EX-99.77Q1 OTHR EXHB 3 art77q1a.htm QUESTION 77Q1A Unassociated Document
 
 

 

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.

ARTICLES OF AMENDMENT

AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC., a Maryland corporation whose principal Maryland office is located in Baltimore, Maryland (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The Corporation is registered as an open-end company under the Investment Company Act of 1940.

SECOND:  Pursuant to authority expressly vested in the Board of Directors by Article FOURTH and Article SIXTH of the Articles of Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors has duly established a new R Class of shares for five (5) of the series (collectively, the “New Classes”).

THIRD:  The New Classes shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption as set forth in the Articles of Incorporation and is not changed by these Articles of Amendment, except with respect to the creation and/or designation of the New Classes.

FOURTH:  These Articles of Amendment do not increase the total number of shares of stock that the Corporation has authority to issue or the aggregate par value thereof. The total number of shares of stock that the Corporation has authority to issue is Three Billion (3,000,000,000) shares of capital stock with a par value of $0.01 each, and an aggregate par value of $30,000,000.

FIFTH:  Immediately prior to the New Classes, the duly established classes of shares (each hereinafter referred to as a “Class”) of the twenty five (25) series of stock were as follows:

Series Name
Class
One Choice 2015 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2020 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2025 Portfolio
Investor
 
Institutional
 
A
 
C
 
R

 
 

 


Series Name
Class
One Choice 2030 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2035 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
   
One Choice 2040 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2045 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2050 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2055 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice In Retirement Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   

 
 

 


Series Name
Class
One Choice Portfolio: Very Conservative
Investor
   
One Choice Portfolio: Conservative
Investor
   
One Choice Portfolio: Moderate
Investor
   
One Choice Portfolio: Aggressive
Investor
   
One Choice Portfolio: Very Aggressive
Investor
   
One Choice 2015 Portfolio R6
R6
   
One Choice 2020 Portfolio R6
R6
   
One Choice 2025 Portfolio R6
R6
   
One Choice 2030 Portfolio R6
R6
   
One Choice 2035 Portfolio R6
R6
   
One Choice 2040 Portfolio R6
R6
   
One Choice 2045 Portfolio R6
R6
   
One Choice 2050 Portfolio R6
R6
   
One Choice 2055 Portfolio R6
R6
   
One Choice In Retirement Portfolio R6
R6

Each class of each such series shall consist, until further changed, of the lesser of (x) 3,000,000,000 shares or (y) the number of shares that could be issued by issuing all of the shares of any series currently or hereafter classified less the total number of shares then issued and outstanding in all of such series.

SIXTH:  Immediately after the addition of the New Classes, the duly established classes of shares of the twenty five (25) series of stock were as follows:

Series Name
Class
One Choice 2015 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   

 
 

 


Series Name
Class
One Choice 2020 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2025 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2030 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2035 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
   
One Choice 2040 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2045 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice 2050 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   

 
 

 


Series Name
Class
One Choice 2055 Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice In Retirement Portfolio
Investor
 
Institutional
 
A
 
C
 
R
   
One Choice Portfolio: Very Conservative
Investor
 
R
   
One Choice Portfolio: Conservative
Investor
 
R
   
One Choice Portfolio: Moderate
Investor
 
R
   
One Choice Portfolio: Aggressive
Investor
 
R
   
One Choice Portfolio: Very Aggressive
Investor
 
R
   
One Choice 2015 Portfolio R6
R6
   
One Choice 2020 Portfolio R6
R6
   
One Choice 2025 Portfolio R6
R6
   
One Choice 2030 Portfolio R6
R6
   
One Choice 2035 Portfolio R6
R6
   
One Choice 2040 Portfolio R6
R6
   
One Choice 2045 Portfolio R6
R6
   
One Choice 2050 Portfolio R6
R6
   
One Choice 2055 Portfolio R6
R6
   
One Choice In Retirement Portfolio R6
R6


 
 

 

Each class of each such series shall consist, until further changed, of the lesser of (x) 3,000,000,000 shares or (y) the number of shares that could be issued by issuing all of the shares of any series currently or hereafter classified less the total number of shares then issued and outstanding in all of such series.

SEVENTH: Except as otherwise provided by the express provisions of these Articles of Amendment, nothing herein shall limit, by inference or otherwise, the discretionary right of the Board of Directors to serialize, classify or reclassify and issue any unissued shares of any series or class or any unissued shares that have not been allocated to a series or class, and to fix or alter all terms thereof, to the full extent provided by the Articles of Incorporation.

EIGHTH: A description of the series and classes of shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions for redemption is set forth in the Articles of Incorporation and is not changed by these Articles of Amendment, except with respect to the creation and/or designation of the various series.

NINTH:  The Board of Directors of the Corporation duly adopted resolutions dividing into series and classes the authorized capital stock of the Corporation as set forth in these Articles of Amendment.

TENTH:  The amendments to the Articles of Incorporation as set forth above was approved by at least a majority of the entire Board of Directors of the Corporation and were limited to changes expressly authorized by Section 2-605 of the Maryland General Corporation Law without action by the stockholders.

 
 

 


IN WITNESS WHEREOF, AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its Senior Vice President and attested to by its Assistant Secretary on this 9th day of December, 2014.

ATTEST:
 
AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC.
     
     
/s/ Otis H. Cowan______________________
 
/s/ Charles A. Etherington_____________________
Name:
Otis H. Cowan
 
Name:
Charles A. Etherington
Title
Assistant Secretary
 
Title:
Senior Vice President
     

THE UNDERSIGNED Senior Vice President of AMERICAN CENTURY ASSET ALLOCATION PORTFOLIOS, INC., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, as to all matters or facts required to be verified under oath, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, those matters and facts, are true in all material respects under the penalties of perjury.

     
Dated:           December 9, 2014
 
/s/ Charles A. Etherington____________________
   
Charles A. Etherington, Senior Vice President