EX-99.(A)(50) 3 ex99a50.htm ARTICLES OF AMENDMENT OF AMERICAN CAPITAL PORTFOLIOS, INC., DATED SEPTEMBER 7, 2011 ex99a50.htm
Exhibit (a)(50)
 
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

ARTICLES OF AMENDMENT

AMERICAN CENTURY CAPITAL 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 FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors of the Corporation has (i) duly established a new series of shares titled Market Neutral Value Fund, (ii) duly approved increasing the number of shares of capital stock that the Corporation has the authority to issue to Eleven Billion (11,000,000,000), and (iii) increased in some cases and decreased in some cases the number of shares of capital stock of certain series and classes that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law (the “Reallocation”).

THIRD:  Immediately prior to the Reallocation the Corporation had the authority to issue Nine Billion (9,000,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Eleven Billion (11,000,000,000) shares of capital stock.

FOURTH:  The par value of shares of the Corporation's capital stock before the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.

FIFTH:  Immediately prior to the Reallocation, the aggregate par value of all shares of stock that the Corporation was authorized to issue was Ninety Million Dollars ($90,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is One Hundred Ten Million Dollars ($110,000,000).

SIXTH:  Immediately prior to the Reallocation, the number of shares allocated among the duly established classes of shares (each hereinafter referred to as a “Class”) of the ten (10) series of stock of and the aggregate par value of each Class was as follows:

Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
       
Equity Income Fund
Investor
2,000,000,000
$20,000,000
 
Institutional
500,000,000
5,000,000
 
A
800,000,000
8,000,000
 
B
5,000,000
50,000
 
C
150,000,000
1,500,000
 
R
50,000,000
500,000
 
 
1
 
 
Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
Value Fund
Investor
1,000,000,000
$10,000,000
 
Institutional
125,000,000
1,250,000
 
A
150,000,000
1,500,000
 
B
5,000,000
50,000
 
C
5,000,000
50,000
 
R
15,000,000
150,000
       
Real Estate Fund
Investor
150,000,000
$1,500,000
 
Institutional
75,000,000
750,000
 
A
40,000,000
400,000
 
B
5,000,000
50,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
       
Small Cap Value Fund
Investor
500,000,000
$5,000,000
 
Institutional
270,000,000
2,700,000
 
A
190,000,000
1,900,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
       
Equity Index Fund
Investor
200,000,000
$2,000,000
 
Institutional
200,000,000
2,000,000
       
Mid Cap Value Fund
Investor
250,000,000
$2,500,000
 
Institutional
40,000,000
400,000
 
A
50,000,000
500,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
       
Large Company Value Fund
Investor
600,000,000
$6,000,000
 
Institutional
200,000,000
2,000,000
 
A
100,000,000
1,000,000
 
B
5,000,000
50,000
 
C
20,000,000
200,000
 
R
10,000,000
100,000
       
NT Large Company Value Fund
Institutional
200,000,000
$2,000,000
       
NT Mid Cap Value Fund
Institutional
150,000,000
$1,500,000
 
 
2
 
 
 
Series Name
 
Class Name
Number of Shares
Allocated
Aggregate
Par Value
       
Global Real Estate Fund
Investor
500,000,000
$5,000,000
 
Institutional
100,000,000
1,000,000
 
A
100,000,000
1,000,000
 
C
100,000,000
1,000,000
 
R
100,000,000
1,000,000

SEVENTH:  Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has (a) approved the amendments stated in Article SECOND above and (b) has allocated Eleven Billion (11,000,000,000) shares of the Eleven Billion (11,000,000,000) shares of authorized capital stock of the Corporation among the eleven (11) series of stock of the Corporation and the various Classes of each as follows:
 
 
Series Name
 
Class Name
Number of Shares
Allocated
Aggregate
Par Value
       
Equity Income Fund
Investor
3,000,000,000
$30,000,000
 
Institutional
800,000,000
8,000,000
 
A
1,000,000,000
10,000,000
 
B
10,000,000
100,000
 
C
250,000,000
2,500,000
 
R
100,000,000
1,000,000
       
Value Fund
Investor
1,100,000,000
$11,000,000
 
Institutional
200,000,000
2,000,000
 
A
200,000,000
2,000,000
 
B
5,000,000
50,000
 
C
15,000,000
150,000
 
R
15,000,000
150,000
       
Real Estate Fund
Investor
150,000,000
$1,500,000
 
Institutional
75,000,000
750,000
 
A
40,000,000
400,000
 
B
5,000,000
50,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
       
Small Cap Value Fund
Investor
500,000,000
$5,000,000
 
Institutional
300,000,000
3,000,000
 
A
200,000,000
2,000,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
 
 
3
 
 
Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
       
Equity Index Fund
Investor
200,000,000
$2,000,000
 
Institutional
200,000,000
2,000,000
       
Mid Cap Value Fund
Investor
500,000,000
$5,000,000
 
Institutional
100,000,000
1,000,000
 
A
100,000,000
1,000,000
 
C
10,000,000
100,000
 
R
15,000,000
150,000
       
Large Company Value Fund
Investor
600,000,000
$6,000,000
 
Institutional
200,000,000
2,000,000
 
A
100,000,000
1,000,000
 
B
5,000,000
50,000
 
C
20,000,000
200,000
 
R
10,000,000
100,000
       
NT Large Company Value Fund
Institutional
205,000,000
$2,050,000
       
NT Mid Cap Value Fund
Institutional
150,000,000
$1,500,000
       
Global Real Estate Fund
Investor
100,000,000
$1,000,000
 
Institutional
50,000,000
500,000
 
A
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000
       
Market Neutral Value Fund
Investor
100,000,000
$1,000,000
 
Institutional
50,000,000
500,000
 
A
50,000,000
500,000
 
C
50,000,000
500,000
 
R
50,000,000
500,000

EIGHTH: 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.
 
 
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NINTH: 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.

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

ELEVENTH: 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 2-105(c)(12) or Section 2-605 of the Maryland General Corporation Law without action by the stockholders.

IN WITNESS WHEREOF, AMERICAN CENTURY CAPITAL 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 7th day of September, 2011.
 
 
ATTEST:
  
AMERICAN CENTURY CAPITAL 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 CAPITAL 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:           September 7, 2011
  
/s/ Charles A. Etherington
  
   
Charles A. Etherington, Senior Vice President
  

 
 
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