EX-99.M14 15 ex-distshareservplanadvclass.htm MASTER DIST SHAREHOLDER SERV PLAN ADVISOR CLASS MASTER DIST SHAREHOLDER SERV PLN ADVISOR CLASS
                                                                 EXHIBIT (m)(14)


                              AMENDED AND RESTATED
                       MASTER DISTRIBUTION AND INDIVIDUAL
                            SHAREHOLDER SERVICES PLAN

                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                                 (THE "ISSUER")

                                  ADVISOR CLASS

SECTION 1. DISTRIBUTION FEES

a.   DISTRIBUTION  FEE. For  purposes of paying  costs and expenses  incurred in
     providing  the  services  set forth in  SECTION 2 below,  the series of the
     Issuer  identified  on SCHEDULE A (the  "Funds")  shall pay the  investment
     adviser  engaged  by the Funds  (the  "Advisor"),  as paying  agent for the
     Funds,  a fee equal to 25 basis  points  (0.25%)  per annum of the  average
     daily net assets of the shares of the Funds'  Advisor  Class of shares (the
     "Distribution Fee").

b.   APPLICABILITY  TO NEW FUNDS. If the Issuer desires to add additional  funds
     to the Plan,  whether  currently  existing or created in the future (a "New
     Fund"),  and the Issuer's Board of Directors (the "Board") has approved the
     Plan for such New Fund as in the  manner  set  forth in  SECTION  4 of this
     Plan, as well as by the then-sole  shareholder  of the Advisor Class shares
     of such New Fund (if  required by the  Investment  Company Act of 1940 (the
     "1940  Act") or rules  promulgated  under the 1940  Act),  this Plan may be
     amended to provide that such New Fund will become  subject to this Plan and
     will pay the Distribution  Fee set forth in SECTION 1(A) above,  unless the
     Board  specifies  otherwise.  After the  adoption of this Plan by the Board
     with  respect  to the  Advisor  Class of shares  of the New Fund,  the term
     "Funds"  under this Plan  shall  thereafter  be deemed to include  such New
     Fund.

c.   CALCULATION  AND  ASSESSMENT.  Distribution  Fees  under  this Plan will be
     calculated  and accrued daily by each Fund and paid to the Advisor  monthly
     or at such other intervals as the Issuer and the Advisor may agree.

SECTION 2. DISTRIBUTION SERVICES

a.   The Advisor  shall use the  Distribution  Fee set forth in SECTION  1(A) of
     this Plan to pay for services in connection with any activities  undertaken
     or  expenses  incurred  by  the  distributor  of  the  Funds'  shares  (the
     "Distributor") or its affiliates  primarily  intended to result in the sale
     of Advisor Class shares of the Funds,  which services may include,  but are
     not limited to, (A) the payment of sales commissions,  ongoing  commissions
     and other payments to brokers,  dealers,  financial  institutions or others
     who sell Advisor Class shares of the Funds pursuant to Selling  Agreements;
     (B)  compensation  to  registered  representatives  or other  employees  of
     Distributor  who engage in or support  distribution  of the Funds'  Advisor
     Class shares;  (C)  compensation to, and expenses  (including  overhead and
     telephone  expenses)  of,   Distributor;   (D)  printing  of  prospectuses,
     statements  of additional  information  and reports for other than existing
     shareholders;   (E)




     preparation,  printing and distribution of 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) provision of facilities to answer  questions
     from  prospective  investors about Fund shares;  (H) complying with federal
     and  state  securities  laws  pertaining  to the sale of Fund  shares;  (I)
     assisting investors in completing  application forms and selecting dividend
     and other account options; (J) provision of other reasonable  assistance in
     connection  with  the  distribution  of Fund  shares;  (K)  organizing  and
     conducting  of sales  seminars  and  payments in the form of  transactional
     compensation or promotional  incentives;  (L) profit on the foregoing;  (M)
     payment of "service  fees",  as  contemplated  by the Conduct  Rules of the
     National  Association  of Securities  Dealers,  Inc.  ("NASD") and (N) such
     other  distribution and service  activities as the Issuer determines may be
     paid for by the Issuer pursuant to the terms of this Plan and in accordance
     with Rule 12b-1 of the 1940 Act.

b.   For purposes of the Plan,  "service  fees",  also sometimes  referred to as
     Individual Shareholder Services, shall mean payments in connection with the
     provision of personal, continuing services to investors in each Fund and/or
     the maintenance of shareholder  accounts,  EXCLUDING (i) transfer agent and
     sub-transfer agent services for beneficial owners of a Fund's Advisor Class
     shares,  (ii)  aggregating and processing  purchase and redemption  orders,
     (iii) providing beneficial owners with account statements,  (iv) processing
     dividend payments, (v) providing  sub-accounting services for Advisor Class
     shares held  beneficially,  (vi) forwarding  shareholder  communications to
     beneficial owners, and (vii) receiving, tabulating and transmitting proxies
     executed by beneficial owners; PROVIDED, HOWEVER, that if the NASD adopts a
     definition of "service fees" for purposes of Rule 2830 of the Conduct Rules
     of the  NASD  (or any  successor  to  such  rule)  that  differs  from  the
     definition  of "service  fees"  hereunder,  or if the NASD adopts a related
     definition intended to define the same concept,  the definition of "service
     fees" in this  Section  shall be  automatically  amended,  without  further
     action of the  parties,  to conform to such NASD  definition.  Overhead and
     other expenses of Distributor related to its service activities,  including
     telephone  and  other  communications  expenses,  may  be  included  in the
     information regarding amounts expended for such activities.


SECTION 3. EFFECTIVENESS

This Plan has been approved by the vote of both (a) the Board and (b) a majority
of those members of the Board who are not "interested persons" as defined in the
1940  Act  (the  "Independent  Members"),  and  initially  became  effective  on
September 3, 1996.

SECTION 4. TERM

This Plan will  continue  in full force and effect for a period of one year from
the date  hereof,  and for  successive  periods  of up to one  year  thereafter,
provided that each such  continuance is approved by a majority of (a) the Board,
and (b) the Independent Trustees.



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SECTION 5. REPORTING REQUIREMENTS

The Advisor shall administer this Plan in accordance with Rule 12b-1 of the 1940
Act.  The Advisor  shall  provide to the  Issuer's  Board,  and the  Independent
Members will review and approve in exercise of their fiduciary  duties, at least
quarterly,  a written  report of the  amounts  expended  under  this Plan by the
Advisor  with  respect to the Advisor  Class  shares of each Fund and such other
information as may be required by the 1940 Act and Rule 12b-1 thereunder.

SECTION 6. TERMINATION

This Plan may be  terminated  without  penalty  at any time with  respect to the
Advisor Class shares of any Fund by the vote of a majority of the Board,  by the
vote of a majority of the Independent  Members,  or by the vote of a majority of
the  outstanding  shares of the Advisor Class of that Fund.  Termination  of the
Plan with  respect to the Advisor  Class  shares of one Fund will not affect the
continued effectiveness of this Plan with respect to the Advisor Class shares of
any other Fund.

SECTION 7. AMENDMENTS TO THIS PLAN

This Plan may not be amended to increase materially the amount of compensation a
Fund is  authorized  to pay under  SECTION 1 hereof  unless  such  amendment  is
approved in the manner  provided for in SECTION 4 hereof,  and such amendment is
further  approved by a majority of the outstanding  shares of the Fund's Advisor
Class, and no other material  amendment to the Plan will be made unless approved
in the manner provided for approval and annual renewal in SECTION 4 hereof.

SECTION 8. RECORDKEEPING

The Issuer will preserve copies of this Plan (including any amendments  thereto)
and any related agreements and all reports made pursuant to SECTION 5 hereof for
a period of not less than six years  from the date of this  Plan,  the first two
years in an easily accessible place.

IN WITNESS WHEREOF, the Issuer has executed this Plan as of September 4, 2007.


                                AMERICAN CENTURY MUTUAL FUNDS, INC.


                                By:  /s/ Charles A. Etherington
                                     -------------------------------------------
                                     Charles A. Etherington
                                     Senior Vice President


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                                   SCHEDULE A

                       FUNDS OFFERING ADVISOR CLASS SHARES

FUNDS                                                     DATE PLAN ADOPTED
-----                                                     -----------------

AMERICAN CENTURY MUTUAL FUNDS, INC.

>> Balanced Fund                                          September 3, 1996
>> Vista Fund                                             September 3, 1996


                                      A-1