab & Co., Inc.
•Clearwater
Analytics, LLC
•Cleary
Gull Inc.
•Commerce
Bank
•Connecticut
General Life Insurance Company
•Corestone
Investment Managers AG
•Corning
Incorporated
•Curcio
Webb LLC
•Deutsche
AM Distributors, Inc.
•Eckler
Partners Ltd.
•Electra
Information Systems, Inc.
•Equitable
Investment Management Group, LLC
•EquiTrust
Life Insurance Company
•Farm
Bureau Life Insurance Company
•FCA
US LLC
•Fidelity
Workplace Services, LLC
•FIL
Investment Management
•Finance-Doc
Multimanagement AG
•Fund
Evaluation Group, LLC
•Gavion,
LLC
•Government
Employees Pension Service
•Great-West
Financial Retirement Plan Services, LLC
•The
Guardian Life Insurance Company of America
•ICMA
Retirement Corporation
•Intel
Corporation
•InvesTrust
Consulting, LLC
•Iron
Capital Advisors
•Jefferson
National Life Insurance Company
•JLT
Investment Management Limited
•John
Hancock Financial Services, Inc.
•Kansas
City Life Insurance Company
•Kiwoom
Asset Management
•Kmotion,
Inc.
•Korea
Investment Management Co. Ltd.
•Korea
Teachers Pension
•Legal
Super Pty Ltd.
•The
Lincoln National Life Insurance Company
•Lipper
Inc.
•Marquette
Associates
•Massachusetts
Mutual Life Insurance Company
•Mercer
Investment Management, Inc.
•Merrill
Lynch
•Midland
National Life Insurance Company
•Minnesota
Life Insurance Company
•Modern
Woodmen of America
•Montana
Board of Investments
•Morgan
Stanley Smith Barney LLC
•Morningstar
Investment Management LLC
•Morningstar,
Inc.
•Morningstar
Investment Services, Inc.
•MUFG
Union Bank, NA
•Mutual
of America Life Insurance Company
•National
Life Insurance Company
•Nationwide
Financial
•NEPC
•The
Newport Group
•Nomura
Asset Management U.S.A. Inc.
•Nomura
Securities International, Inc.
•The
Northern Trust Company
•Northwestern
Mutual Life Insurance Co.
•NYLIFE
Distributors, LLC
•Old
Mutual Global Investors (UK) Limited
•Pacific
Life Insurance Company
•Pavilion
Advisory Group Inc.
•Principal
Life Insurance Company
•Prudential
Financial
•RidgeWorth
Capital Management, Inc.
•Rocaton
Investment Advisors, LLC
•RSM
US Wealth Management LLC
•RVK,
Inc.
•S&P
Financial Communications
•Säästöpankki
(The Savings Banks)
•Security
Benefit Life Insurance Co.
•Shinhan
BNP Paribas Asset Management
•SP-Fund
Management Ltd.
•State
Street Global Exchange
•SunTrust
Bank
•Symetra
Life Insurance Company
•Tokio
Marine Asset Management Co., Ltd.
•Towers
Watson Investment Services, Inc.
•Towers
Watson Limited
•UBS
Financial Services, Inc.
•UBS
Wealth Management
•Valic
Financial Advisors Inc.
•VALIC
Retirement Services Company
•Vestek
Systems, Inc.
•Voya
Retirement Insurance and Annuity Company
•Wells
Fargo Bank, N.A.
•Wilshire
Associates Incorporated
•Zeno
Consulting Group, LLC
Once
a party has executed a non-disclosure agreement, it may receive any or all of
the following data for funds in which its clients have investments or are
actively considering investment:
(1) Full
holdings (both long and short) quarterly as soon as reasonably available;
(2) Full
holdings (long only) monthly as soon as reasonably available;
(3) Top
10 holdings monthly as soon as reasonably available; and
(4) Portfolio
attributes (such as sector or country weights), characteristics and performance
attribution monthly as soon as reasonably available.
The
types, frequency and timing of disclosure to such parties vary.
Single
Event Requests
In
certain circumstances, the advisor may provide fund holding information on an
accelerated basis outside of an ongoing arrangement with manager-level or higher
authorization. For example, from time to time the advisor may receive requests
for proposals (RFPs) from consultants or potential clients that request
information about a fund’s holdings on an accelerated basis. As long as such
requests are on a one-time basis, and do not result in continued receipt of
data, such information may be provided in the RFP. In these circumstances, top
15 long and short holdings may be disclosed 7 days after the end of each month.
Such disclosure may be presented in paired trades, such as by showing a long
holding in one sector or security and a corresponding short holding in another
sector or security together to show a long/short strategy. Such information will
be provided with a
confidentiality
legend and only in cases where the advisor has reason to believe that the data
will be used only for legitimate purposes and not for trading.
Service
Providers
Various
service providers to the funds and the funds’ advisor must have access to some
or all of the funds’ portfolio holdings information on an accelerated basis from
time to time in the ordinary course of providing services to the funds. These
service providers include the funds’ custodian (daily, with no lag), auditors
(as needed) and brokers involved in the execution of fund trades (as needed).
Additional information about these service providers and their relationships
with the funds and the advisor are provided elsewhere in this statement of
additional information. In addition, the funds’ investment advisor may use
analytical systems provided by third party data aggregators who have access to
the funds’ portfolio holdings daily, with no lag. These data aggregators enter
into separate non-disclosure agreements after authorization by an appropriate
officer of the advisor. The agreements with service providers and data
aggregators generally require that they treat the funds’ portfolio holdings
information confidentially until the public distribution date and represent that
the information will be used only for the legitimate services it provides (i.e.,
not for trading).
Additional
Safeguards
The
advisor’s policies and procedures include a number of safeguards designed to
control disclosure of portfolio holdings and characteristics so that such
disclosure is consistent with the best interests of fund shareholders, including
procedures to address conflicts between the interests of shareholders and those
of the advisor and its affiliates. First, the frequency with which this
information is disclosed to the public, and the length of time between the date
of the information and the date on which the information is disclosed, are
selected to minimize the possibility of a third party improperly benefiting from
fund investment decisions to the detriment of fund shareholders. In the event
that a request for portfolio holdings or characteristics creates a potential
conflict of interest that is not addressed by the safeguards and procedures
described above, the advisor’s procedures require that such requests may only be
granted with the approval of the advisor’s legal department and the relevant
chief investment officers. In addition, distribution of portfolio holdings
information, including compliance with the advisor’s policies and the resolution
of any potential conflicts that may arise, is monitored quarterly by the
advisor’s compliance department. Finally, the funds’ Board of Directors
exercises oversight of disclosure of the funds’ portfolio securities. The board
has received and reviewed a summary of the advisor’s policy and is informed on a
quarterly basis of any changes to or violations of such policy detected during
the prior quarter.
Neither
the advisor nor the funds receive any compensation from any party for the
distribution of portfolio holdings information.
The
advisor reserves the right to change its policies and procedures with respect to
the distribution of portfolio holdings information at any time. There is no
guarantee that these policies and procedures will protect the funds from the
potential misuse of holdings information by individuals or firms in possession
of such information.
The
individuals listed below serve as directors of the funds. Each director will
continue to serve in this capacity until death, retirement, resignation or
removal from office. The board has adopted a mandatory retirement age for
directors who are not “interested persons,” as that term is defined in the
Investment Company Act (independent directors). Independent directors shall
retire on December 31 of the year in which they reach their 75th birthday.
Jonathan
S. Thomas is an “interested person” because he currently serves as President and
Chief Executive Officer of American Century Companies, Inc. (ACC), the parent
company of American Century Investment Management, Inc. (ACIM or the advisor).
The other directors (more than three-fourths of the total number) are
independent. They are not employees, directors or officers of, and have no
financial interest in, ACC or any of its wholly owned, direct or indirect,
subsidiaries, including ACIM, American Century Investment Services, Inc. (ACIS)
and American Century Services, LLC (ACS), and they do not have any other
affiliations, positions or relationships that would cause them to be considered
“interested persons” under the Investment Company Act. The directors serve in
this capacity for seven (in the case of Jonathan S. Thomas, 16; and Stephen E.
Yates, 8) registered investment companies in the American Century Investments
family of funds.
The
following table presents additional information about the directors. The mailing
address for each director is 4500 Main Street, Kansas City, Missouri
64111.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
(Year of Birth)
|
Position(s)
Held
with
Funds
|
Length
of
Time
Served
|
Principal
Occupation(s) During Past 5 Years
|
Number
of
American
Century
Portfolios
Overseen
by
Director |
Other
Directorships
Held
During Past
5
Years
|
|
Independent
Directors
|
|
|
|
|
| Thomas
W. Bunn (1953) |
Director |
Since
2017 |
Retired |
64 |
None |
|
Chris
H. Cheesman
(1962) |
Director |
Since
2019 |
Retired.
Senior Vice President & Chief Audit Executive, AllianceBernstein
(1999 to 2018) |
64 |
Alleghany
Corporation |
Barry
Fink
(1955) |
Director |
Since
2012 (independent since 2016) |
Retired |
64 |
None |
|
Rajesh
K. Gupta (1960) |
Director |
Since
2019 |
Partner
Emeritus, SeaCrest
Investment Management
and SeaCrest
Wealth Management
(2019 to present); Chief Executive Officer and Chief Investment Officer,
SeaCrest
Investment Management
(2006 to 2019); Chief Executive Officer and Chief Investment
Officer, SeaCrest
Wealth Management
(2008 to 2019) |
64 |
None |
|
Lynn
Jenkins (1963) |
Director |
Since
2019 |
Consultant,
LJ
Strategies
(2019 to present); United States Representative,
U.S. House of Representatives (2009
to 2018) |
64 |
MGP
Ingredients, Inc.
(2019
to 2021) |
Jan
M. Lewis
(1957) |
Director
and Board Chair |
Since
2011
(Board Chair since 2022) |
Retired |
64 |
None |
Stephen
E. Yates
(1948) |
Director |
Since
2012 |
Retired |
105 |
None |
|
Interested
Director
|
|
|
|
|
Jonathan
S. Thomas
(1963) |
Director
|
Since
2007 |
President
and Chief Executive Officer, ACC
(2007 to present). Also serves as Chief Executive Officer, ACS;
Director, ACC
and other ACC
subsidiaries |
139 |
|
Qualifications
of Directors
Generally,
no one factor was decisive in the selection of the directors to the board.
Qualifications considered by the board 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
individuals’ ability to review and critically evaluate information, their
ability to evaluate fund service providers, their ability to exercise good
business judgment on behalf of fund shareholders, their prior service on the
board, and their familiarity with the funds are considered important
assets.
When
assessing potential new directors, the board has 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. Additional information about each director’s
individual educational and professional experience (supplementing the
information provided in the table above) follows and was considered as part of
his or her nomination to, or retention on, the board.
Thomas
W. Bunn:
BS in Business Administration, Wake Forest University; MBA in Finance,
University of North Carolina at Chapel Hill; formerly Vice Chairman and
President, KeyCorp (banking services); 31 years of experience in investment,
commercial and corporate banking managing directorship roles with Bank of
America
Chris
H. Cheesman:
BS in Business Administration (Accounting), Hofstra University; 32 years of
experience in global financial services at AllianceBernstein; formerly, auditor
with Pricewaterhouse;
Certified Public Accountant and Certified Financial Services
Auditor
Barry
Fink:
BA in English and History, Binghamton University; Juris Doctorate, University of
Michigan; formerly held leadership roles including chief operating officer with
American Century Investments; formerly held leadership roles during a 20-year
career with Morgan Stanley Investment Management; formerly asset management and
securities law attorney at Seward & Kissel; serves as chairman and is on the
Executive Committee of the Board of Directors of ICI Mutual Insurance
Company
Rajesh
K. Gupta: BS
in Quantitative Analysis, New York University, Stern School of Business; MBA in
Finance, New York University, Stern School of Business; formerly held leadership
roles during 19-year career with Morgan Stanley Investment
Management
Lynn
Jenkins: BS
in Accounting, Weber State University; AA in Business, Kansas State University;
formerly, United States Representative;
formerly,
Kansas State Treasurer, Kansas State Senator and Kansas State Representative; 20
years of experience in finance and accounting, including as a certified public
accountant
Jan
M. Lewis:
BS in Civil Engineering, University of Nebraska and MBA, Rockhurst College;
Graduate Certificate in Financial Markets and Institutions, Boston University;
formerly, President and Chief Executive Officer, Catholic Charities of Northeast
Kansas (human services organization); formerly, President, BUCON, Inc.
(full-service design-build construction company); 20 years of experience with
Butler Manufacturing Company (metal buildings producer) and its
subsidiaries
Jonathan
S. Thomas:
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
Stephen
E. Yates:
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.
Responsibilities
of the Board
The
board is responsible for overseeing the advisor’s management and operations of
the funds pursuant to the management agreement. Directors also have significant
responsibilities under the federal securities laws. Among other things,
they:
•oversee
the performance of the funds;
•oversee
the quality of the advisory and shareholder services provided by the advisor and
other service providers to the funds;
•review
annually the fees paid to the advisor for its services;
•monitor
potential conflicts of interest between the funds and their affiliates,
including the advisor;
•oversee
custody of assets and the valuation of securities; and
•oversee
the funds’ compliance program.
In
performing their duties, board members receive detailed information about the
funds, the advisor and other service providers to the 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
board has all powers necessary or convenient to carry out its responsibilities.
Consequently, the board 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
Investment Company 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 board 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.
To
communicate with the board, or a member of the board, a shareholder should send
a written communication addressed to the attention of the corporate secretary
(the “Corporate Secretary”) at American Century Funds, P.O. Box 418210, Kansas
City, Missouri 64141-9210. Shareholders who prefer to communicate by email may
send their comments to [email protected]. 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
Jan
M. Lewis currently serves as the independent board chair and has served in such
capacity since 2022. All of the board’s members except for Jonathan S. Thomas
are independent directors. The independent directors meet separately, as needed
and at least in conjunction with each quarterly meeting of the board, to
consider a variety of matters that are scheduled to come before the board 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 board has also established several
committees, as described below. The board believes that the current leadership
structure, with independent directors filling all but one position on the board,
with an independent director serving as board chair, and with the board
committees comprised only of independent directors, is appropriate and allows
for independent oversight of the funds.
The
board has an Audit Committee that approves the funds’ (or corporation’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 Chris H. Cheesman (chair), Barry
Fink and Lynn M. Jenkins. It met four times during the fiscal year ended March
31, 2022.
The
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 funds’
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. The committee currently consists of Barry Fink (chair), Lynn M. Jenkins,
Jan M. Lewis and Stephen E. Yates. It met three times during the fiscal year
ended March 31, 2022.
The
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 Thomas W. Bunn (chair), Rajesh K. Gupta, Jan M. Lewis and
Stephen E. Yates. It met four times during the fiscal year ended March 31,
2022.
The
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 Rajesh K. Gupta (chair), Thomas
W. Bunn, Chris H. Cheesman, Barry Fink, , Lynn M. Jenkins, Jan M. Lewis and
Stephen E. Yates. The committee met four times during the fiscal year ended
March 31, 2022.
Risk
Oversight by the Board
As
previously disclosed, the board oversees the advisor’s management of the funds
and meets at least quarterly with management of the advisor to review reports
and receive information regarding fund operations. Risk oversight relating to
the funds is one component of the board’s oversight and is undertaken in
connection with the duties of the board. As described above, the board’s
committees assist the board in overseeing various types of risks relating to the
funds, including, but not limited to, investment risk, operational risk and
enterprise risk. The board receives 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 processes. In addition, the board receives information
regarding, and has 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 board, or that the advisor’s risk management systems and
strategies, and the board’s oversight thereof, will mitigate all elements of
risk, or even all elements of material risk to the funds.
Board
Compensation
For
the fiscal year ended March 31, 2022,
each independent director received the following compensation for his or her
service to the funds and the American Century family of funds. Under the terms
of the management agreement with the advisor, the funds are responsible for
paying such fees and expenses. Neither Jonathan Thomas nor any officers of the
funds receives compensation from the funds.
|
|
|
|
|
|
|
|
|
| Name
of Director |
Total
Compensation for
Service
as Director of the Funds1,2 |
Total
Compensation for Service as Directors/Trustees for the
American
Century
Investments Family of Funds3 |
| Independent
Directors |
|
|
| Thomas
W. Bunn |
$90,948 |
$343,500 |
| Chris
H. Cheesman |
$90,948 |
$343,500 |
| Barry
Fink |
$93,588 |
$353,500 |
| Rajesh
K. Gupta |
$90,948 |
$343,500 |
| Lynn
Jenkins |
$90,053 |
$340,000 |
| Jan
M. Lewis |
$93,952 |
$354,250 |
|
John
R. Whitten4 |
$63,920 |
$244,125 |
| Stephen
E. Yates |
$100,910 |
$458,000 |
1 Reflects
the compensation paid to the directors by Equity Income, Focused Large Cap
Value, Mid Cap Value, Small Cap Value and Value aggregated with the compensation
paid to the directors by the other series of the corporation.
2 Includes
compensation paid to the directors for the fiscal year ended March 31,
2022,
and also includes amounts deferred at the election of the directors under the
American Century Mutual Funds’ Independent Directors’ Deferred Compensation
Plan.
3 Includes
compensation paid to each director for his or her service as director/trustee
for seven (in the case of Mr. Yates, eight) investment companies in the American
Century Investments family of funds. The total amount of deferred compensation
included in the table is as follows: Ms. Jenkins, $136,000
and Mr. Yates, $345,375.
4 Mr.
Whitten retired from the board on December 31, 2021.
None
of the funds 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 corporation. 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 directors. The account balance continues to fluctuate in accordance with
the performance of the selected fund or funds 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.
Ownership
of Fund Shares
The
directors owned shares in the funds as of December 31, 2021, as shown in the
table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
of Director
|
|
| |
Jonathan
S.
Thomas |
Thomas
W. Bunn |
Chris
H. Cheesman |
Barry
Fink |
|
Dollar
Range of Equity Securities in the Funds:
|
|
|
|
|
| Equity
Income |
E |
A |
A |
E |
| Focused
Large Cap Value |
A |
A |
A |
A |
| Mid
Cap Value |
E |
A |
A |
A |
| Small
Cap Value |
E |
A |
A |
A |
| Value |
A |
A |
A |
A |
|
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies
Overseen by Director
in
Family of Investment Companies
|
E |
E |
E |
E |
Ranges:
A—none, B—$1-$10,000, C—$10,001-$50,000, D—$50,001-$100,000, E—More than
$100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Rajesh
K. Gupta |
Lynn
Jenkins |
Jan
M.
Lewis |
Stephen
E. Yates |
|
Dollar
Range of Equity Securities in the Funds:
|
|
|
|
|
| Equity
Income |
A |
A |
E |
E |
| Focused
Large Cap Value |
A |
A |
A |
A |
| Mid
Cap Value |
A |
A |
E |
A |
| Small
Cap Value |
A |
A |
C |
E |
| Value |
A |
A |
C |
A |
|
Aggregate
Dollar Range of Equity Securities in all Registered Investment Companies
Overseen by Director in Family of Investment Companies
|
E |
E |
E |
E |
Ranges:
A—none, B—$1-$10,000, C—$10,001-$50,000, D—$50,001-$100,000, E—More than
$100,000
Beneficial
Ownership of Affiliates by Independent Directors
No
independent director or his or her immediate family members beneficially owned
shares of the advisor, the funds’ principal underwriter or any other person
directly or indirectly controlling, controlled by, or under common control with
the advisor or the funds’ principal underwriter as of December 31,
2021.
The
following table presents certain information about the executive officers of the
funds. Each officer serves as an officer for 16 (in the case of Robert J. Leach,
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 officer listed below is 4500
Main Street, Kansas City, Missouri 64111.
|
|
|
|
|
|
|
|
|
|
Name
(Year
of
Birth)
|
Offices
with
the
Funds
|
Principal
Occupation(s) During the Past Five Years
|
Patrick
Bannigan
(1965)
|
President
since 2019 |
Executive
Vice President and Director, ACC
(2012 to present); Chief Financial Officer, Chief Accounting Officer and
Treasurer, ACC
(2015 to present). Also serves as President, ACS;
Vice President, ACIM;
Chief Financial Officer, Chief Accounting Officer and/or Director,
ACIM,
ACS
and other ACC
subsidiaries |
| R.
Wes Campbell (1974) |
Chief
Financial Officer and Treasurer since 2018 |
Vice
President, ACS,
(2020 to present); Investment Operations and Investment Accounting, ACS
(2000 to present) |
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). Also serves as Vice President, ACIS |
John
Pak
(1968) |
General
Counsel and
Senior Vice
President since 2021 |
General
Counsel and Senior Vice President, ACC
(2021 to present); Also serves as General Counsel and Senior Vice
President, ACIM,
ACS and ACIS.
Chief Legal Officer of Investment and Wealth Management, The Bank of New
York Mellon (2014 to 2021) |
C.
Jean Wade
(1964) |
Vice
President since 2012 |
Senior
Vice President, ACS
(2017 to present); Vice President, ACS
(2000 to 2017) |
Robert
J.
Leach
(1966) |
Vice
President
since 2006 |
Vice
President, ACS
(2000 to present) |
David
H.
Reinmiller
(1963) |
Vice
President
since 2000 |
Attorney,
ACC
(1994 to present). Also serves as Vice President, ACIM
and ACS
|
Ward
D.
Stauffer
(1960) |
Secretary
since
2005 |
Attorney,
ACC
(2003 to present) |
The
funds, their investment advisor, principal underwriter and, if applicable,
subadvisor have adopted codes of ethics under Rule 17j-1 of the Investment
Company Act. They permit personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the funds, provided that
they first obtain approval from the appropriate compliance department before
making such investments.
The
advisor is responsible for exercising the voting rights associated with the
securities purchased and/or held by the funds. The funds’ Board of Directors has
approved the advisor’s proxy voting policies to govern the advisor’s proxy
voting activities.
A
copy of the advisor’s proxy voting policies is attached hereto as Appendix E.
Information regarding how the advisor voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is available at
americancentury.com/proxy. The advisor’s proxy voting record also is available
on the SEC’s website at sec.gov.
A
list of the funds’ principal shareholders appears in Appendix
A.
The
funds have no employees. To conduct the funds’ day-to-day activities, the
corporation has hired a number of service providers. Each service provider has a
specific function to fill on behalf of the funds that is described
below.
ACIM,
ACS and ACIS are wholly owned, directly or indirectly, by ACC. The Stowers
Institute for Medical Research (SIMR) controls ACC by virtue of its beneficial
ownership of more than 25% of the voting securities of ACC. SIMR is part of a
not-for-profit biomedical research organization dedicated to finding the keys to
the causes, treatments and prevention of disease.
ACIM
serves as the investment advisor for each of the funds. A description of the
responsibilities of the advisor appears in each prospectus under the heading
Management.
Each
class of each fund is subject to a contractual unified management fee based on a
percentage of the daily net assets of such class. For more information about the
unified management fee, see The
Investment Advisor
under the heading Management
in each fund’s prospectus. The amount of the fee is calculated daily and paid
monthly in arrears. For each fund with a stepped fee schedule, the rate of the
fee is determined by applying the formula indicated in the table below. This
formula takes into account the assets of the fund as well as certain assets, if
any, of other clients of the advisor outside the American Century Investments
fund family (such as subadvised funds and separate accounts), as
well as exchange-traded funds managed by the advisor,
that use very similar investment teams and strategies (strategy assets). The use
of strategy assets, rather than fund assets, in calculating the fee rate for a
particular fund could allow the fund to realize scheduled cost savings more
quickly. However, it is possible that a fund’s strategy assets will not include
assets of other accounts or that any such assets may not be sufficient to result
in a lower fee rate. The management fee schedules for the funds appear
below.
|
|
|
|
|
|
|
|
|
|
Fund |
Class |
Percentage
of Strategy Assets |
|
Equity
Income |
Investor,
A, C and R |
1.00%
of the first $2.5 billion |
| |
|
0.95%
of the next $2.5 billion |
| |
|
0.90%
of the next $5.0 billion |
| |
|
0.85%
of the next $5.0 billion |
| |
|
0.80%
over $15.0 billion |
| |
I
and R5 |
0.80%
of the first $2.5 billion |
| |
|
0.75%
of the next $2.5 billion |
| |
|
0.70%
of the next $5.0 billion |
| |
|
0.65%
of the next $5.0 billion |
| |
|
0.60%
over $15.0 billion |
|
Y,
R6 and G |
0.65%
of the first $2.5 billion |
| |
|
0.60%
of the next $2.5 billion |
| |
|
0.55%
of the next $5.0 billion |
| |
|
0.50%
of the next $5.0 billion |
| |
|
0.45%
over $15.0 billion |
|
Focused
Large Cap Value
|
Investor,
A, C and R |
0.90%
of the first $1.0 billion |
| |
|
0.80%
of the next $4.0 billion |
| |
|
0.70%
over $5.0 billion |
| |
I
and R5 |
0.70%
of the first $1.0 billion |
| |
|
0.60%
of the next $4.0 billion |
| |
|
0.50%
over $5.0 billion |
| |
R6
and G |
0.55%
of the first $1.0 billion |
| |
|
0.45%
of the next $4.0 billion |
| |
|
0.35%
over $5.0 billion |
.
|
|
|
|
|
|
|
|
|
|
Fund |
Class |
Percentage
of Strategy Assets |
|
Mid
Cap Value
|
Investor,
A, C and R |
0.97%
of the first $12.5 billion |
|
|
0.95%
over $12.5 billion |
| |
I
and R5 |
0.77%
of the first $12.5 billion |
|
|
0.75%
over $12.5 billion |
| |
Y,
R6 and G |
0.62%
of the first $12.5 billion |
|
|
0.60%
over $12.5 billion |
|
Small
Cap Dividend |
Investor,
A and R |
1.09%
|
|
I
|
0.89% |
|
R6
and G |
0.74%
|
|
Small
Cap Value
|
Investor,
A, C and R |
1.25%
of the first $2.5 billion |
| |
|
1.00%
over $2.5 billion |
| |
I
and R5 |
1.05%
of the first $2.5 billion |
| |
|
0.80%
over $2.5 billion |
| |
Y,
R6 and G |
0.90%
of the first $2.5 billion |
| |
|
0.65%
over $2.5 billion |
|
Value
|
Investor,
A, C and R |
1.00%
of the first $2.5 billion |
| |
|
0.90%
of the next $1.0 billion |
| |
|
0.85%
over $3.5 billion |
| |
I
and R5 |
0.80%
of the first $2.5 billion |
| |
|
0.70%
of the next $1.0 billion |
| |
|
0.65%
over $3.5 billion |
| |
Y
and R6 |
0.65%
of the first $2.5 billion |
| |
|
0.55%
of the next $1.0 billion |
| |
|
0.50%
over $3.5 billion |
On
each calendar day, each class of each fund accrues a management fee that is
equal to the class’s management fee rate (as calculated pursuant to the above
schedules) times the net assets of the class divided by 365 (366 in leap years).
On the first business day of each month, the funds pay a management fee to the
advisor for the previous month. The management fee is the sum of the daily fee
calculations for each day of the previous month.
The
management agreement between the corporation and the advisor shall continue in
effect for a period of two years from its effective date (unless sooner
terminated in accordance with its terms) and shall continue in effect from year
to year thereafter for each fund so long as such continuance is approved at
least annually by:
(1)either
the funds’ Board of Directors, or a majority of the outstanding voting
securities of such fund (as defined in the Investment Company Act);
and
(2)the
vote of a majority of the directors of the funds who are not parties to the
agreement or interested persons of the advisor, cast in person at a meeting
called for the purpose of voting on such approval.
The
management agreement states that the funds’ Board of Directors or a majority of
the outstanding voting securities of each class of such fund may terminate the
management agreement at any time without payment of any penalty on 60 days’
written notice to the advisor. The management agreement shall be automatically
terminated if it is assigned.
The
management agreement states that the advisor shall not be liable to the funds or
their shareholders for anything other than willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
The
management agreement also provides that the advisor and its officers, directors
and employees may engage in other business, render services to others, and
devote time and attention to any other business, whether of a similar or
dissimilar nature.
Certain
investments may be appropriate for the funds and also for other clients advised
by the advisor. Investment decisions for the funds and other clients are made
with a view to achieving their respective investment objectives after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investment generally. A particular security
may be bought or sold for only one client or fund, or in different amounts and
at different times for more than one but less than all clients or funds. A
particular security may be bought for one client or fund on the same day it is
sold for another client or fund, and a client or fund may hold a short position
in a particular security at the same time another client or fund holds a long
position. In addition, purchases or sales of the same security may be made for
two or more clients or funds on the same date. The advisor has
adopted
procedures designed to ensure such transactions will be allocated among clients
and funds in a manner believed by the advisor to be equitable to each. In some
cases this procedure could have an adverse effect on the price or amount of the
securities purchased or sold by a fund.
The
advisor may aggregate purchase and sale orders of the funds with purchase and
sale orders of its other clients when the advisor believes that such aggregation
provides the best execution for the funds. The Board of Directors has approved
the policy of the advisor with respect to the aggregation of portfolio
transactions. To the extent equity trades are aggregated, shares purchased or
sold are generally allocated to the participating portfolios pro rata based on
order size. The advisor will not aggregate portfolio transactions of the funds
unless it believes such aggregation is consistent with its duty to seek best
execution on behalf of the funds and the terms of the management agreement. The
advisor receives no additional compensation or remuneration as a result of such
aggregation.
Unified
management fees incurred by each fund for the fiscal periods ended March 31,
2022,
2021 and 2020
are indicated in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Unified
Management Fees
|
|
|
|
|
Fund
|
2022 |
2021 |
2020 |
| Equity
Income |
$93,398,7661 |
$89,306,3935 |
$96,694,6767 |
| Focused
Large Cap Value |
$6,909,4672 |
$5,762,358 |
$6,226,419 |
| Mid
Cap Value |
$66,046,3613 |
$59,018,577 |
$64,039,1778 |
| Small
Cap Value |
$48,646,4484 |
$21,799,8296 |
$15,967,5379 |
| Value |
$22,636,921 |
$20,792,121 |
$24,633,585 |
1
Amount
shown reflects waiver by advisor of $34 in management fees.
2
Amount
shown reflects waiver by advisor of $144,942 in management fees.
3
Amount
shown reflects waiver by advisor of $118,255 in management fees.
4
Amount
shown reflects waiver by advisor of $2,933,350 in management fees.
5
Amount
shown reflects waiver by advisor of $28 in management fees.
6
Amount
shown reflects waiver by advisor of $2,366,688 in management fees.
7
Amount
shown reflects waiver by advisor of $19 in management fees.
8
Amount
shown reflects waiver by advisor of $783,038 in management fees.
9
Amount
shown reflects waiver by advisor of $540,325 in management fees.
Accounts
Managed
The
portfolio managers are responsible for the day-to-day management of various
accounts, as indicated by the following table. None of these accounts has an
advisory fee based on the performance of the account.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
Managed (As of March 31, 2022) |
| |
|
Registered
Investment
Companies
(e.g.,
American
Century
Investments
funds
and
American
Century
Investments -
subadvised
funds)
|
Other
Pooled
Investment
Vehicles
(e.g.,
commingled
trusts
and 529
education
savings
plans)
|
Other
Accounts
(e.g.,
separate
accounts
and
corporate
accounts
including
incubation
strategies
and
corporate
money)
|
| David
Byrns |
Number
of Accounts |
2 |
1 |
1 |
|
Assets |
$3.4
billion1 |
$18.3
million |
$393.0
million |
| Ryan
Cope |
Number
of Accounts |
7 |
1 |
7 |
|
Assets |
$7.0
billion2 |
$744.9
million |
$445.5
million |
| Phillip
N. Davidson |
Number
of Accounts |
22 |
4 |
7 |
| |
Assets |
$35.0
billion3 |
$3.2
billion |
$1.6
billion |
| Paul
Howanitz |
Number
of Accounts |
3 |
2 |
4 |
|
Assets |
$12.2
billion4 |
$2.4
billion |
$981.4
million |
| Jeff
John |
Number
of Accounts |
7 |
1 |
7 |
| |
Assets |
$7.0
billion2 |
$744.9
million |
$445.5
million |
| Adam
Krenn |
Number
of Accounts |
7 |
0 |
1 |
|
Assets |
$7.0
billion5 |
$0 |
$616.9
thousand |
| Michael
Liss |
Number
of Accounts |
18 |
5 |
9 |
| |
Assets |
$33.4
billion3 |
$3.9
billion |
$1.7
billion |
| Nathan
Rawlins |
Number
of Accounts |
10 |
1 |
1 |
|
Assets |
$13.5
billion6 |
$860.6
million |
$232.4
million |
| Philip
Sundell |
Number
of Accounts |
9 |
1 |
2 |
|
Assets |
$9.3
billion7 |
$18.3
million |
$393.6
million |
| Kevin
Toney |
Number
of Accounts |
18 |
5 |
9 |
| |
Assets |
$33.4
billion 3 |
$3.9
billion |
$1.7
billion |
| Brian
Woglom |
Number
of Accounts |
22 |
4 |
8 |
| |
Assets |
$35.0
billion3 |
$3.2
billion |
$1.7
billion |
1
Includes
$2.4
billion in Value.
2
Includes
$6.3 billion in Small Cap Value.
3 Includes
$11.7 billion in Equity Income, $3.6 billion in Focused Large Cap Value, $10.1
billion in Mid Cap Value and $2.4 billion in Value.
4 Includes
$11.7 billion in Equity Income.
5 Includes
$3.6 billion in Focused Large Cap Value.
6 Includes
$10.1 billion in Mid Cap Value.
7 Includes
$3.6 billion in Focused Large Cap Value and $2.4 billion in Value.
Potential
Conflicts of Interest
Certain
conflicts of interest may arise in connection with the management of multiple
portfolios. Potential conflicts include, for example, conflicts among investment
strategies, such as one portfolio buying or selling a security while another
portfolio has a differing, potentially opposite position in such security. This
may include one portfolio taking a short position in the security of an issuer
that is held long in another portfolio (or vice versa). Other potential
conflicts may arise with respect to the allocation of investment opportunities,
which are discussed in more detail below. American Century Investments has
adopted policies and procedures that are designed to minimize the effects of
these conflicts.
Responsibility
for managing American Century Investments client portfolios is organized
according to investment discipline. Investment disciplines include, for example,
disciplined equity, global growth equity, global value equity, global fixed
income,
multi-asset
strategies, exchange traded funds, and Avantis Investors funds. Within each
discipline are one or more portfolio teams responsible for managing specific
client portfolios. Generally, client portfolios with similar strategies are
managed by the same team using the same objective, approach, and philosophy.
Accordingly, portfolio holdings, position sizes, and industry and sector
exposures tend to be similar across similar portfolios, which minimizes the
potential for conflicts of interest. In addition, American Century Investments
maintains an ethical wall that restricts real time access to information
regarding any portfolio’s transaction activities and positions to team members
that have responsibility for a given portfolio or are within the same equity
investment discipline. The ethical wall is intended to aid in preventing the
misuse of portfolio holdings information and trading activity in the other
disciplines.
For
each investment strategy, one portfolio is generally designated as the “policy
portfolio.” Other portfolios with similar investment objectives, guidelines and
restrictions, if any, are referred to as “tracking portfolios.” When managing
policy and tracking portfolios, a portfolio team typically purchases and sells
securities across all portfolios that the team manages. American Century
Investments’ trading systems include various order entry programs that assist in
the management of multiple portfolios, such as the ability to purchase or sell
the same relative amount of one security across several funds. In some cases a
tracking portfolio may have additional restrictions or limitations that cause it
to be managed separately from the policy portfolio. Portfolio managers make
purchase and sale decisions for such portfolios alongside the policy portfolio
to the extent the overlap is appropriate, and separately, if the overlap is
not.
American
Century Investments may aggregate orders to purchase or sell the same security
for multiple portfolios when it believes such aggregation is consistent with its
duty to seek best execution on behalf of its clients. Orders of certain client
portfolios may, by investment restriction or otherwise, be determined not
available for aggregation. American Century Investments has adopted policies and
procedures to minimize the risk that a client portfolio could be systematically
advantaged or disadvantaged in connection with the aggregation of orders. To the
extent equity trades are aggregated, shares purchased or sold are generally
allocated to the participating portfolios pro
rata
based on order size. Because initial public offerings (IPOs) are usually
available in limited supply and in amounts too small to permit across-the-board
pro rata allocations, American Century Investments has adopted special
procedures designed to promote a fair and equitable allocation of IPO securities
among clients over time. A centralized trading desk executes all fixed income
securities transactions for Avantis ETFs and mutual funds. For all other funds
in the American Century complex, portfolio teams are responsible for executing
fixed income trades with broker/dealers in a predominantly dealer marketplace.
Trade allocation decisions are made by the portfolio manager at the time of
trade execution and orders entered on the fixed income order management system.
There is an ethical wall between the Avantis trading desk and all other American
Century traders. The Advisor’s Global Head of Trading monitors all trading
activity for best execution and to make sure no set of clients is being
systematically disadvantaged.
Finally,
investment of American Century Investments’ corporate assets in proprietary
accounts may raise additional conflicts of interest. To mitigate these potential
conflicts of interest, American Century Investments has adopted policies and
procedures intended to provide that trading in proprietary accounts is performed
in a manner that does not give improper advantage to American Century
Investments to the detriment of client portfolios.
Compensation
American
Century Investments portfolio manager compensation is structured to align the
interests of portfolio managers with those of the shareholders whose assets they
manage. As of March 31, 2022,
it includes the components described below, each of which is determined with
reference to a number of factors such as overall performance, market
competition, and internal equity.
Base
Salary
Portfolio
managers receive base pay in the form of a fixed annual salary.
Bonus
A
significant portion of portfolio manager compensation takes the form of an
annual incentive bonus, which is determined by a combination of factors. One
factor is investment performance of funds a portfolio manager manages. The
mutual funds’ investment performance is generally measured by a combination of
one-, three- and five-year pre-tax performance relative to various benchmarks
and/or internally-customized peer groups, such as those indicated below. The
performance comparison periods may be adjusted based on a fund’s inception date
or a portfolio manager’s tenure on the fund.
|
|
|
|
|
|
|
|
|
|
Fund
|
Benchmark
|
Peer
Group1 |
| Equity
Income |
Russell
3000®
Value Index |
Lipper
Equity Income Funds |
| Focused
Large Cap Value |
Russell
1000®
Value Index |
Morningstar
Large Value |
| Mid
Cap Value |
Russell
Midcap®
Value Index |
Morningstar
Mid-Cap Value |
| Small
Cap Dividend |
Russell
2000®
Value Index |
Morningstar
Small Value |
| Small
Cap Value |
Russell
2000®
Value Index |
Morningstar
Small Value |
| Value |
Russell
1000®
Value Index |
Morningstar
Large Value |
1 Custom
peer groups are constructed using all the funds in the indicated categories as a
starting point. Funds are then eliminated from the peer group based on a
standardized methodology designed to result in a final peer group that is both
more stable (i.e., has less peer turnover) over the long term and that more
closely represents the fund’s true peers based on internal investment mandates.
Portfolio
managers may have responsibility for multiple American Century Investments
products. In such cases, the performance of each is assigned a percentage weight
appropriate for the portfolio manager’s relative levels of responsibility.
Portfolio managers also may have responsibility for other types of managed
portfolios or ETFs. If the performance of a managed account or ETF is considered
for purposes of compensation, it is generally measured via the same criteria as
an American Century Investments mutual fund (i.e., relative to the performance
of a benchmark and/or peer group).
A
second factor in the bonus calculation relates to the performance of a number of
American Century Investments products managed according to one of the following
investment disciplines: global growth equity, global value equity, disciplined
equity, global fixed-income, and multi-asset strategies. The performance of
American Century ETFs may also be included for certain investment disciplines.
Performance is measured for each product individually as described above and
then combined to create an overall composite for the product group. These
composites may measure one-year performance (equal weighted) or a combination of
one-, three- and five-year performance (equal or asset weighted) depending on
the portfolio manager’s responsibilities and products managed and the composite
for certain portfolio managers may include multiple disciplines. This feature is
designed to encourage effective teamwork among portfolio management teams in
achieving long-term investment success for similarly styled portfolios.
A
portion of portfolio managers’ bonuses may be discretionary and may be tied to
factors such as profitability or individual performance goals, such as research
projects and the development of new products.
Restricted
Stock Plans
Portfolio
managers are eligible for grants of restricted stock of ACC. These grants are
discretionary, and eligibility and availability can vary from year to year. The
size of an individual’s grant is determined by individual and product
performance as well as other product-specific considerations such as
profitability. Grants can appreciate/depreciate in value based on the
performance of the ACC stock during the restriction period (generally three to
four years).
Deferred
Compensation Plans
Portfolio
managers are eligible for grants of deferred compensation. These grants are used
in very limited situations, primarily for retention purposes. Grants are fixed
and can appreciate/depreciate in value based on the performance of the American
Century Investments mutual funds in which the portfolio manager chooses to
invest them.
Ownership
of Securities
The
following table indicates the dollar range of securities of each fund
beneficially owned by the fund’s portfolio managers as of March 31,
2022,
the fund’s most recent fiscal year end.
|
|
|
|
|
|
|
|
|
|
Ownership
of Securities
|
| |
|
Aggregate Dollar Range
of Securities in Fund
|
|
Equity
Income
|
| |
Phillip
N. Davidson |
G |
|
Paul
Howanitz |
A |
| |
Michael
Liss |
A1 |
|
Kevin
Toney |
E |
|
Brian
Woglom |
E2 |
| Focused
Large Cap Value |
|
Phillip
N. Davidson |
C |
|
Adam
Krenn |
A |
|
Michael
Liss |
A |
|
Philip
Sundell |
D |
|
Kevin
Toney |
A |
|
Brian
Woglom |
E |
| Mid
Cap Value |
|
Phillip
N. Davidson |
C |
| |
Michael
Liss |
A3 |
|
Nathan
Rawlins |
A4 |
| |
Kevin
Toney |
F |
| |
Brian
Woglom |
E |
|
Small
Cap Dividend
|
|
Ryan
Cope |
E5 |
|
Jeff
John |
E5 |
|
Small
Cap Value
|
|
Ryan
Cope |
D6 |
|
Jeff
John |
G |
|
Value
|
|
David
Byrns |
A |
|
Phillip
N. Davidson |
C |
|
Michael
Liss |
F |
|
Kevin
Toney |
E |
|
Philip
Sundell |
E |
|
Brian
Woglom |
E |
Ranges:
A – none; B – $1-$10,000; C – $10,001-$50,000; D – $50,001-$100,000; E –
$100,001-$500,000; F – $500,001-$1,000,000; G – More than
$1,000,000.
1 This
figure excludes 401(k) investments in a collective trust vehicle that is managed
substantially identically to Equity Income. Inclusion of such 401(k) investments
would result in the amount categorized in the table as an E for Michael
Liss.
2
This figure excludes 401(k) investments in a collective trust vehicle that is
managed substantially identically to Mid Cap Value. Inclusion of such 401(k)
investments would result in the amount categorized in the table as an F
for
Brian Woglom.
3
This figure excludes 401(k) investments in a collective trust vehicle that is
managed substantially identically to Mid Cap Value. Inclusion of such 401(k)
investments would result in the amount categorized in the table as an F for
Michael Liss.
4
This figure excludes 401(k) investments in a collective trust vehicle that is
managed substantially identically to Mid Cap Value. Inclusion of such 401(k)
investments would result in the amount categorized in the table as a D for
Nathan Rawlins.
5
Information provided as April 29, 2022.
6 This
figure excludes 401(k) investments in a collective trust vehicle that is managed
substantially identically to Small Cap Value. Inclusion of such 401(k)
investments would result in the amount categorized in the table as an E for Ryan
Cope.
American
Century Services, LLC (ACS), 4500 Main Street, Kansas City, Missouri 64111,
serves as transfer agent and dividend-paying agent for the funds. It provides
physical facilities, computer hardware and software, and personnel for the
day-to-day administration of the funds and the advisor. The advisor pays ACS’s
costs for serving as transfer agent and dividend-paying agent for the funds out
of the advisor’s unified management fee. For a description of this fee and the
terms of its payment, see the above discussion under the caption Investment
Advisor
on page 28.
Proceeds
from purchases of fund shares may pass through accounts maintained by the
transfer agent at Commerce Bank, N.A. or UMB Bank, n.a. before being held at the
fund’s custodian. Redemption proceeds also may pass from the custodian to the
shareholder through such bank accounts.
From
time to time, special services may be offered to shareholders who maintain
higher share balances in our family of funds. These services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions, newsletters and a team of personal representatives. Any expenses
associated with these special services will be paid by the advisor.
The
advisor has entered into an Administration Agreement with State Street Bank and
Trust Company (SSB) to provide certain fund accounting, fund financial
reporting, tax and treasury/tax compliance services for the funds, including
striking the daily net asset value for each fund. The advisor pays SSB a monthly
fee as compensation for these services that is based on the total net assets of
accounts in the American Century complex serviced by SSB. ACS does pay SSB for
some additional services on a per fund basis. While ACS continues to serve as
the administrator of the funds, SSB provides sub-administrative services that
were previously undertaken by ACS.
The
funds’ shares are distributed by American Century Investment Services, Inc.
(ACIS), a registered broker-dealer. The distributor is a wholly owned subsidiary
of ACC and its principal business address is 4500 Main Street, Kansas City,
Missouri 64111.
The
distributor is the principal underwriter of the funds’ shares. The distributor
makes a continuous, best-efforts underwriting of the funds’ shares. This means
the distributor has no liability for unsold shares. The advisor pays ACIS’s
costs for serving as principal underwriter of the funds’ shares out of the
advisor’s unified management fee. For a description of this fee and the terms of
its payment, see the above discussion under the caption Investment
Advisor
on page 28.
ACIS does not earn commissions for distributing the funds’ shares.
Certain
financial intermediaries unaffiliated with the distributor or the funds may
perform various administrative and shareholder services for their clients who
are invested in the funds. These services may include assisting with fund
purchases, redemptions and exchanges, distributing information about the funds
and their performance, preparing and distributing client account statements, and
other administrative and shareholder services that would otherwise be provided
by the distributor or its affiliates. The distributor may pay fees out of its
own resources to such financial intermediaries for providing these
services.
State
Street Bank and Trust Company (SSB), State Street Financial Center, One Lincoln
Street, Boston, Massachusetts 02111 serves as custodian of the funds’ cash and
securities under a Master Custodian Agreement with the corporation. Foreign
securities, if any, are held by foreign banks participating in a network
coordinated by SSB. The custodian takes no part in determining the investment
policies of the funds or in deciding which securities are purchased or sold by
the funds. The funds, however, may invest in certain obligations of the
custodian and may purchase or sell certain securities from or to the
custodian.
State
Street Bank and Trust Company (SSB) serves as securities lending agent for the
funds pursuant to a Securities Lending Administration Agreement. The following
table provides the amounts of income and fees/compensation related to the funds’
securities lending activities during the most recent fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Income |
Mid
Cap Value |
Small
Cap Value |
Value |
| Gross
income from securities lending activities |
$396,251 |
$352,164 |
$162,296 |
$94,940 |
| Fees
and/or compensation paid by the fund for securities lending activities and
related services: |
|
|
|
|
|
Fees
paid to securities lending agent from a revenue split |
$36,672 |
$34,094 |
$16,129 |
$9,260 |
|
Fees
paid for any cash collateral management service (including fees deducted
from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split |
$26,843 |
$8,651 |
$1,184 |
$2,201 |
|
Administrative
fees not included in the revenue split |
$0 |
$0 |
$0 |
$0 |
|
Indemnification
fee not included in the revenue split |
$0 |
$0 |
$0 |
$0 |
|
Rebate
(paid to borrower) |
$2,917 |
$835 |
$0 |
$178 |
|
Other
fees not included in revenue split |
$0 |
$0 |
$0 |
$0 |
| Aggregate
fees/compensation for securities lending activities |
$66,432 |
$43,581 |
$17,312 |
$11,640 |
| Net
income from securities lending activities |
$329,819 |
$308,583 |
$144,984 |
$83,300 |
As
the funds’ securities lending agent, SSB provides the following services:
locating borrowers for fund securities, executing loans of portfolio securities
pursuant to terms and parameters defined by the advisor and the Board of
Directors, monitoring the daily value of the loaned securities and collateral,
requiring additional collateral as necessary, managing cash collateral, and
providing certain limited recordkeeping and accounting services.
Deloitte
& Touche LLP is the independent registered public accounting firm of the
funds. The address of Deloitte & Touche LLP is 1100 Walnut Street, Kansas
City, Missouri 64106. As the independent registered public accounting firm of
the funds, Deloitte & Touche LLP provides services including auditing the
annual financial statements and financial highlights for each fund.
The
advisor places orders for equity portfolio transactions with broker-dealers, who
receive commissions for their services. Generally, commissions relating to
securities traded on foreign exchanges will be higher than commissions relating
to securities traded on U.S. exchanges. The advisor purchases and sells
fixed-income securities through principal transactions, meaning the advisor
normally purchases securities on a net basis directly from the issuer or a
primary market-maker acting as principal for the securities. The funds generally
do not pay a stated brokerage commission on these transactions, although the
purchase price for debt securities usually includes an undisclosed compensation.
Purchases of securities from underwriters typically include a commission or
concession paid by the issuer to the underwriter, and purchases from dealers
serving as market-makers typically include a dealer’s mark-up (i.e., a spread
between the bid and asked prices).
Under
the management agreement between the funds and the advisor, the advisor has the
responsibility of selecting brokers and dealers to execute portfolio
transactions. The funds’ policy is to secure the most favorable prices and
execution of orders on its portfolio transactions. The advisor selects
broker-dealers on their perceived ability to obtain “best execution” in
effecting transactions in its clients’ portfolios. In selecting broker-dealers
to effect portfolio transactions relating to equity securities, the advisor
considers the full range and quality of a broker-dealer’s research and brokerage
services, including, but not limited to, the following:
•applicable
commission rates and other transaction costs charged by the
broker-dealer
•value
of research provided to the advisor by the broker-dealer (including economic
forecasts, fundamental and technical advice on individual securities, market
analysis, and advice, either directly or through publications or writings, as to
the value of securities, availability of securities or of purchasers/sellers of
securities)
•timeliness
of the broker-dealer’s trade executions
•efficiency
and accuracy of the broker-dealer’s clearance and settlement
processes
•broker-dealer’s
ability to provide data on securities executions
•financial
condition of the broker-dealer
•the
quality of the overall brokerage and customer service provided by the
broker-dealer
In
transactions to buy and sell fixed-income securities, the selection of the
broker-dealer is determined by the availability of the desired security and its
offering price, as well as the broker-dealer’s general execution and operational
and financial capabilities in the type of transaction involved. The advisor will
seek to obtain prompt execution of orders at the most favorable prices or
yields. The advisor does not consider the receipt of products or services other
than brokerage or research services in selecting broker-dealers.
On
an ongoing basis, the advisor seeks to determine what levels of commission rates
are reasonable in the marketplace. In evaluating the reasonableness of
commission rates, the advisor considers:
•rates
quoted by broker-dealers
•the
size of a particular transaction, in terms of the number of shares, dollar
amount, and number of clients involved
•the
ability of a broker-dealer to execute large trades while minimizing market
impact
•the
complexity of a particular transaction
•the
nature and character of the markets on which a particular trade takes
place
•the
level and type of business done with a particular firm over a period of
time
•the
ability of a broker-dealer to provide anonymity while executing
trades
•historical
commission rates
•rates
that other institutional investors are paying, based on publicly available
information
The
brokerage commissions paid by the funds may exceed those that another
broker-dealer might have charged for effecting the same transactions, because of
the value of the brokerage and research services provided by the broker-dealer.
Research services furnished by broker-dealers through whom the funds effect
securities transactions may be used by the advisor in servicing all of its
accounts, and not all such services may be used by the advisor in managing the
portfolios of the funds.
Pursuant
to its internal allocation procedures, the advisor regularly evaluates the
brokerage and research services provided by each broker-dealer that it uses. On
a periodic basis, members of the advisor’s portfolio management team assess the
quality and value of research and brokerage services provided by each
broker-dealer that provides execution services and research to the advisor for
its clients’ accounts. The results of the periodic assessments are used to add
or remove brokers from the approved brokers list, if needed, and to set research
budgets for the following period. Execution-only brokers are used where
deemed appropriate.
In
the fiscal years ended March 31, 2022, 2021 and 2019, the brokerage commissions
including, as applicable, futures commissions, of each fund are listed in the
following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
2022 |
2021 |
2020 |
| Equity
Income |
$1,351,174 |
$1,862,343 |
$3,845,479 |
| Focused
Large Cap Value |
$158,524 |
$261,885 |
$253,511 |
| Mid
Cap Value |
$2,005,195 |
$2,232,087 |
$2,427,511 |
| Small
Cap Value |
$1,893,042 |
$1,575,775 |
$1,340,307 |
| Value |
$513,638 |
$649,650 |
$925,927 |
Brokerage
commissions paid by a fund may vary significantly from year to year as a result
of changing asset levels throughout the year, portfolio turnover, varying market
conditions, and other factors. The changes in brokerage commissions for Equity
Income are associated with decreased portfolio turnover and increased use of
execution-only services.
The
funds’ distributor (ACIS) and investment advisor (ACIM) are wholly owned,
directly or indirectly, by ACC. Nomura Holdings, Inc. (Nomura) is an equity
investor in ACC. The fund listed below paid a subsidiary of Nomura (Affiliated
Broker) the following brokerage commissions for the fiscal years ended March 31,
2022,
March 31, 2021,
and March 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
| Fund |
2022 |
2021 |
2020 |
| Value |
$0 |
$0 |
$1,029 |
For
the fiscal year ended March 31, 2022, the following table shows the percentage
of the fund’s aggregate brokerage commissions paid to the Affiliated Broker and
the percentage of the fund’s aggregate dollar amount of portfolio transactions
involving the payment of commissions effected through the Affiliated
Broker.
|
|
|
|
|
|
|
|
|
| Fund |
Percentage
of Brokerage Commissions |
Percentage
of Dollar Amount Portfolio Transactions |
| Value
|
0% |
0% |
As
of March 31, 2022,
each of the funds listed below owned securities of its regular brokers or
dealers (as defined by Rule 10b-1 under the Investment Company Act) or of their
parent companies.
|
|
|
|
|
|
|
|
|
|
Fund
|
Broker,
Dealer or Parent
|
Value
of Securities Owned as of
March
31, 2022 |
|
Equity
Income
|
Ameriprise
Financial Inc |
$90,077,664 |
|
Bank
of America Corp. |
$228,646,397 |
|
Charles
Schwab Corp. |
$137,807,068 |
| |
Citigroup,
Inc. |
$68,953,612 |
|
Credit
Suisse Group AG |
$61,018,890 |
| |
Goldman
Sachs Group Inc. |
$29,684,054 |
|
JPMorgan
Chase & Co. |
$550,584,089 |
|
UBS
Group AG |
$38,998,329 |
| |
Wells
Fargo & Co. |
$37,987,964 |
|
Focused
Large Cap Value
|
JPMorgan
Chase & Co. |
$122,978,225 |
|
Mid
Cap Value
|
Ameriprise,
Financial, Inc. |
$59,392,586 |
|
State
Street Corp |
$46,901,226 |
|
Small
Cap Value
|
None |
|
|
Value
|
Bank
of America Corp. |
$48,530,367 |
| |
JPMorgan
Chase & Co. |
$66,152,143 |
| |
State
Street Corp |
$18,583,567 |
| |
Wells
Fargo & Co. |
$42,192,571 |
Each
of the funds named on the front of this statement of additional information is a
series of shares issued by the corporation, and shares of each fund have equal
voting rights. In addition, each series (or fund) may be divided into separate
classes. See Multiple
Class Structure,
which follows. Additional funds and classes may be added without a shareholder
vote. Each fund votes separately on matters affecting that fund exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of the
corporation’s (all funds’) outstanding shares may be able to elect a Board of
Directors. The corporation undertakes dollar-based voting, meaning that the
number of votes a shareholder is entitled to is based upon the dollar amount of
the shareholder’s investment. The election of directors is determined by the
votes received from all the corporation’s shareholders without regard to whether
a majority of shares of any one fund voted in favor of a particular nominee or
all nominees as a group.
The
assets belonging to each series are held separately by the custodian, and the
shares of each series represent a beneficial interest in the principal, earnings
and profit (or losses) of investments and other assets held for each series.
Within their respective series, all shares have equal redemption rights. Each
share, when issued, is fully paid and non-assessable.
Each
shareholder has rights to dividends and distributions declared by the fund he or
she owns and to the net assets of such fund upon its liquidation or dissolution
proportionate to his or her share ownership interest in the fund.
The
corporation’s Board of Directors has adopted a multiple class plan pursuant to
Rule 18f-3 under
the Investment Company Act.
The plan is described in the prospectus of any fund that offers more than one
class. Pursuant to such plan, the funds may issue the following classes of
shares: Investor Class, I Class, Y Class, A Class, C Class, R Class, R5 Class,
R6 Class and G Class. Not all funds offer all classes.
The
Investor Class is made available to investors directly from American Century
Investments and/or through some financial intermediaries. Additional information
regarding eligibility for Investor Class shares may be found in the funds’
prospectuses. The I Class is made available to institutional shareholders or
through financial intermediaries that provide various shareholder and
administrative services. Y Class shares are available through financial
intermediaries that offer fee-based advisory programs. The A and C Classes also
are made available through financial intermediaries, for purchase by individual
investors who receive advisory and personal services from the intermediary. The
R Class is made available through financial intermediaries and is generally used
in 401(k) and other retirement plans. The R5 and R6 Classes are generally
available only to participants in employer-sponsored retirement plans where a
financial intermediary provides recordkeeping services to plan participants. G
Class shares are available for purchase by
other funds offered by American Century Investments for which it charges a
management fee. In its sole discretion, American Century Investments may also
make G Class shares available for purchase by other institutional clients for
which American Century Investments provides investment management services for a
fee pursuant to an investment advisory agreement. Currently, eligible clients
are limited to commingled investment trusts or other pooled investment vehicles
that utilize a target date or other asset allocation investment strategy for
which American Century Investments provides asset allocation or glide path
investment management services for a fee. The
classes have different unified management fees as a result of their separate
arrangements for shareholder services. In addition, the A, C and R Class shares
each are subject to a separate Master Distribution and Individual Shareholder
Services Plan (the A Class Plan, C Class Plan and R Class Plan, respectively,
and collectively, the plans) described below. The plans have been adopted by the
funds’ Board of Directors in accordance with Rule 12b-1 adopted by the SEC under
the Investment Company Act.
Rule
12b-1
Rule
12b-1 permits an investment company to pay expenses associated with the
distribution of its shares in accordance with a plan adopted by its Board of
Directors and approved by its shareholders. Pursuant to such rule, the Board of
Directors of the funds’ A, C and R Classes have approved and entered into the A
Class Plan, C Class Plan and R Class Plan, respectively. The plans are described
below.
In
adopting the plans, the Board of Directors (including a majority of directors
who are not interested persons of the funds, as defined in the Investment
Company Act, hereafter referred to as the independent directors) determined that
there was a reasonable likelihood that the plans would benefit the funds and the
shareholders of the affected class. Some of the anticipated benefits include
improved name recognition of the funds generally; and growing assets in existing
funds, which helps retain and attract investment management talent, provides a
better environment for improving fund performance, and can lower the total
expense ratio for funds with stepped-fee schedules. Pursuant to Rule 12b-1,
information about revenues and expenses under the plans is presented to the
Board of Directors quarterly. Continuance of the plans must be approved by the
Board of Directors, including a majority of the independent directors, annually.
The plans may be amended by a vote of the Board of Directors, including a
majority of the independent directors, except that the plans may not be amended
to materially increase the amount spent for distribution without majority
approval of the shareholders of the affected class. The plans terminate
automatically in the event of an assignment and may be terminated upon a vote of
a majority of the independent directors or by a majority of outstanding
shareholder votes of the affected class.
All
fees paid under the plans will be made in accordance with Section 2830 of the
Conduct Rules of the Financial Industry Regulatory Authority
(FINRA).
The
Share Class Plans
As
described in the prospectuses, the A, C and R Class shares of the funds are made
available to persons purchasing through broker-dealers, banks, insurance
companies and other financial intermediaries that provide various
administrative, shareholder and distribution services. In addition, the A, C and
R Classes are made available to participants in employer-sponsored retirement
plans. The funds’ distributor enters into contracts with various banks,
broker-dealers, insurance companies and other financial intermediaries, with
respect to the sale of the funds’ shares and/or the use of the funds’ shares in
various investment products or in connection with various financial
services.
Certain
recordkeeping and administrative services that would otherwise be performed by
the funds’ transfer agent may be performed by a plan sponsor (or its agents) or
by a financial intermediary for A, C and R Class investors. In addition to such
services, the financial intermediaries provide various individual shareholder
and distribution services.
To
enable the funds’ shares to be made available through such plans and financial
intermediaries, and to compensate them for such services, the funds’ Board of
Directors has adopted the A, C and R Class Plans. Pursuant to the plans, the
following fees are paid and described further below.
A
Class
The
A Class each pay the funds’ distributor 0.25% annually of the average net asset
value of the A Class shares, respectively. The distributor may use these fees to
pay for certain ongoing shareholder and administrative services and for
distribution services, including past distribution services. This payment is
fixed at 0.25% and is not based on expenses incurred by the
distributor.
C
Class
The
C Class pays the funds’ distributor 1.00% annually of the average daily net
asset value of the funds’ C Class shares, 0.25% of which is paid for certain
ongoing individual shareholder and administrative services and 0.75% of which is
paid for distribution services. This payment is fixed at 1.00% and is not based
on expenses incurred by the distributor.
R
Class
The
R Class pays the funds’ distributor 0.50% annually of the average daily net
asset value of the R Class shares. The distributor may use these fees to pay for
certain ongoing shareholder and administrative services and for distribution
services, including past distribution services. This payment is fixed at 0.50%
and is not based on expenses incurred by the distributor.
During
the fiscal year ended March 31, 2022,
the aggregate amount of fees paid under each class plan is listed in the table
below.
|
|
|
|
|
|
|
|
|
|
|
|
| |
A
Class
|
C
Class
|
R
Class
|
| Equity
Income |
$2,199,862 |
$2,917,607 |
$259,268 |
| Focused
Large Cap Value |
$86,275 |
$11,735 |
$23,219 |
| Mid
Cap Value |
$789,062 |
$456,345 |
$498,940 |
| Small
Cap Value |
$285,656 |
$239,161 |
$33,557 |
| Value |
$173,223 |
$98,442 |
$1,230,096 |
The
distributor then makes these payments to the financial intermediaries (including
underwriters and broker-dealers, who may use some of the proceeds to compensate
sales personnel) who offer the A, C and R Class shares for the services
described below. No portion of these payments is used by the distributor to pay
for advertising, printing costs or interest expenses.
Payments
may be made for a variety of individual shareholder services, including, but not
limited to:
(a)providing
individualized and customized investment advisory services, including the
consideration of shareholder profiles and specific goals;
(b)creating
investment models and asset allocation models for use by shareholders in
selecting appropriate funds;
(c)conducting
proprietary research about investment choices and the market in
general;
(d)periodic
rebalancing of shareholder accounts to ensure compliance with the selected asset
allocation;
(e)consolidating
shareholder accounts in one place;
(f)paying
service fees for providing personal, continuing services to investors, as
contemplated by the Conduct Rules of FINRA; and
(g)other
individual services.
Individual
shareholder services do not include those activities and expenses that are
primarily intended to result in the sale of additional shares of the funds.
Distribution
services include any activity undertaken or expense incurred that is primarily
intended to result in the sale of A, C and R Class shares, which services may
include but are not limited to:
(a)paying
sales commissions, on-going commissions and other payments to brokers, dealers,
financial institutions or others who sell A, C and R Class shares pursuant to
selling agreements;
(b)compensating
registered representatives or other employees of the distributor who engage in
or support distribution of the funds’ A, C and R Class shares;
(c)compensating
and paying expenses (including overhead and telephone expenses) of the
distributor;
(d)printing
prospectuses, statements of additional information and reports for
other-than-existing shareholders;
(e)preparing,
printing and distributing sales literature and advertising materials provided to
the funds’ shareholders and prospective shareholders;
(f)receiving
and answering correspondence from prospective shareholders, including
distributing prospectuses, statements of additional information, and shareholder
reports;
(g)providing
facilities to answer questions from prospective shareholders about fund
shares;
(h)complying
with federal and state securities laws pertaining to the sale of fund
shares;
(i)assisting
shareholders in completing application forms and selecting dividend and other
account options;
(j)providing
other reasonable assistance in connection with the distribution of fund
shares;
(k)organizing
and conducting sales seminars and payments in the form of transactional and
compensation or promotional incentives;
(l)profit
on the foregoing; and
(m)such
other distribution and services activities as the advisor determines may be paid
for by the funds pursuant to the terms of the agreement between the corporation
and the funds’ distributor and in accordance with Rule 12b-1 of the Investment
Company Act.
The
net asset value (NAV) for each class of each fund is calculated by adding the
value of all portfolio securities and other assets attributable to the class,
deducting liabilities and dividing the result by the number of shares of the
class outstanding. Expenses and interest earned on portfolio securities are
accrued daily.
All
classes of the funds except the A Class are offered at their NAV. The A Class of
the funds is offered at its public offering price, which is the net asset value
plus the appropriate sales charge. This calculation may be expressed as a
formula:
Offering
Price = NAV/(1 – Sales Charge as a % of Offering Price)
For
example, if the NAV of a fund’s A Class shares is $5.00, the public offering
price would be $5/(1-5.75%) = $5.31.
Each
fund’s NAV is calculated as of the close of regular
trading on
the New York Stock Exchange (the NYSE) each day the NYSE is open for business.
The NYSE usually closes at 4 p.m. Eastern time. The NYSE typically observes the
following holidays: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day,
Good Friday, Memorial Day, Juneteenth National Independence Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Although the funds expect
the same holidays to be observed in the future, the NYSE may modify its holiday
schedule at any time.
The
fund values portfolio securities for which market quotations are readily
available at their market price. As a general rule, equity securities listed on
a U.S. exchange are valued at the last reported sale price as of the time of
valuation. Portfolio securities primarily traded on foreign securities exchanges
are generally valued at the preceding official close price or last sale price of
such securities on the foreign exchange where primarily traded or at the time
the fund’s NAV is determined, if that foreign exchange is open later than the
NYSE.
Trading
in securities on European, African
and
Asian securities exchanges and over-the-counter markets is normally completed at
various times before the close of business on each day that the NYSE is open.
The funds may apply model-derived factors to the closing prices of equity
securities traded on foreign securities exchanges. Factors are based on
observable market data as provided by an independent pricing service. If an
event were to occur after the value of a security was established, but before
the NAV was determined, that was likely to materially change the NAV, then that
security would be valued as determined in accordance with procedures adopted by
the Board of Directors.
Trading
of these securities in foreign markets may not take place on every day that the
NYSE is open. In addition, trading may take place in various foreign markets and
on some electronic trading networks on Saturdays or on other days when the NYSE
is not open and on which the funds’ NAVs are not calculated. Therefore, such
calculations do not take place contemporaneously with the determination of the
prices of many of the portfolio securities used in such calculation, and the
value of the funds’ portfolios may be affected on days when shares of the funds
may not be purchased or redeemed.
The
fund may use third party pricing services to assist in the determination of
market value. When market quotations are not readily available, or
believed by the advisor to be unreliable,
securities and other assets are valued at fair value as determined according to
procedures adopted by the Board of Directors.
Debt
securities are generally valued using
evaluated prices obtained
from approved
independent pricing
services or at the most recent mean of the bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Directors.
The
methods used by the pricing services and the valuations so established are
reviewed by the advisor under the general supervision of the Board of
Directors.There are a number of pricing services available, and the advisor, on
the basis of ongoing evaluation of these services, may use other pricing
services or discontinue the use of any pricing service in whole or in
part.
Securities
maturing within 60 days of the valuation date may also be valued at cost, plus
or minus any amortized discount or premium, unless it is determined that this
would not result in fair valuation of a given security. Other assets and
securities for which quotations are not readily available are valued in good
faith using methods approved by the Board of Directors.
The
value of any security or other asset denominated in a currency other than U.S.
dollars is then converted to U.S. dollars at the prevailing foreign exchange
rate at the time the fund’s NAV is determined. Securities that are neither
listed on a securities exchange or traded over the counter may be priced using
the mean of the bid and asked prices obtained from an independent broker who is
an established market maker in the security.
Valuations
are determined in accordance with applicable federal securities laws,
regulations promulgated by the SEC and accounting principles generally accepted
in the United States. The SEC recently adopted Rule 2a-5 under the Investment
Company Act of 1940, which, among other things, establishes an updated
regulatory framework for registered investment companies’ valuation practices.
Effective September 8, 2022, the value of securities and other assets and
liabilities held by the fund will be determined by the advisor, as the valuation
designee, pursuant to its valuation policies and procedures. The fund’s board
oversees the valuation designee and at least annually will review its valuation
policies and procedures.
Each
fund intends to qualify annually as a regulated investment company (RIC) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). RICs
generally are not subject to federal and state income taxes. To qualify as a RIC
a fund must, among other requirements, distribute substantially all of its net
investment income and net realized capital gains (if any) to investors each
year. If a fund were not eligible to be treated as a RIC, it would be liable for
taxes at the fund level on all of its income, significantly reducing its
distributions to investors and eliminating investors’ ability to treat
distributions received from the fund in the same manner in which they were
realized by the fund. Under certain circumstances, the Code allows funds to cure
deficiencies that would otherwise result in the loss of RIC status, including by
paying a fund-level tax.
To
qualify as a RIC, a fund must meet certain requirements of the Code, among which
are requirements relating to sources of its income and diversification of its
assets. A fund is also required to distribute 90% of its investment company
taxable income each year. Additionally, a fund must declare dividends by
December 31 of each year equal to at least 98% of ordinary income (as of
December 31) and 98.2% of capital gains (as of October 31) to avoid the
nondeductible 4% federal excise tax on any undistributed amounts.
A
fund’s transactions in foreign currencies, forward contracts, options, futures
contracts (including options and futures contracts on foreign currencies) and
short sales will be subject to special provisions of the Code that, among other
things, may affect the character of gains and losses realized by the fund (i.e.,
may affect whether gains or losses are ordinary or capital), accelerate
recognition of income to the fund, defer fund losses or accelerate fund gains,
and affect the determination of whether capital gains and losses are
characterized as long-term or short-term capital gains or losses. These rules
could therefore affect the character, amount and timing of distributions to
shareholders. These provisions also may require a fund to mark-to-market certain
types of the positions in its portfolio (i.e., treat them as if they were sold),
which may cause the fund to recognize income without receiving cash with which
to make distributions in amounts necessary to satisfy the distribution
requirements of the Code for relief from income and excise taxes. A fund will
monitor its transactions and may make such tax elections as fund management
deems appropriate with respect to these transactions.
A
fund’s investments in foreign securities may be subject to withholding and other
taxes imposed by foreign countries. However, tax conventions between certain
countries and the United States may reduce or eliminate such taxes. Any foreign
taxes paid by a fund will reduce its dividend distributions to
investors.
If
a fund purchases the securities of certain foreign investment entities called
passive foreign investment companies (PFIC), capital gains on the sale of those
holdings will be deemed ordinary income regardless of how long the fund holds
the investment. The fund also may be subject to corporate income tax and an
interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to the
fund. To avoid such tax and interest, the fund may
elect
to treat PFICs as sold on the last day of its fiscal year, mark-to-market these
securities, and recognize any unrealized gains (or losses, to the extent of
previously recognized gains) as ordinary income each year.
A
fund’s investment in affiliated funds and ETFs could affect the amount, timing
and character of distributions from the funds, and therefore may increase the
amount of taxes payable by shareholders.
As
of March 31, 2022,
the funds had
no
capital loss carryovers. When a fund has a capital loss carryover, it does not
make capital gains distributions until the loss has been offset. The Regulated
Investment Company Modernization Act of 2010 allows the funds to carry forward
capital losses incurred in future taxable years for an unlimited
period.
If
you have not complied with certain provisions of the Internal Revenue Code and
Regulations, either American Century Investments or your financial intermediary
is required by federal law to withhold and remit to the IRS the applicable
federal withholding rate on reportable payments (which may include dividends,
capital gains distributions and redemption proceeds). Those regulations require
you to certify that the Social Security number or tax identification number you
provide is correct and that you are not subject to withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your account application. Payments reported by us to the IRS
that omit your Social Security number or tax identification number will subject
us to a non-refundable penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed.
If
fund shares are purchased through taxable accounts, distributions either of cash
or additional shares of net investment income and net short-term capital gains
are taxable to you as ordinary income, unless they are designated as qualified
dividend income and you meet a minimum required holding period with respect to
your shares of a fund, in which case such distributions are taxed at the same
rate as long-term capital gains. Qualified dividend income is a dividend
received by a fund from the stock of a domestic or qualifying foreign
corporation, provided that the fund has held the stock for a required holding
period and the stock was not on loan at the time of the dividend. The required
holding period for qualified dividend income is met if the underlying shares are
held more than 60 days in the 121-day period beginning 60 days prior to the
ex-dividend date. Dividends received by the funds on shares of stock of domestic
corporations may qualify for the 70% dividends received deduction when
distributed to corporate shareholders to the extent that the fund held those
shares for more than 45 days.
Distributions
from gains on assets held by a fund longer than 12 months are taxable as
long-term gains regardless of the length of time you have held your shares in
the fund. If you purchase shares in the fund and sell them at a loss within six
months, your loss on the sale of those shares will be treated as a long-term
capital loss to the extent of any long-term capital gains dividend you received
on those shares.
Each
fund may use the “equalization method” of accounting to allocate a portion of
its earnings and profits to redemption proceeds. Although using this method
generally will not affect a fund’s total returns, it may reduce the amount that
a fund would otherwise distribute to continuing shareholders by reducing the
effect of redemptions of fund shares on fund distributions to
shareholders.
A
redemption of shares of a fund (including a redemption made in an exchange
transaction) will be a taxable transaction for federal income tax purposes, and
you generally will recognize gain or loss in an amount equal to the difference
between the basis of the shares and the amount received. If a loss is realized
on the redemption of fund shares, the reinvestment in additional fund shares
within 30 days before or after the redemption may be subject to the “wash sale”
rules of the Code, postponing the recognition of such loss for federal income
tax purposes.
A
3.8% Medicare contribution tax is imposed on net investment income, including
interest, dividends and capital gains, provided you meet specified income
levels.
Distributions
by the funds also may be subject to state and local taxes, even if all or a
substantial part of those distributions are derived from interest on U.S.
government obligations which, if you received such interest directly, would be
exempt from state income tax. However, most, but not all, states allow this tax
exemption to pass through to fund shareholders when a fund pays distributions to
its shareholders. You should consult your tax advisor about the tax status of
these distributions in your own state.
The
information above is only a summary of some of the tax considerations affecting
the funds and their U.S. shareholders. No attempt has been made to discuss
individual tax consequences. A prospective investor should consult with his or
her tax advisors or state or local tax authorities to determine whether the
funds are suitable investments.
The
financial statements and financial highlights for each of the funds, except
Small Cap Dividend Fund,
for the fiscal year ended March 31, 2022
have been audited by Deloitte & Touche LLP, independent registered public
accounting firm. The funds’ Reports of Independent Registered Public Accounting
Firm and the financial statements included in the annual
report
for each of these funds for the fiscal year ended March 31, 2022
are incorporated herein by reference.
Because Small Cap Dividend Fund
is new, it does not have financial statements or financial
highlights.
As
of June
30,
2022, the following shareholders owned more than 5% of the outstanding shares of
a class of the funds. The table shows shares owned of record unless otherwise
noted.
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
| Equity
Income |
| Investor
Class |
| |
Charles
Schwab & Co., Inc.
San Francisco, California |
18% |
| |
National
Financial Services LLC
Jersey City, New Jersey |
12% |
| |
LPL
Financial
San Diego, California |
8% |
| I
Class |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
27% |
| |
Charles
Schwab & Co. Inc.
San Francisco, California |
21% |
| |
National
Financial Services LLC
Jersey City, New Jersey |
17% |
|
MSSB
LLC
New York, New York |
8% |
|
Spec
CDY A/C Excl Ben Cust UBSFSI
Weehawken, New Jersey |
6% |
| Y
Class |
|
JP
Morgan Securities LLC
Brooklyn, New York |
92% |
|
Associated
Trust Co
Green Bay, Wisconsin |
5% |
| A
Class |
| |
American
Enterprise Investment Svc
Minneapolis, Minnesota |
14% |
|
UMB
Bank NA
Topeka,Kansas |
9% |
|
MSSB
LLC
New York, New York |
8% |
|
National
Financial Services LLC
Jersey City, New Jersey |
7% |
|
MLPF&S
Jacksonville, Florida |
7% |
|
Charles
Schwab & Co., Inc.
San Francisco, California |
6% |
|
Wells
Fargo Clearing Services LLC
St. Louis, MO |
5% |
| C
Class |
|
| |
American
Enterprise Investment Svc
Minneapolis, Minnesota |
25% |
|
Wells
Fargo Clearing Services LLC
St. Louis, Missouri |
15% |
|
MSSB
LLC
New York, New York |
13% |
| |
Charles
Schwab & Co. Inc.
San Francisco, California |
8% |
|
Spec
CDY A/C Excl Ben Cust UBSFSI
Weehawken, New Jersey |
7% |
|
Raymond
James Omnibus
St Petersburg, Florida |
7% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
LPL
Financial Omnibus
San Diego, California |
6% |
|
National
Financial Services LLC
Jersey City, New Jersey |
5% |
| R
Class |
| |
Hartford
Life Insurance Company
Hartford, Connecticut |
44% |
|
Great-West
Trust Company LLC
Greenwood
Village, Colorado
Includes
6.28% registered for the benefit of Empower Benefit Plans |
8% |
| R5
Class |
|
National
Financial Services LLC
New Jersey City, New Jersey |
97% |
| R6
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
40% |
|
DCGT
Trustee and/or Custodian
FBO PLIC Various Retirement Plans
Omnibus
Des Moines, Iowa |
9% |
|
VOYA
Institutional Trust Company
Windsor, Connecticut |
9% |
|
State
of Florida Employees
Columbus, Ohio |
5% |
| G
Class |
|
American
Century Investment
Kansas
City, Missouri
Shares owned of record and beneficially.
|
100% |
| Focused
Large Cap Value |
|
| Investor
Class |
| |
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Moderate Omnibus
Kansas
City, Missouri
Shares
owned of record and beneficially. |
28% |
|
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Aggressive Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially. |
20% |
| |
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Conservative Omnibus
Kansas
City, Missouri
Shares
owned of record and beneficially. |
16% |
|
National
Financial Services LLC
Jersey City, New Jersey |
8% |
|
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Very Aggressive Omnibus
Kansas
City, Missouri
Shares
owned of record and beneficially. |
8% |
|
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Very Conservative Omnibus
Kansas
City, Missouri
Shares
owned of record and beneficially. |
7% |
| I
Class |
|
Pershing
LLC
Jersey City, New Jersey |
40% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
24% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
| |
National
Financial Services LLC
Jersey City, New Jersey |
12% |
|
MLPF&S
Jacksonville, Florida |
6% |
| A
Class |
| |
National
Financial Services LLC
Jersey City, New Jersey |
22% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
16% |
|
MLPF&S
Jacksonville,
Florida |
10% |
|
Pershing
LLC
Jersey City, New Jersey
|
8% |
|
Hartford
Life Insurance Company
Hartford, Connecticut |
5% |
| C
Class |
| |
American
Enterprise Investment Svc
Minneapolis, Minnesota |
20% |
|
LPL
Financial
San Diego, California |
20% |
|
Pershing
LLC
Jersey City, New Jersey |
14% |
|
Raymond
James Omnibus
St Petersburg, Florida |
8% |
| |
MLPF&S,
Inc.
Jacksonville, Florida |
8% |
| R
Class |
| |
VOYA
Institutional Trust Company
Windsor, Connecticut |
20% |
|
Charles
Schwab Trust Company
Phoenix, Arizona |
10% |
|
R5
Class |
|
American
Century Investment Management, Inc
Kansas
City, Missouri
Shares owned of record and beneficially.
|
100% |
|
R6
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
68% |
|
Nationwide
Trust Company
Columbus, Ohio |
27% |
| G
Class |
|
AC
Retirement Date Trust
Woburn,
MA
Includes
6.80% registered to TD 2045 Trust; 6.67% registered to TD
2030
Trust; 6.41% registered to 2040 Trust; 6.32% registered to 2035
Trust;
6.24% registered to 2050 Trust; and 5.13% registered to TD
2025
Trust |
47% |
|
American
Century Serv Corp SSB&T Custodian
One Choice 2035 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
8% |
|
American
Century Serv Corp SSB&T Custodian
One Choice In Retirement
Portfolio NT Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
7% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
American
Century Services LLC SSB&T Custodian
One Choice 2025 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
7% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2030 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
7% |
|
American
Century Serv Corp SSB&T Custodian
One Choice 2045 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2040 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
Mid
Cap Value
|
| Investor
Class |
| |
National
Financial Services LLC
Jersey City, New Jersey |
34% |
| |
Charles
Schwab & Co., Inc.
San Francisco, California |
13% |
|
American
Century Serv Corp SSB&T Custodian
One
Choice Portfolio Moderate Omnibus
Kansas
City, Missouri
Shares
owned of record and beneficially. |
5% |
| I
Class |
| |
National
Financial Services LLC
Jersey City, New Jersey |
19% |
|
Charles
Schwab & Co. Inc.
San Francisco, California |
15% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
14% |
|
Ameritrade
Inc
Omaha, Nebraska |
8% |
| Y
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
58% |
|
Pershing
LLC
Jersey City, New Jersey |
40% |
| A
Class |
|
MLPF&S
Jacksonville,
Florida |
16% |
|
Great-West
Trust Company LLC
Greenwood
Village, Colorado
Includes
10.83% registered for the benefit of Empower Benefit Plans |
14% |
| |
American
Enterprise Investment Svc
Minneapolis, Minnesota |
6% |
|
MSSB
LLC
New York, New York |
6% |
| C
Class |
| |
Wells
Fargo Clearing Services LLC
St. Louis, Missouri |
41% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
19% |
|
LPL
Financial
San Diego, California |
11% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
MSSB
LLC
New York, New York |
10% |
| |
Spec
CDY A/C Excl Ben Cust UBSFSI
Weehawken, New Jersey |
6% |
| R
Class |
|
Sammons
Financial Network LLC
West Des Moines, Iowa |
39% |
|
PIMS/Prudential
Hartford,
Connecticut |
10% |
| |
Hartford
Life Insurance Company
Hartford, Connecticut |
9% |
|
VOYA
Institutional Trust Company
Windsor, Connecticut |
8% |
| R5
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
49% |
|
Nationwide
Trust Company
Columbus, Ohio |
15% |
|
Great-West
Trust Company LLC TTEE Employee Benefits Clients 401K
Greenwood
Village, Colorado |
11% |
|
Charles
Schwab & Co. Inc.
San Francisco, California |
6% |
| R6
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
25% |
|
Great-West
Trust Company LLC TTEE Employee Benefits Clients 401K
Greenwood
Village, Colorado |
10% |
|
DCGT
Trustee and/or Custodian FBO PLIC Various
Retirement Plans
Omnibus
Des Moines, Iowa |
9% |
|
TIAA
St.
Louis, Missouri |
9% |
| G
Class |
|
AC
Retirement Date Trust
Woburn,
MA
Includes
7.15% registered to TD 2045 Trust; 6.64% registered to TD
2050
Trust; 6.64% registered to 2040 Trust; 6.33% registered to 2035
Trust;
and 6.20% registered to TD 2030 Trust |
46% |
|
American
Century Serv Corp SSB&T Custodian
One Choice 2035 Portfolio NT Mid
Cap Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
8% |
|
American
Century Serv Corp SSB&T Custodian
One Choice In Retirement
Portfolio NT Mid Cap Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
7% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2025 Portfolio NT
Mid Cap Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2025 Portfolio NT
Mid Cap Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2030 Portfolio NT
Mid Cap Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
American
Century Serv Corp SSB&T Custodian
One Choice 2045 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
6% |
|
American
Century Services LLC SSB&T Custodian
One Choice 2040 Portfolio NT
Large Company Value Omnibus
Kansas City, MO
Shares
owned of record and beneficially |
5% |
|
Small
Cap Value
|
| Investor
Class |
|
National
Financial Services LLC
Jersey
City, New Jersey |
18% |
|
Charles
Schwab & Co., Inc.
San Francisco, CA |
10% |
|
LPL
Financial
San Diego, California |
6% |
|
I
Class |
|
Wells
Fargo Clearing Services LLC
St. Louis, Missouri |
17% |
|
Charles
Schwab & Co., Inc.
San Francisco, CA |
15% |
|
National
Financial Services LLC
Jersey City, New Jersey |
13% |
|
MLPF&S
Jacksonville, Florida |
10% |
|
Raymond
James Omnibus
St Petersburg, Florida |
9% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
7% |
| Y
Class |
|
Pershing
LLC
Jersey City, New Jersey |
41% |
|
MLPF&S
Jacksonville, Florida |
44% |
|
Saxon
& Co
Cleveland, Ohio |
15% |
|
National
Financial Services LLC
Jersey City, New Jersey |
5% |
| A
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
13% |
| |
DCGT
Trustee and/or Custodian
FBO PLIC Various Retirement Plans
Omnibus
Des Moines, Iowa |
13% |
| |
Hartford
Life Insurance Company
Hartford, Connecticut |
12% |
|
MLPF&S
Jacksonville, Florida |
7% |
|
Nationwide
Trust Company FSB
Columbus, Ohio |
7% |
| C
Class |
|
Raymond
James
St. Petersburg, Florida |
19% |
|
National
Financial Services LLC
Jersey City, New Jersey |
18% |
|
Wells
Fargo Clearing Services LLC
St. Louis, Missouri |
13% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
Centennial
Bank Trust
Jonesboro, Arkansas |
11% |
|
LPL
Financial
San Diego, California |
11% |
|
American
Enterprise Inv Svcs
Minneapolis, Indiana |
9% |
|
MLPF&S
Jacksonville, Florida |
6% |
| R
Class |
|
Hartford
Life Insurance Company
Hartford, Connecticut |
24% |
|
State
St BK/TR as TTEE and/or Cust
FBO ADP Access Product
Boston,
Massachusetts |
13% |
| |
ASCENSUS
Trust Co FBO
Fargo,
North Dakota
Includes
6.08% registered for the benefit of Goldstein Grp Communications
Inc |
9% |
|
Massachusetts
Mutual Life Insurance Company
Springfield, Massachusetts |
8% |
| R5
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
37% |
|
Matrix
Trust Company FBO
Phoenix,
Arizona
Includes
36.58% registered for the benefit of Direct Supply Inc
401(K) |
33% |
|
T
Rowe Price Retirement Plan Svcs
Owings Mills, Maryland |
12% |
|
DCGT
Trustee & or Custodian
FBO PLIC Various Retirement Plans
Omnibus
Des Moines, Iowa |
5% |
| R6
Class |
|
National
Financial Services LLC
Jersey City, New Jersey |
23% |
|
DCGT
Trustee & or Custodian
FBO PLIC Various Retirement Plans
Omnibus
Des Moines, Iowa |
13% |
|
Charles
Schwab & Co., Inc.
San Francisco, California |
7% |
| G
Class |
|
AC
Retirement Date Trust
Woburn,
Massachusetts
Includes
6.69% registered for the benefit of TD 2045 Trust, 6.26% registered for
the benefit of TD 2040 Trust, 6.23% registered for the benefit of TD 2035
Trust, 6.23% registered for the benefit of TD 2050 Trust and 6.20%
registered for the benefit of TD 2030 Trust |
46% |
|
American
Century Services LLC SSB&T Custodian
One
Choice 2035 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
8% |
|
American
Century Services LLC SSB&T Custodian
One
Choice 2045 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
7% |
|
American
Century Services LLC SSB&T Custodian
One
Choice In Retirement Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
7% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
American
Century Services LLC SSB&T Custodian
One
Choice 2025 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
6% |
|
American
Century Services LLC SSB&T Custodian
One
Choice 2030 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
6% |
|
American
Century Services LLC SSB&T Custodian
One
Choice 2040 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
6% |
|
American
Century Services LLC SSB&T Custodian
One
Choice 2050 Portfolio Small Cap Value Omnibus
Kansas
City, Missouri
Shares owned of record and beneficially.
|
5% |
|
Value
|
| Investor
Class |
|
Charles
Schwab & Co., Inc.
San Francisco, California |
8% |
|
National
Financial Services LLC
Jersey City, New Jersey |
7% |
| I
Class |
|
KS
Post-Secondary Education SP SSB&T
Kansas
City, Missouri
Includes
14.15% registered for the benefit of Schwab - Aggressive, 10.88%
registered for the benefit of Schwab - Moderately Aggressive and 8.71 %
for the benefit of Schwab - Moderate. |
72% |
|
National
Financial Services LLC
Jersey City, New Jersey |
7% |
| Y
Class |
|
Pershing
LLC
Jersey City, New Jersey |
89% |
|
SEI
Private Trust Co. c/o TIAA-SWP
Oaks, Pennsylvania |
10% |
| A
Class |
| |
BNY
Mellon Investment Servicing, Inc.
FBO Primerica Financial
Services
King of Prussia, Pennsylvania |
13% |
|
Wells
Fargo First Clearing Services LLC
St. Louis, Missouri |
7% |
|
MLPF&S,
Inc
Jacksonville, Florida |
8% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
8% |
|
National
Financial Services LLC
Jersey City, New Jersey |
7% |
|
Pershing
LLC
Jersey City, New Jersey |
6% |
|
Nationwide
Trust Company
Columbus, Ohio |
6% |
| C
Class |
|
LPL
Financial
San Diego, California |
30% |
|
Wells
Fargo First Clearing Services LLC
St. Louis, Missouri |
15% |
| |
Pershing
LLC
Jersey City, New Jersey |
14% |
|
|
|
|
|
|
|
|
|
|
Fund/
Class
|
Shareholder
|
Percentage
of Outstanding
Shares
Owned of Record
|
|
Spec
CDY A/C Excl Ben Cust UBSFSI
Weehawken, New Jersey |
9% |
|
Raymond
James Omnibus for Mutual Fund House Acct Firm
St. Petersburg,
Florida |
8% |
|
American
Enterprise Investment Svc
Minneapolis, Minnesota |
6% |
| R
Class |
| |
Sammons
Financial Network LLC
West Des Moines, Iowa |
96% |
| R5
Class |
|
Reliance
Trust CO TTEE FBO ADP Access Large Market
Atlanta, Georgia |
99% |
| R6
Class |
|
Charles
Schwab & Co., Inc.
San Francisco, California |
18% |
|
National
Financial Services LLC
Jersey City, New Jersey |
14% |
|
Nationwide
Trust Company
Columbus, Ohio |
13% |
|
Benefit
Trust Company
BTC as Trustee for YourPath Hybrid Moderate
CIT
Overland Park, Kansas |
9% |
|
Great-West
Trust Company LLC TTEE
Greenwood
Village, Colorado
Includes
5.70% registered for the benefit of Liggett Vector Brands Savings
Plan |
8% |
|
Vanguard
Fiduciary Trust Co
FBO 401k Clients
Valley Forge,
Pennsylvania |
6% |
A
shareholder owning beneficially more than 25% of the corporation’s outstanding
shares may be considered a controlling person. The vote of any such person could
have a more significant effect on matters presented at a shareholders’ meeting
than votes of other shareholders. The
funds are unaware of any shareholders, beneficial or of record, who own more
than 25% of the voting securities of the corporation.
As of June
30,
2022, the officers and directors of the funds, as a group, owned less than 1% of
any classes of the funds’ outstanding shares.
Sales
Charges
The
sales charges applicable to the A and C Classes of the funds are described in
the prospectuses for those classes in the section titled Investing
Through a Financial Intermediary.
Shares
of the A Class are subject to an initial sales charge, which declines as the
amount of the purchase increases. Additional information regarding reductions
and, if applicable, waivers of the sales charges may be found in the funds’
prospectuses.
Shares
of the A and C Classes are subject to a contingent deferred sales charge (CDSC)
upon redemption of the shares in certain circumstances. The specific charges and
when they apply are described in the relevant prospectuses. The CDSC may be
waived for certain redemptions by some shareholders, as described in the
prospectuses.
An
investor may terminate his relationship with an intermediary at any time. If the
investor does not establish a relationship with a new intermediary and transfer
any accounts to that new intermediary, such accounts may be exchanged to the
Investor Class of the fund, if such class is available. The investor will be the
shareholder of record of such accounts. In this situation, any applicable CDSCs
will be charged when the exchange is made.
The
aggregate CDSCs paid to the distributor for the A Class shares in the fiscal
year ended March 31, 2022
were:
|
|
|
|
|
|
| Equity
Income |
$4,864 |
| Mid
Cap Value |
— |
| Small
Cap Value |
$1,550 |
The
aggregate CDSCs paid to the distributor for the C Class shares in the fiscal
year ended March 31, 2022 were:
|
|
|
|
|
|
| Equity
Income |
$10,874 |
| Focused
Large Cap Value |
— |
| Mid
Cap Value |
$5,310 |
| Small
Cap Value |
$3,650 |
| Value |
$618 |
Payments
to Dealers
The
funds’ distributor expects to pay dealer commissions to the financial
intermediaries who sell A and/or C Class shares of the fund at the time of such
sales. Payments for A Class shares are as follows:
|
|
|
|
|
|
|
Purchase
Amount |
Dealer
Commission as a % of Offering Price |
| <
$50,000 |
5.00% |
| $50,000
- $99,999 |
4.00% |
| $100,000
- $249,999 |
3.25% |
| $250,000
- $499,999 |
2.00% |
| $500,000
- $999,999 |
1.75% |
| $1,000,000
- $3,999,999 |
1.00% |
| $4,000,000
- $9,999,999 |
0.50% |
| >
$10,000,000 |
0.25% |
No
dealer commission will be paid on purchases by employer-sponsored retirement
plans. For this purpose, employer-sponsored retirement plans do not include SEP
IRAs, SIMPLE IRAs or SARSEPs. Payments will equal 1.00% of the purchase price of
the C Class shares sold by the intermediary. The distributor will retain the
12b-1 fee paid by the C Class of funds for the first 12 months after the shares
are purchased. This fee is intended in part to permit the distributor to recoup
a portion of on-going sales commissions to dealers plus financing costs, if any.
Beginning with the first day of the 13th month, the distributor will make the C
Class distribution and individual shareholder services fee payments described
above to the financial intermediaries involved on a quarterly basis. In
addition, C Class purchases and A Class purchases greater than $1,000,000 are
subject to a CDSC as described in the prospectuses.
From
time to time, the distributor may make additional payments to dealers, including
but not limited to payment assistance for conferences and seminars, provision of
sales or training programs for dealer employees and/or the public (including, in
some cases, payment for travel expenses for registered representatives and other
dealer employees who participate), advertising and sales campaigns about a fund
or funds, and assistance in financing dealer-sponsored events. Other payments
may be offered as well, and all such payments will be consistent with applicable
law, including the then-current rules of the Financial Industry Regulatory
Authority. Such payments will not change the price paid by investors for shares
of the funds.
Information
about buying, selling, exchanging and, if applicable, converting fund shares is
contained in the funds’ prospectuses. The prospectuses are available to
investors without charge and may be obtained by calling us.
Employer-Sponsored
Retirement Plans
Certain
group employer-sponsored retirement plans that hold a single account for all
plan participants with the fund, or that are part of a retirement plan or
platform offered by banks, broker-dealers, financial advisors or insurance
companies, or serviced by retirement recordkeepers are eligible to purchase
Investor, A, C , R, R5 and R6 Class shares. Employer-sponsored retirement plans
are not eligible to purchase I or Y Class shares. However, employer-sponsored
retirement plans that were invested in the I Class prior to April 10, 2017 may
make additional purchases. A and C Class purchases are available at net asset
value with no dealer commission paid to the financial professional and do not
incur a CDSC. A, C and R Class shares purchased in employer-sponsored retirement
plans are subject to applicable distribution and service (12b-1) fees, which the
financial intermediary begins receiving immediately at the time of purchase.
American Century Investments does not impose minimum initial investment amount,
plan size or participant number requirements by class for employer-sponsored
retirement plans; however, financial intermediaries or plan recordkeepers may
require plans to meet different requirements.
Examples
of employer-sponsored retirement plans include the following:
•401(a)
plans
•pension
plans
•profit
sharing plans
•401(k)
plans (including plans with a Roth 401(k) feature, SIMPLE 401(k) plans and Solo
401(k) plans)
•money
purchase plans
•target
benefit plans
•Taft-Hartley
multi-employer pension plans
•SERP
and “Top Hat” plans
•ERISA
trusts
•employee
benefit plans and trusts
•employer-sponsored
health plans
•457
plans
•KEOGH
or HR(10) plans
•employer-sponsored
403(b) plans (including plans with a Roth 403(b) feature)
•nonqualified
deferred compensation plans
•nonqualified
excess benefit plans
•nonqualified
retirement plans
Traditional
and Roth IRAs are not considered employer-sponsored retirement plans, and SIMPLE
IRAs, SEP IRAs and SARSEPs are collectively referred to as Business IRAs.
Business IRAs that (i) held shares of an A Class fund prior to March 1, 2009
that received sales charge waivers or (ii) held shares of an Advisor Class fund
that was renamed A Class on March 1, 2010, may permit additional purchases by
new and existing participants in A Class shares without an initial sales
charge.
R
Class IRA Accounts established prior to August 1, 2006 may make additional
purchases.
Waiver
of Minimum Initial Investment Amounts — I Class
A
financial intermediary, upon receiving prior approval from American Century
Investments may waive applicable minimum initial investment amounts per
shareholder for I Class shares in the following situations:
•Broker-dealers,
banks, trust companies, registered investment advisors and other financial
intermediaries may make I Class shares available with no initial investment
minimum in fee based advisory programs or accounts where such program or account
is traded omnibus by the financial intermediary;
•Qualified
Tuition Programs under Section 529 that have entered into an agreement with the
distributor; and
•Certain
other situations deemed appropriate by American Century
Investments.
As
described in the prospectuses, the funds invest in fixed-income securities.
Those investments, however, are subject to certain credit quality restrictions,
as noted in the prospectuses and in this statement of additional information.
The following are examples of the rating categories referenced in the prospectus
disclosure.
|
|
|
|
|
|
| Ratings
of Corporate and Municipal Debt Securities |
| Standard
& Poor’s Long-Term Issue Credit Ratings* |
| Category |
Definition |
| AAA |
An
obligation rated ‘AAA’ has the highest rating assigned by Standard &
Poor’s. The obligor’s capacity to meet its financial commitment on the
obligation is extremely strong. |
| AA |
An
obligation rated ‘AA’ differs from the highest-rated obligations only to a
small degree. The obligor’s capacity to meet its financial commitment on
the obligation is very strong. |
| A |
An
obligation rated ‘A’ is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor’s capacity to meet its
financial commitment on the obligation is still strong. |
| BBB |
An
obligation rated ‘BBB’ exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to
lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation. |
| BB;B;
CCC; CC; and C |
Obligations
rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant
speculative characteristics. ‘BB’ indicates the least degree of
speculation and ‘C’ the highest. While such obligations will likely have
some quality and protective characteristics, these may be outweighed by
large uncertainties or major exposures to adverse conditions. |
| BB |
An
obligation rated ‘BB’ is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which
could lead to the obligor’s inadequate capacity to meet its financial
commitment on the obligation. |
| B |
An
obligation rated ‘B’ is more vulnerable to nonpayment than obligations
rated ‘BB’, but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or
economic conditions will likely impair the obligor’s capacity or
willingness to meet its financial commitment on the
obligation. |
| CCC |
An
obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the
event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation. |
| CC |
An
obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The
‘CC’ rating is used when a default has not yet occurred, but Standard
& Poor’s expects default to be a virtual certainty, regardless of the
anticipated time to default. |
| C |
An
obligation rated ‘C’ is currently highly vulnerable to nonpayment,and the
obligation is expected to have lower relative seniority or lower ultimate
recovery compared to obligations that are rated higher. |
| D |
An
obligation rated ‘D’ is in default or in breach of an imputed promise. For
non-hybrid capital instruments, the ‘D’ rating category is used when
payments on an obligation are not made on the date due, unless Standard
& Poor’s believes that such payments will be made within five business
days in the absence of a stated grace period or within the earlier of the
stated grace period or 30 calendar days. The ‘D’ rating also will be used
upon the filing of a bankruptcy petition or the taking of similar action
and where default on an obligation is a virtual certainty, for example due
to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if
it is subject to a distressed exchange offer. |
| NR |
This
indicates that no rating has been requested, or that there is insufficient
information on which to base a rating, or that Standard & Poor’s does
not rate a particular obligation as a matter of
policy. |
*The
ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating
categories.
|
|
|
|
|
|
| Moody’s
Investors Service, Inc. Global Long-Term Rating Scale |
| Category |
Definition |
| Aaa |
Obligations
rated Aaa are judged to be of the highest quality, subject to the lowest
level of credit risk. |
| Aa |
Obligations
rated Aa are judged to be of high quality and are subject to very low
credit risk. |
| A |
Obligations
rated A are judged to be upper-medium grade and are subject to low credit
risk. |
| Baa |
Obligations
rated Baa are judged to be medium-grade and subject to moderate credit
risk and as such may possess certain speculative
characteristics. |
| Ba |
Obligations
rated Ba are judged to be speculative and are subject to substantial
credit risk. |
| B |
Obligations
rated B are considered speculative and are subject to high credit
risk. |
| Caa |
Obligations
rated Caa are judged to be speculative of poor standing and are subject to
very high credit risk. |
| Ca |
Obligations
rated Ca are highly speculative and are likely in, or very near, default,
with some prospect of recovery of principal and interest. |
| C |
Obligations
rated C are the lowest rated and are typically in default, with little
prospect for recovery of principal or
interest. |
Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The
modifier
1 indicates that the obligation ranks in the higher end of its generic rating
category; the modifier 2 indicates a
mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of that generic
rating category. Additionally, a
“(hyb)”
indicator is appended to all ratings of hybrid securities issued by banks,
insurers, finance companies, and securities
firms.
|
|
|
|
|
|
| Fitch
Investors Service, Inc. Long-Term Ratings |
| Category |
Definition |
| AAA |
Highest
credit quality. ‘AAA’
ratings denote the lowest expectation of credit risk. They are assigned
only in cases of exceptionally strong capacity for payment of financial
commitments. This capacity is highly unlikely to be adversely affected by
foreseeable events. |
| AA |
Very
high credit quality. ‘AA’
ratings denote expectations of very low credit risk. They indicate very
strong capacity for payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events. |
| A |
High
credit quality. ‘A’
ratings denote expectations of low credit risk. The capacity for payment
of financial commitments is considered strong. This capacity may,
nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings. |
| BBB |
Good
credit quality. ‘BBB’
ratings indicate that expectations of credit risk are currently low. The
capacity for payment of financial commitments is considered adequate but
adverse business or economic conditions are more likely to impair this
capacity. |
| BB |
Speculative.
‘BB’
ratings indicate an elevated vulnerability to credit risk, particularly in
the event of adverse changes in business or economic conditions over time;
however, business or financial alternatives may be available to allow
financial commitments to be met. |
| B |
Highly
speculative. ‘B’
ratings indicate that material credit risk is present. |
| CCC |
Substantial
credit risk. ‘CCC’
ratings indicate that substantial credit risk is
present. |
| CC |
Very
high levels of credit risk. ‘CC’
ratings indicate very high levels of credit risk. |
| C |
Exceptionally
high levels of credit risk. ‘C’
indicates exceptionally high levels of credit
risk. |
Defaulted
obligations typically are not assigned ‘RD’ or ‘D’ ratings, but are instead
rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery
prospects and other relevant characteristics. This approach better aligns
obligations that have comparable overall expected loss but varying vulnerability
to default and loss.
Notes:
The modifiers “+” or “-“ may be appended to a rating to denote relative status
within major rating categories. Such suffixes are not added to the ‘AAA’
obligation rating category, or to corporate finance obligation ratings in the
categories below ‘CCC’.
|
|
|
|
|
|
| Standard
& Poor’s Corporate Short-Term Note Ratings |
| Category |
Definition |
| A-1 |
A
short-term obligation rated ‘A-1’ is rated in the highest category by
Standard & Poor’s. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the
obligor’s capacity to meet its financial commitment on these obligations
is extremely strong. |
| A-2 |
A
short-term obligation rated ‘A-2’ is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor’s capacity
to meet its financial commitment on the obligation is
satisfactory. |
| A-3 |
A
short-term obligation rated ‘A-3’ exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation. |
| B |
A
short-term obligation rated ‘B’ is regarded as vulnerable and has
significant speculative characteristics. The obligor currently has the
capacity to meet its financial commitments; however, it faces major
ongoing uncertainties which could lead to the obligor’s inadequate
capacity to meet its financial commitments. |
| C |
A
short-term obligation rated ‘C’ is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the
obligation. |
| D |
A
short-term obligation rated ‘D’ is in default or in breach of an imputed
promise. For non-hybrid capital instruments, the ‘D’ rating category is
used when payments on an obligation are not made on the date due, unless
Standard & Poor’s believes that such payments will be made within any
stated grace period. However, any stated grace period longer than five
business days will be treated as five business days. The ‘D’ rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action and where default on an obligation is a virtual certainty,
for example due to automatic stay provisions. An obligation’s rating is
lowered to ‘D’ if it is subject to a distressed exchange offer.
|
|
|
|
|
|
|
| Moody’s
Global Short-Term Rating Scale |
| Category |
Definition |
| P-1 |
Issuers
(or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations. |
| P-2 |
Issuers
(or supporting institutions) rated Prime-2 have a strong ability to repay
short-term debt obligations. |
| P-3 |
Issuers
(or supporting institutions) rated Prime-3 have an acceptable ability to
repay short-term obligations. |
| NP |
Issuers
(or supporting institutions) rated Not Prime do not fall within any of the
Prime rating categories. |
|
|
|
|
|
|
| Fitch
Investors Service, Inc. Short-Term Ratings |
| Category |
Definition |
| F1 |
Highest
short-term credit quality. Indicates
the strongest intrinsic capacity for timely payment of financial
commitments; may have an added “+” to denote any exceptionally strong
credit feature. |
| F2 |
Good
short-term credit quality. Good
intrinsic capacity for timely payment of financial
commitments. |
| F3 |
Fair
short-term credit quality. The
intrinsic capacity for timely payment of financial commitments is
adequate. |
| B |
Speculative
short-term credit quality. Minimal
capacity for timely payment of financial commitments, plus heightened
vulnerability to near term adverse changes in financial and economic
conditions. |
| C |
High
short-term default risk. Default
is a real possibility. |
| RD |
Restricted
default. Indicates
an entity that has defaulted on one or more of its financial commitments,
although it continues to meet other financial obligations. Typically
applicable to entity ratings only. |
| D |
Default
Indicates
a broad-based default event for an entity, or the default of a short-term
obligation. |
|
|
|
|
|
|
| Standard
& Poor’s Municipal Short-Term Note Ratings |
| Category |
Definition |
| SP-1 |
Strong
capacity to pay principal and interest. An issue determined to possess a
very strong capacity to pay debt service is given a plus (+) designation.
|
| SP-2 |
Satisfactory
capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes. |
| SP-3 |
Speculative
capacity to pay principal and interest. |
|
|
|
|
|
|
| Moody’s
US Municipal Short-Term Debt Ratings |
| Category |
Definition |
| MIG
1 |
This
designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support, or
demonstrated broad-based access to the market for refinancing.
|
| MIG
2 |
This
designation denotes strong credit quality. Margins of protection are
ample, although not as large as in the preceding group. |
| MIG
3 |
This
designation denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to
be less well-established. |
| SG |
This
designation denotes speculative-grade credit quality. Debt instruments in
this category may lack sufficient margins of protection.
|
|
|
|
|
|
|
| Moody’s
Demand Obligation Ratings |
| Category |
Definition |
| VMIG
1 |
This
designation denotes superior credit quality. Excellent protection is
afforded by the superior short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely
payment of purchase price upon demand. |
| VMIG
2 |
This
designation denotes strong credit quality. Good protection is afforded by
the strong short-term credit strength of the liquidity provider and
structural and legal protections that ensure the timely payment of
purchase price upon demand. |
| VMIG
3 |
This
designation denotes acceptable credit quality. Adequate protection is
afforded by the satisfactory short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely
payment of purchase price upon demand. |
| SG |
This
designation denotes speculative-grade credit quality. Demand features
rated in this category may be supported by a liquidity provider that does
not have an investment grade short-term rating or may lack the structural
and/or legal protections necessary to ensure the timely payment of
purchase price upon demand. |
American
Century Investment Management, Inc. (Advisor)
is the investment manager for a variety of advisory clients, including the
American Century family of funds. In such capacity, the Advisor has been
delegated the authority to vote proxies with respect to investments held in the
accounts it manages. The following is a statement of the proxy voting policies
that have been adopted by the Advisor. In the exercise of proxy voting authority
which has been delegated to it by particular clients, the Advisor will apply the
following policies in accordance with, and subject to, any specific policies
that have been adopted by the client and communicated to and accepted by the
Advisor in writing.
A.General
Principles
In
providing the service of voting client proxies, the Advisor is guided by general
fiduciary principles, must act prudently, solely in the interest of its clients,
and must not subordinate client interests to unrelated objectives. Except as
otherwise indicated in these Policies, the Advisor will vote all proxies with
respect to investments held in the client accounts it manages. The Advisor will
attempt to consider all factors of its vote that could affect the value of the
investment. Although in most instances the Advisor will vote proxies
consistently across all client accounts, the votes will be based on the best
interests of each client. As a result, accounts managed by the Advisor may at
times vote differently on the same proposals. Examples of when an account’s vote
might differ from other accounts managed by the Advisor include, but are not
limited to, proxy contests and proposed mergers. In short, the Advisor will vote
proxies in the manner that it believes will do the most to maximize shareholder
value.
B.Specific
Proxy Matters
1. Routine
Matters
a. Election
of Directors
(1) Generally.
The
Advisor will generally support the election of directors that result in a board
made up of a majority of independent directors. In general, the Advisor will
vote in favor of management’s director nominees if they are running unopposed.
The Advisor believes that management is in the best possible position to
evaluate the qualifications of directors and the needs and dynamics of a
particular board. The Advisor of course maintains the ability to vote against
any candidate whom it feels is not qualified or if there are specific concerns
about the individual, such as allegations of criminal wrongdoing or breach of
fiduciary responsibilities. Additional information the Advisor may consider
concerning director nominees include, but is not limited to, whether (1) there
is an adequate explanation for repeated absences at board meetings, (2) the
nominee receives non-board fee compensation, or (3) there is a family
relationship between the nominee and the company’s chief executive officer or
controlling shareholder. When management’s nominees are opposed in a proxy
contest, the Advisor will evaluate which nominees’ publicly-announced management
policies and goals are most likely to maximize shareholder value, as well as the
past performance of the incumbents.
(2) Committee
Service. The
Advisor will withhold votes for non-independent directors who serve on the
audit, compensation, and/or nominating committees of the board.
(3) Classification
of Boards. The
Advisor will support proposals that seek to declassify boards. Conversely, the
Advisor will oppose efforts to adopt classified board structures.
(4) Majority
Independent Board. The
Advisor will support proposals calling for a majority of independent directors
on a board. The Advisor believes that a majority of independent directors can
help to facilitate objective decision making and enhances accountability to
shareholders.
(5) Majority
Vote Standard for Director Elections.
The
Advisor will vote in favor of proposals calling for directors to be elected by
an affirmative majority of the votes cast in a board election, provided that the
proposal allows for a plurality voting standard in the case of contested
elections. The Advisor may consider voting against such shareholder proposals
where a company’s board has adopted an alternative measure, such as a director
resignation policy, that provides a meaningful alternative to the majority
voting standard and appropriately addresses situations where an incumbent
director fails to receive the support of the majority of the votes cast in an
uncontested election.
(6) Withholding
Campaigns. The
Advisor will support proposals calling for shareholders to withhold votes for
directors where such actions will advance the principles set forth in paragraphs
(1) through (5) above.
b. Ratification
of Selection of Auditors
The
Advisor will generally rely on the judgment of the issuer’s audit committee in
selecting the independent auditors who will provide the best service to the
company. The Advisor believes that independence of the auditors is paramount and
will vote against auditors whose independence appears to be impaired. The
Advisor will vote against proposed auditors in those circumstances where (1) an
auditor has a financial interest in or association with the company, and is
therefore not independent; (2) non-audit fees comprise more than 50% of the
total fees paid by the company to the audit firm; or (3) there
is
reason to believe that the independent auditor has previously rendered an
opinion to the issuer that is either inaccurate or not indicative of the
company’s financial position.
2. Compensation
Matters
a. Executive
Compensation
(1) Advisory
Vote on Compensation. The
Advisor believes there are more effective ways to convey concerns about
compensation than through an advisory vote on compensation (such as voting
against specific excessive incentive plans or withholding votes from
compensation committee members). The Advisor will consider and vote on a
case-by-case basis on say-on-pay proposals and will generally support management
proposals unless specific concerns exist, including if the Advisor concludes
that executive compensation is (i) misaligned with shareholder interests, (ii)
unreasonable in amount, or (iii) not in the aggregate meaningfully tied to the
company’s performance.
(2) Frequency
of Advisory Votes on Compensation. The
Advisor generally supports the triennial option for the frequency of say-on-pay
proposals, but will consider management recommendations for an alternative
approach.
b. Equity
Based Compensation Plans
The
Advisor believes that equity-based incentive plans are economically significant
issues upon which shareholders are entitled to vote. The Advisor recognizes that
equity-based compensation plans can be useful in attracting and maintaining
desirable employees. The cost associated with such plans must be measured if
plans are to be used appropriately to maximize shareholder value. The Advisor
will conduct a case-by-case analysis of each stock option, stock bonus or
similar plan or amendment, and generally approve management’s recommendations
with respect to adoption of or amendments to a company’s equity-based
compensation plans, provided that the total number of shares reserved under all
of a company’s plans is reasonable and not excessively dilutive.
The
Advisor will review equity-based compensation plans or amendments thereto on a
case-by-case basis. Factors that will be considered in the determination include
the company’s overall capitalization, the performance of the company relative to
its peers, and the maturity of the company and its industry; for example,
technology companies often use options broadly throughout its employee base
which may justify somewhat greater dilution.
Amendments
which are proposed in order to bring a company’s plan within applicable legal
requirements will be reviewed by the Advisor’s legal counsel; amendments to
executive bonus plans to comply with IRS Section 162(m) disclosure requirements,
for example, are generally approved.
The
Advisor will generally vote against the adoption of plans or plan amendments
that:
•Provide
for immediate vesting of all stock options in the event of a change of control
of the company without reasonable safeguards against abuse (see Anti-Takeover
Proposals
below);
•Reset
outstanding stock options at a lower strike price unless accompanied by a
corresponding and proportionate reduction in the number of shares designated.
The Advisor will generally oppose adoption of stock option plans that explicitly
or historically permit repricing of stock options, regardless of the number of
shares reserved for issuance, since their effect is impossible to
evaluate;
•Establish
restriction periods shorter than three years for restricted stock
grants;
•Do
not reasonably associate awards to performance of the company; or
•Are
excessively dilutive to the company.
3. Anti-Takeover
Proposals
In
general, the Advisor will vote against any proposal, whether made by management
or shareholders, which the Advisor believes would materially discourage a
potential acquisition or takeover. In most cases an acquisition or takeover of a
particular company will increase share value. The adoption of anti-takeover
measures may prevent or frustrate a bid from being made, may prevent
consummation of the acquisition, and may have a negative effect on share price
when no acquisition proposal is pending. The items below discuss specific
anti-takeover proposals.
a. Cumulative
Voting
The
Advisor will vote in favor of any proposal to adopt cumulative voting and will
vote against any proposal to eliminate cumulative voting that is already in
place, except in cases where a company has a staggered board. Cumulative voting
gives minority shareholders a stronger voice in the company and a greater chance
for representation on the board. The Advisor believes that the elimination of
cumulative voting constitutes an anti-takeover measure.
b. Staggered
Board
If
a company has a “staggered board,” its directors are elected for terms of more
than one year and only a segment of the board stands for election in any year.
Therefore, a potential acquiror cannot replace the entire board in one year even
if it controls a majority of the votes. Although staggered boards may provide
some degree of continuity and stability of leadership
and
direction to the board of directors, the Advisor believes that staggered boards
are primarily an anti-takeover device and will vote against establishing them
and for eliminating them. However, the Advisor does not necessarily vote against
the re-election of directors serving on staggered boards.
c. “Blank
Check” Preferred Stock
Blank
check preferred stock gives the board of directors the ability to issue
preferred stock, without further shareholder approval, with such rights,
preferences, privileges and restrictions as may be set by the board. In response
to a hostile takeover attempt, the board could issue such stock to a friendly
party or “white knight” or could establish conversion or other rights in the
preferred stock which would dilute the common stock and make an acquisition
impossible or less attractive. The argument in favor of blank check preferred
stock is that it gives the board flexibility in pursuing financing, acquisitions
or other proper corporate purposes without incurring the time or expense of a
shareholder vote. Generally, the Advisor will vote against blank check preferred
stock. However, the Advisor may vote in favor of blank check preferred if the
proxy statement discloses that such stock is limited to use for a specific,
proper corporate objective as a financing instrument.
d. Elimination
of Preemptive Rights
When
a company grants preemptive rights, existing shareholders are given an
opportunity to maintain their proportional ownership when new shares are issued.
A proposal to eliminate preemptive rights is a request from management to revoke
that right.
While
preemptive rights will protect the shareholder from having its equity diluted,
it may also decrease a company’s ability to raise capital through stock
offerings or use stock for acquisitions or other proper corporate purposes.
Preemptive rights may therefore result in a lower market value for the company’s
stock. In the long term, shareholders could be adversely affected by preemptive
rights. The Advisor generally votes against proposals to grant preemptive
rights, and for proposals to eliminate preemptive rights.
e. Non-targeted
Share Repurchase
A
non-targeted share repurchase is generally used by company management to prevent
the value of stock held by existing shareholders from deteriorating. A
non-targeted share repurchase may reflect management’s belief in the favorable
business prospects of the company. The Advisor finds no disadvantageous effects
of a non-targeted share repurchase and will generally vote for the approval of a
non-targeted share repurchase subject to analysis of the company’s financial
condition.
f. Increase
in Authorized Common Stock
The
issuance of new common stock can also be viewed as an anti-takeover measure,
although its effect on shareholder value would appear to be less significant
than the adoption of blank check preferred. The Advisor will evaluate the amount
of the proposed increase and the purpose or purposes for which the increase is
sought. If the increase is not excessive and is sought for proper corporate
purposes, the increase will be approved. Proper corporate purposes might
include, for example, the creation of additional stock to accommodate a stock
split or stock dividend, additional stock required for a proposed acquisition,
or additional stock required to be reserved upon exercise of employee stock
option plans or employee stock purchase plans. Generally, the Advisor will vote
in favor of an increase in authorized common stock of up to 100%; increases in
excess of 100% are evaluated on a case-by-case basis, and will be voted
affirmatively if management has provided sound justification for the
increase.
g. “Supermajority”
Voting Provisions or Super Voting Share Classes
A
“supermajority” voting provision is a provision placed in a company’s charter
documents which would require a “supermajority” (ranging from 66 to 90%) of
shareholders and shareholder votes to approve any type of acquisition of the
company. A super voting share class grants one class of shareholders a greater
per-share vote than those of shareholders of other voting classes. The Advisor
believes that these are standard anti-takeover measures and will generally vote
against them. The supermajority provision makes an acquisition more
time-consuming and expensive for the acquiror. A super voting share class favors
one group of shareholders disproportionately to economic interest. Both are
often proposed in conjunction with other anti-takeover measures.
h. “Fair
Price” Amendments
This
is another type of charter amendment that would require an offeror to pay a
“fair” and uniform price to all shareholders in an acquisition. In general, fair
price amendments are designed to protect shareholders from coercive, two-tier
tender offers in which some shareholders may be merged out on disadvantageous
terms. Fair price amendments also have an anti-takeover impact, although their
adoption is generally believed to have less of a negative effect on stock price
than other anti-takeover measures. The Advisor will carefully examine all fair
price proposals. In general, the Advisor will vote against fair price proposals
unless the Advisor concludes that it is likely that the share price will not be
negatively affected and the proposal will not have the effect of discouraging
acquisition proposals.
i. Limiting
the Right to Call Special Shareholder Meetings.
The
corporation statutes of many states allow minority shareholders at a certain
threshold level of ownership (frequently 10%) to call a special meeting of
shareholders. This right can be eliminated (or the threshold increased) by
amendment to the company’s charter documents. The Advisor believes that the
right to call a special shareholder meeting is significant for minority
shareholders; the elimination of such right will be viewed as an anti-takeover
measure and the Advisor will generally vote against proposals attempting to
eliminate this right and for proposals attempting to restore it.
j. Poison
Pills or Shareholder Rights Plans
Many
companies have now adopted some version of a poison pill plan (also known as a
shareholder rights plan). Poison pill plans generally provide for the issuance
of additional equity securities or rights to purchase equity securities upon the
occurrence of certain hostile events, such as the acquisition of a large block
of stock.
The
basic argument against poison pills is that they depress share value, discourage
offers for the company and serve to “entrench” management. The basic argument in
favor of poison pills is that they give management more time and leverage to
deal with a takeover bid and, as a result, shareholders may receive a better
price. The Advisor believes that the potential benefits of a poison pill plan
are outweighed by the potential detriments. The Advisor will generally vote
against all forms of poison pills.
The
Advisor will, however, consider on a case-by-case basis poison pills that are
very limited in time and preclusive effect. The Advisor will generally vote in
favor of such a poison pill if it is linked to a business strategy that will -
in our view - likely result in greater value for shareholders, if the term is
less than three years, and if shareholder approval is required to reinstate the
expired plan or adopt a new plan at the end of this term.
k. Golden
Parachutes
Golden
parachute arrangements provide substantial compensation to executives who are
terminated as a result of a takeover or change in control of their company. The
existence of such plans in reasonable amounts probably has only a slight
anti-takeover effect. In voting, the Advisor will evaluate the specifics of the
plan presented.
l. Reincorporation
Reincorporation
in a new state is often proposed as one part of a package of anti-takeover
measures. Several states (such as Pennsylvania, Ohio and Indiana) now provide
some type of legislation that greatly discourages takeovers. Management believes
that Delaware in particular is beneficial as a corporate domicile because of the
well-developed body of statutes and case law dealing with corporate
acquisitions.
The
Advisor will examine reincorporation proposals on a case-by-case basis.
Generally, if the Advisor believes that the reincorporation will result in
greater protection from takeovers, the reincorporation proposal will be opposed.
The Advisor will also oppose reincorporation proposals involving jurisdictions
that specify that directors can recognize non-shareholder interests over those
of shareholders. When reincorporation is proposed for a legitimate business
purpose and without the negative effects identified above, the Advisor will
generally vote affirmatively.
m. Confidential
Voting
Companies
that have not previously adopted a “confidential voting” policy allow management
to view the results of shareholder votes. This gives management the opportunity
to contact those shareholders voting against management in an effort to change
their votes.
Proponents
of secret ballots argue that confidential voting enables shareholders to vote on
all issues on the basis of merit without pressure from management to influence
their decision. Opponents argue that confidential voting is more expensive and
unnecessary; also, holding shares in a nominee name maintains shareholders’
confidentiality. The Advisor believes that the only way to insure anonymity of
votes is through confidential voting, and that the benefits of confidential
voting outweigh the incremental additional cost of administering a confidential
voting system. Therefore, the Advisor will generally vote in favor of any
proposal to adopt confidential voting.
n. Opting
In or Out of State Takeover Laws
State
takeover laws typically are designed to make it more difficult to acquire a
corporation organized in that state. The Advisor believes that the decision of
whether or not to accept or reject offers of merger or acquisition should be
made by the shareholders, without unreasonably restrictive state laws that may
impose ownership thresholds or waiting periods on potential acquirors.
Therefore, the Advisor will generally vote in favor of opting out of restrictive
state takeover laws.
4. Transaction
Related Proposals
The
Advisor will review transaction related proposals, such as mergers,
acquisitions, and corporate reorganizations, on a case-by-case basis, taking
into consideration the impact of the transaction on each client account. In some
instances, such as the approval of a proposed merger, a transaction may have a
differential impact on client accounts depending on the securities
held
in each account. For example, whether a merger is in the best interest of a
client account may be influenced by whether an account holds, and in what
proportion, the stock of both the acquirer and the acquiror. In these
circumstances, the Advisor may determine that it is in the best interests of the
accounts to vote the accounts’ shares differently on proposals related to the
same transaction.
5. Other
Matters
a. Proposals
Involving Environmental, Social, and Governance (ESG) Matters
The
Advisor believes that ESG issues can potentially impact an issuer’s long-term
financial performance and has developed an analytical framework, as well as a
proprietary assessment tool, to integrate risks and opportunities stemming from
ESG issues into our investment process. This ESG integration process extends to
our proxy voting practices in that our ESG Proxy Team analyzes on a case-by-case
basis the financial materiality and potential risks or economic impact of the
ESG issues underpinning proxy proposals and makes voting recommendations based
thereon for the Advisor’s consideration. The ESG Proxy Team will generally
recommend support for well-targeted ESG proposals if it believes that there is a
rational linkage between a proposal, its economic impact, and its potential to
maximize long-term shareholder value.
Where
the economic effect of such proposals is unclear and there is not a specific
written client-mandate, the Advisor believes it is generally impossible to know
how to vote in a manner that would accurately reflect the views of the Advisor’s
clients, and therefore, the Advisor will generally rely on management’s
assessment of the economic effect if the Advisor believes the assessment is not
unreasonable.
Shareholders
may also introduce proposals which are the subject of existing law or
regulation. Examples of such proposals would include a proposal to require
disclosure of a company’s contributions to political action committees or a
proposal to require a company to adopt a non-smoking workplace policy. The
Advisor believes that such proposals may be better addressed outside the
corporate arena and, absent a potential economic impact, will generally vote
with management’s recommendation. In addition, the Advisor will generally vote
against any proposal which would require a company to adopt practices or
procedures which go beyond the requirements of existing, directly applicable
law.
b. Anti-Greenmail
Proposals
“Anti-greenmail”
proposals generally limit the right of a corporation, without a shareholder
vote, to pay a premium or buy out a 5% or greater shareholder. Management often
argues that they should not be restricted from negotiating a deal to buy out a
significant shareholder at a premium if they believe it is in the best interest
of the company. Institutional shareholders generally believe that all
shareholders should be able to vote on such a significant use of corporate
assets. The Advisor believes that any repurchase by the company at a premium
price of a large block of stock should be subject to a shareholder vote.
Accordingly, it will generally vote in favor of anti-greenmail
proposals.
c. Indemnification
The
Advisor will generally vote in favor of a corporation’s proposal to indemnify
its officers and directors in accordance with applicable state law.
Indemnification arrangements are often necessary in order to attract and retain
qualified directors. The adoption of such proposals appears to have little
effect on share value.
d. Non-Stock
Incentive Plans
Management
may propose a variety of cash-based incentive or bonus plans to stimulate
employee performance. In general, the cash or other corporate assets required
for most incentive plans is not material, and the Advisor will vote in favor of
such proposals, particularly when the proposal is recommended in order to comply
with IRC Section 162(m) regarding salary disclosure requirements. Case-by-case
determinations will be made of the appropriateness of the amount of shareholder
value transferred by proposed plans.
e. Director
Tenure
These
proposals ask that age and term restrictions be placed on the board of
directors. The Advisor believes that these types of blanket restrictions are not
necessarily in the best interests of shareholders and therefore will vote
against such proposals, unless they have been recommended by
management.
f. Directors’
Stock Options Plans
The
Advisor believes that stock options are an appropriate form of compensation for
directors, and the Advisor will generally vote for director stock option plans
which are reasonable and do not result in excessive shareholder dilution.
Analysis of such proposals will be made on a case-by-case basis, and will take
into account total board compensation and the company’s total exposure to stock
option plan dilution.
g. Director
Share Ownership
The
Advisor will generally vote against shareholder proposals which would require
directors to hold a minimum number of the company’s shares to serve on the Board
of Directors, in the belief that such ownership should be at the discretion of
Board members.
h. Non-U.S.
Proxies
The
Advisor will generally evaluate non-U.S. proxies in the context of the voting
policies expressed herein but will also, where feasible, take into consideration
differing laws, regulations, and practices in the relevant foreign market in
determining if and how to vote. There may also be circumstances when
practicalities and costs involved with non-U.S. investing make it
disadvantageous to vote shares. For instance, the Advisor generally does not
vote proxies in circumstances where share blocking restrictions apply, when
meeting attendance is required in person, or when current share ownership
disclosure is required.
C.Use
of Proxy Advisory Services
The
Adviser may retain proxy advisory firms to provide services in connection with
voting proxies, including, without limitation, to provide information on
shareholder meeting dates and proxy materials, translate proxy materials printed
in a foreign language, provide research on proxy proposals and voting
recommendations in accordance with the voting policies expressed herein, provide
systems to assist with casting the proxy votes, and provide reports and assist
with preparation of filings concerning the proxies voted.
Prior
to the selection of a proxy advisory firm and periodically thereafter, the
Advisor will consider whether the proxy advisory firm has the capacity and
competency to adequately analyze proxy issues and the ability to make
recommendations based on material accurate information in an impartial manner.
Such considerations may include some or all of the following (i) periodic
sampling of votes cast through the firm’s systems to determine that votes are in
accordance with the Advisor’s policies and its clients best interests, (ii)
onsite visits to the proxy advisory firm’s office and/or discussions with the
firm to determine whether the firm continues to have the resources (e.g.,
staffing, personnel, technology, etc.) capacity and competency to carry out its
obligations to the Advisor, (iii) a review of the firm’s policies and
procedures, with a focus on those relating to identifying and addressing
conflicts of interest and monitoring that current and accurate information is
used in creating recommendations, (iv) requesting that the firm notify the
Advisor if there is a change in the firm’s material policies and procedures,
particularly with respect to conflicts, or material business practices (e.g.,
entering or exiting new lines of business), and reviewing any such change, and
(v) in case of an error made by the firm, discussing the error with the firm and
determining whether appropriate corrective and preventative action is being
taken. In the event the Advisor discovers an error in the research or voting
recommendations provided by the firm, it will take reasonable steps to
investigate the error and seek to determine whether the firm is taking
reasonable steps to reduce similar errors in the future.
While
the Advisor takes into account information from many different sources,
including independent proxy advisory services, the decision on how to vote
proxies will be made in accordance with these policies.
D.Monitoring
Potential Conflicts of Interest
Corporate
management has a strong interest in the outcome of proposals submitted to
shareholders. As a consequence, management often seeks to influence large
shareholders to vote with their recommendations on particularly controversial
matters. In the vast majority of cases, these communications with large
shareholders amount to little more than advocacy for management’s positions and
give the Advisor’s staff the opportunity to ask additional questions about the
matter being presented. Companies with which the Advisor has direct business
relationships could theoretically use these relationships to attempt to unduly
influence the manner in which the Advisor votes on matters for its clients. To
ensure that such a conflict of interest does not affect proxy votes cast for the
Advisor’s clients, our proxy voting personnel regularly catalog companies with
whom the Advisor has significant business relationships; all discretionary
(including case-by-case) voting for these companies will be voted by the client
or an appropriate fiduciary responsible for the client (e.g., a committee of the
independent directors of a fund or the trustee of a retirement
plan).
In
addition, to avoid any potential conflict of interest that may arise when one
American Century fund owns shares of another American Century fund, the Advisor
will “echo vote” such shares, if possible. Echo voting means the Advisor will
vote the shares in the same proportion as the vote of all of the other holders
of the fund’s shares. So, for example, if shareholders of a fund cast 80% of
their votes in favor of a proposal and 20% against the proposal, any American
Century fund that owns shares of such fund will cast 80% of its shares in favor
of the proposal and 20% against. When this is not possible (as in the case of
the “NT” funds, where the other American Century funds are the only
shareholders), the shares of the underlying fund (e.g., the “NT” fund) will be
voted in the same proportion as the vote of the shareholders of the
corresponding American Century policy portfolio for proposals common to both
funds. For example, NT Growth Fund shares will be echo voted in accordance with
the votes of the Growth Fund shareholders. In the case where the policy
portfolio does not have a common proposal, shares will be voted in consultation
with a committee of the independent directors.
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The
voting policies expressed above are of course subject to modification in certain
circumstances and will be reexamined from time to time. With respect to matters
that do not fit in the categories stated above, the Advisor will exercise its
best judgment as a fiduciary to vote in the manner which will most enhance
shareholder value.
Case-by-case
determinations will be made by the Advisor’s staff, which is overseen by the
General Counsel of the Advisor, in consultation with equity managers. Electronic
records will be kept of all votes made.
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American
Century Investments
americancentury.com
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Retail
Investors
P.O. Box 419200
Kansas City,
Missouri 64141-6200
1-800-345-2021 or 816-531-5575 |
Financial
Professionals
P.O. Box 419786
Kansas City, Missouri
64141-6786
1-800-345-6488 |
Investment
Company Act File No. 811-07820
CL-SAI-92487
2208
