EX-99.N 24 ex-multclasspln.htm AMENDED AND RESTATED MULTIPLE CLASS PLAN AMENDED AND RESTATED MULTIPLE CLASS PLAN
                                                                     EXHIBIT (n)

                    AMENDED AND RESTATED MULTIPLE CLASS PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

     WHEREAS,  the  above-named   corporation  (the  "Issuer")  is  an  open-end
management  investment  company  registered under the Investment  Company Act of
1940, as amended (the "1940 Act");

     WHEREAS,  the common stock of the Issuer is currently  allocated to various
classes of separate series of shares;

     WHEREAS, Rule 18f-3 requires that the Board of Directors of the Issuer (the
"Board"),  adopt a written plan (a "Multiple  Class Plan") setting forth (1) the
specific arrangement for shareholder services and the distribution of securities
for each  class,  (2) the  allocation  of expenses  for each class,  and (3) any
related conversion features or exchange privileges;

     WHEREAS,  the Issuer has offered  multiple classes of certain series of the
Issuer's  shares  pursuant  to Rule  18f-3  under  the 1940 Act  since the Board
initially adopted the original Multiple Class Plan;

     WHEREAS,  the Board,  including a majority of those  Directors  who are not
"interested persons" as defined in the 1940 Act ("Independent  Directors"),  has
determined  the Amended and Restated  Multiple Class Plan dated December 3, 2007
(this "Plan"), adopted pursuant to Rule 18f-3 under the 1940 Act, is in the best
interests of the  shareholders  of each class  individually  and the Issuer as a
whole;

     WHEREAS,  the Issuer has  determined  to make  non-material  changes to the
Plan;

     NOW,  THEREFORE,  the  Issuer  hereby  adopts,  on  behalf of the Funds (as
defined in SECTION 2A below), this Plan, in accordance with Rule 18f-3 under the
1940 Act on the following terms and conditions:

SECTION 1. ESTABLISHMENT OF PLAN

As required by Rule 18f-3 under the 1940 Act,  this Plan  describes the multiple
class system for certain series of shares of the Issuer,  including the separate
class arrangements for shareholder  services and/or  distribution of shares, the
method for allocating expenses to classes and any related conversion features or
exchange privileges  applicable to the classes.  Upon the initial effective date
of this  Plan,  the  Issuer  elects to offer  multiple  classes of shares of its
capital stock, as described herein, pursuant to Rule 18f-3 and this Plan.


                                       1


SECTION 2. FEATURES OF THE CLASSES

a.   DIVISION INTO CLASSES.  Each series of shares of the Issuers  identified in
     SCHEDULE  A  attached  hereto,  and each  series of  shares  of any  Issuer
     subsequently added to this Plan (collectively,  the "Funds"), may offer one
     or more of the following classes of shares:  Investor Class,  Institutional
     Class,  Advisor Class,  A Class, B Class, C Class and R Class.  The classes
     that each Fund is authorized  to issue  pursuant to this Plan are set forth
     in SCHEDULE A. Shares of each class of a Fund shall  represent an equal pro
     rata interest in such Fund,  and generally,  shall have  identical  voting,
     dividend, liquidation and other rights, preferences,  powers, restrictions,
     limitations,  qualifications,  and terms and  conditions,  except that each
     class of shares shall: (A) have a different designation; (B) bear any Class
     Expenses,  as defined in SECTION  3D(3) below;  (C) have  exclusive  voting
     rights on any matter  submitted to shareholders  that relates solely to its
     service  arrangement;  and (D) have  separate  voting  rights on any matter
     submitted to  shareholders  in which the interests of one class differ from
     the interests of any other class.

b.   MANAGEMENT FEES.

     (1)  INVESTOR  CLASS  UNIFIED  FEE.  The Issuer is a party to a  management
     agreement  (the  "Management   Agreement")  with  either  American  Century
     Investment   Management,   Inc.  or  American  Century  Global   Investment
     Management,  Inc., each a registered  investment  adviser (each referred to
     herein as the  "Advisor",  as  applicable),  or both for the  provision  of
     investment  advisory  and  management  services in  exchange  for a single,
     unified  fee,  as set forth on  SCHEDULE A and as  described  in the Fund's
     current Investor Class prospectus or prospectus supplement.

     (2) INSTITUTIONAL  CLASS UNIFIED FEE. For each Fund listed on SCHEDULE A as
     being  authorized  to issue  Institutional  Class  shares,  the  Management
     Agreement  provides  for a  unified  fee of 20 basis  points  less than the
     existing unified fee in place for the corresponding  Investor Class of such
     Fund,  as described in the Fund's  current  Investor  Class  prospectus  or
     prospectus  supplement.  Institutional  Class shares are available to large
     institutional  shareholders,  such as  corporations  and retirement  plans,
     other  pooled  accounts,  and  individual  shareholders  that meet  certain
     investment  minimums  established  from time to time by the Advisor.  These
     minimums  may  be  waived  or  lowered  in  certain  situations  as  deemed
     appropriate by the Advisor. Institutional Class shares are not eligible for
     purchase by insurance  companies,  except in connection  with a product for
     defined benefit plans not involving a group annuity contract.

     (3) ADVISOR  CLASS UNIFIED FEE. For each Fund listed on SCHEDULE A as being
     authorized to issue Advisor Class shares, the Management Agreement provides
     for a  unified  fee  equal to the  existing  unified  fee in place  for the
     corresponding  Investor  Class of such  Fund,  as  described  in the Fund's
     current  Investor Class  prospectus or prospectus  supplement.  The Advisor
     Class  is  intended  to be  sold  to  employer-sponsored  retirement  plans
     (including    participant    directed    plans),    insurance    companies,
     broker-dealers, banks and other financial intermediaries.


                                       2


     (4) A CLASS  UNIFIED  FEE.  For each  Fund  listed on  SCHEDULE  A as being
     authorized to issue A Class shares, the Management Agreement provides for a
     unified  fee  equal  to  the   existing   unified  fee  in  place  for  the
     corresponding  Investor  Class of such  Fund,  as  described  in the Fund's
     current Investor Class prospectus or prospectus supplement.  The A Class is
     intended  to be  sold  to  and  through  broker-dealers,  banks  and  other
     financial intermediaries.

     (5) B CLASS  UNIFIED  FEE.  For each  Fund  listed on  SCHEDULE  A as being
     authorized to issue B Class shares, the Management Agreement provides for a
     unified  fee  equal  to  the   existing   unified  fee  in  place  for  the
     corresponding  Investor  Class of such  Fund,  as  described  in the Fund's
     current Investor Class prospectus or prospectus supplement.  The B Class is
     intended  to be  sold  to  and  through  broker-dealers,  banks  and  other
     financial intermediaries.

     (6) C CLASS  UNIFIED  FEE.  For each  Fund  listed on  SCHEDULE  A as being
     authorized to issue C Class shares, the Management Agreement provides for a
     unified  fee  equal  to  the   existing   unified  fee  in  place  for  the
     corresponding  Investor  Class of such  Fund,  as  described  in the Fund's
     current Investor Class prospectus or prospectus supplement.  The C Class is
     intended  to be  sold  to  and  through  broker-dealers,  banks  and  other
     financial intermediaries.

     (7) R CLASS  UNIFIED  FEE.  For each  Fund  listed on  SCHEDULE  A as being
     authorized to issue R Class shares, the Management Agreement provides for a
     unified  fee  equal  to  the   existing   unified  fee  in  place  for  the
     corresponding  Investor  Class of such  Fund,  as  described  in the Fund's
     current Investor Class prospectus or prospectus supplement.  The R Class is
     intended  to be  sold to  employer-sponsored  retirement  plans  (including
     participant directed plans), insurance companies, broker-dealers, banks and
     other financial intermediaries.

c.   SHAREHOLDER SERVICES AND DISTRIBUTION SERVICES.

     (1) ADVISOR CLASS  DISTRIBUTION  PLAN.  Shares of the Advisor Class of each
     Fund are  offered  subject  to an Advisor  Class  Master  Distribution  and
     Shareholder  Services  Plan  pursuant to Rule 12b-1 under the 1940 Act (the
     "Advisor  Class Plan") adopted by the Issuer  effective  September 3, 1996.
     Advisor  Class shares of each Fund shall pay the  Advisor,  as paying agent
     for the Fund,  for the  expenses of  individual  shareholder  services  and
     distribution  expenses  incurred in connection with providing such services
     for shares of the Fund,  as  provided  in the  Advisor  Class  Plan,  at an
     aggregate  annual  rate of .25% of the  average  daily  net  assets of such
     class.

     (2) A CLASS  DISTRIBUTION  PLAN.  Shares  of the A Class  of each  Fund are
     offered  subject  to  an  A  Class  Master   Distribution   and  Individual
     Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act (the "A
     Class  Plan")  adopted by the Issuer  effective  September 3, 2002. A Class
     shares of each Fund shall pay the  Advisor,  as paying  agent for the Fund,
     for the  expenses  of  individual  shareholder  services  and  distribution
     expenses  incurred in connection with providing such services for shares of
     the Fund, as provided in the A Class Plan,  at an aggregate  annual rate of
     .25% of the average daily net assets of such class.

     (3) B CLASS  DISTRIBUTION  PLAN.  Shares  of the B Class  of each  Fund are
     offered subject to a B Class Master Distribution and Individual Shareholder
     Services  Plan  pursuant  to Rule


                                       3



     12b-1  under  the  1940  Act (the "B Class  Plan")  adopted  by the  Issuer
     effective  September  3,  2002.  B Class  shares of each Fund shall pay the
     Advisor,  as paying  agent for the Fund,  for the  expenses  of  individual
     shareholder services and distribution  expenses incurred in connection with
     providing  such services for shares of the Fund, as provided in the B Class
     Plan, at an aggregate  annual rate of 1.00% of the average daily net assets
     of such  class  (.75% for  distribution  expenses  and .25% for  individual
     shareholder services).

     (4) C CLASS  DISTRIBUTION  PLAN.  Shares  of the C Class  of each  Fund are
     offered subject to a C Class Master Distribution and Individual Shareholder
     Services  Plan  pursuant  to Rule  12b-1  under  the 1940 Act (the "C Class
     Plan") adopted by the Issuer  effective May 1, 2001. C Class shares of each
     Fund shall pay the Advisor,  as paying agent for the Fund, for the expenses
     of individual  shareholder  services and distribution  expenses incurred in
     connection with providing such services for shares of the Fund, as provided
     in the C Class Plan,  at an  aggregate  annual rate of 1.00% of the average
     daily net assets of such class (.75% for distribution expenses and .25% for
     individual shareholder services).

     (5) R CLASS  DISTRIBUTION  PLAN.  Shares  of the R Class  of each  Fund are
     offered  subject  to  an  R  Class  Master   Distribution   and  Individual
     Shareholder Services Plan pursuant to Rule 12b-1 under the 1940 Act (the "R
     Class  Plan")  adopted by the Issuer  effective  August 29,  2003.  R Class
     shares of each Fund shall pay the  Advisor,  as paying  agent for the Fund,
     for the  expenses  of  individual  shareholder  services  and  distribution
     expenses  incurred in connection with providing such services for shares of
     the Fund, as provided in the R Class Plan,  at an aggregate  annual rate of
     .50% of the average daily net assets of such class.

     (6)  DEFINITION OF SERVICES.  Under the Advisor,  A, B, C and R Class Plans
     (collectively the "12b-1 Plans"),  "distribution expenses" include, but are
     not limited to,  expenses  incurred in connection with (A) payment of sales
     commission,  ongoing  commissions  and other payments to brokers,  dealers,
     financial  institutions  or others who sell  shares of the  relevant  class
     pursuant  to  Selling   Agreements;   (B)   compensation  to  employees  of
     Distributor  who  engage in or  support  distribution  of the shares of the
     relevant class; (C) compensation to, and expenses  (including  overhead and
     telephone  expenses)  of,  Distributor;  (D) the printing of  prospectuses,
     statements  of additional  information  and reports for other than existing
     shareholders;  (E) the  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) the
     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) the  provision of other  reasonable  assistance in connection
     with the distribution of Fund shares;  (K) the organizing and conducting of
     sales seminars and payments in the form of  transactional  compensation  or
     promotional  incentives;  (L) profit on the  foregoing;  and (M) such other
     distribution and services  activities as the Issuer  determines may be paid
     for by the Issuer pursuant to the terms of this Agreement and in accordance
     with  Rule  12b-1 of the 1940  Act;  provided  that if the  Securities  and
     Exchanges


                                       4


     Commission   determines  that  any  of  the  foregoing   services  are  not
     permissible  under  Rule  12b-1,  any  payments  for such  activities  will
     automatically cease.

     "Individual  shareholder  services" are those activities for which services
     fees may be paid as  contemplated  by the  Conduct  Rules of the  Financial
     Industry  Regulatory  Authority  ("FINRA"),  and may  include,  but are not
     limited to: (A) individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals; (B)
     the creation of investment  models and asset  allocation  models for use by
     the shareholder in selecting  appropriate  Funds; (C) 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) consolidation of shareholder  accounts in one place;
     and (F) other individual  services;  provided that if FINRA determines that
     any of the foregoing  activities are not permissible,  any payment for such
     activities will automatically cease.

d.   ADDITIONAL FEATURES.

     (1) FRONT-END  LOADS. A Class shares shall be subject to a front-end  sales
     charge in the circumstances and pursuant to the schedules set forth in each
     Fund's then-current prospectus.

     (2) CONTINGENT  DEFERRED  SALES CHARGES.  A, B, and C Class shares shall be
     subject to a  contingent  deferred  sales charge in the  circumstances  and
     pursuant  to the  schedules  as  set  forth  in  each  Fund's  then-current
     prospectus.

     (3) B CLASS  CONVERSION.  B Class  shares will  automatically  convert to A
     Class  shares  of the same Fund at the end of a  specified  number of years
     after the initial  purchase date of the B Class shares,  in accordance with
     the provisions set forth in each Fund's then-current prospectus.

SECTION 3. ALLOCATION OF INCOME AND EXPENSES

a.   DAILY DIVIDEND FUNDS.  Funds that declare  distributions  of net investment
     income  daily to maintain  the same net asset value per share in each class
     ("Daily  Dividend  Funds") will allocate  gross income and expenses  (other
     than  Class  Expenses,  as  defined  below)  to each  class on the basis of
     "relative net assets  (settled  shares)".  Realized and unrealized  capital
     gains and losses will be  allocated  to each class on the basis of relative
     net assets.  "Relative net assets (settled shares)," for this purpose,  are
     net  assets  valued  in  accordance  with  generally  accepted   accounting
     principles but excluding the value of subscriptions receivable, in relation
     to the net assets of the particular Daily Dividend Fund.  Expenses to be so
     allocated include Issuer Expenses and Fund Expenses, each as defined below.

b.   NON-DAILY DIVIDEND FUNDS. The gross income, realized and unrealized capital
     gains and losses and  expenses  (other than Class  Expenses)  of each Fund,
     other than the Daily  Dividend  Funds,  shall be allocated to each class on
     the basis of its net asset  value  relative  to the net asset  value of the
     Fund.  Expenses to be so allocated  also include  Issuer  Expenses and Fund
     Expenses.


                                       5


c.   APPORTIONMENT OF CERTAIN EXPENSES.  Expenses of a Fund shall be apportioned
     to each class of shares depending on the nature of the expense item. Issuer
     Expenses and Fund  Expenses  will be allocated  among the classes of shares
     pro rata based on their  relative  net asset  values in relation to the net
     asset value of all outstanding shares in the Fund.  Approved Class Expenses
     shall be allocated to the particular class to which they are  attributable.
     In addition,  certain expenses may be allocated differently if their method
     of imposition changes. Thus, if a Class Expense can no longer be attributed
     to a class, it shall be charged to a Fund for allocation among classes,  as
     determined by the Advisor.

d.   DEFINITIONS.

     (1) ISSUER EXPENSES.  "Issuer Expenses" include expenses of the Issuer that
     are not  attributable  to a  particular  Fund or  class  of a Fund.  Issuer
     Expenses  include  fees  and  expenses  of  those  Independent   Directors,
     including  counsel  fees  for  the  Independent   Directors,   and  certain
     extraordinary  expenses  of the  Issuer  that  are  not  attributable  to a
     particular Fund or class of a Fund.

     (2) FUND EXPENSES.  "Fund Expenses" include expenses of the Issuer that are
     attributable to a particular fund but are not  attributable to a particular
     class of the Fund. Fund Expenses include (i) interest expenses, (ii) taxes,
     (iii) brokerage expenses, and (iv) certain extraordinary expenses of a Fund
     that are not attributable to a particular class of a Fund.

     (3) CLASS EXPENSES.  "Class Expenses" are expenses that are attributable to
     a  particular  class of a Fund and  shall be  limited  to:  (i)  applicable
     unified  fee;  (ii)  payments  made  pursuant  to the  12b-1  Plan  of each
     applicable Class; and (iii) certain extraordinary  expenses of an Issuer or
     Fund that are attributable to a particular class of a Fund.

     (4) EXTRAORDINARY EXPENSES.  "Extraordinary expenses" shall be allocated as
     an Issuer  Expense,  a Fund  Expense or a Class  Expense in such manner and
     utilizing such methodology as the Advisor shall reasonably determine, which
     determination shall be subject to ratification or approval of the Board and
     shall be consistent with applicable legal principles and requirements under
     the 1940 Act and the Internal  Revenue Code, as amended.  The Advisor shall
     report to the Board quarterly regarding those  extraordinary  expenses that
     have  been  allocated  as Class  Expenses.  Any such  allocations  shall be
     reviewed by, and subject to the approval of, the Board.

SECTION 4. EXCHANGE PRIVILEGES

Subject to the restrictions and conditions set forth in the Funds' prospectuses,
shareholders  may (i)  exchange  shares of one class of a Fund for shares of the
same class of another Fund,  (ii) exchange  Investor  Class shares for shares of
any fund within the American  Century  family of funds that only offers a single
class of shares (a "Single Class Fund"), and (iii) exchange shares of any Single
Class Fund for Investor  Class shares of another Fund,  provided that the amount
to be exchanged meets the applicable  minimum  investment  requirements  and the
shares  to  be  acquired  in  the  exchange  are   qualified  for  sale  in  the
stockholder's state of residence.


                                       6


SECTION 5.        CONVERSION FEATURES

Conversions  from one class of a Fund's  shares into another class of shares are
not permitted; PROVIDED, HOWEVER, that if a shareholder of a particular class is
no longer  eligible  to own  shares of that  class,  upon  prior  notice to such
shareholder,  those  shares will be  converted to shares of the same Fund but of
another class in which such shareholder is eligible to invest.  Similarly,  if a
shareholder becomes eligible to invest in shares of another class that has lower
expenses than the class in which such shareholder is invested,  such shareholder
may be  eligible  to convert  into shares of the same Fund but of the class with
the lower expenses.

SECTION 6. QUARTERLY AND ANNUAL REPORTS

The Board shall receive  quarterly and annual  reports  concerning all allocated
Class  Expenses and  distribution  and  servicing  expenditures  complying  with
paragraph  (b)(3)(ii) of Rule 12b-1,  as it may be amended from time to time. In
the reports, only expenditures properly attributable to the sale or servicing of
a  particular  class of  shares  will be used to  justify  any  distribution  or
servicing fee or other expenses charged to that class.  Expenditures not related
to the sale or  servicing  of a  particular  class shall not be presented to the
Board to justify any fee attributable to that class. The reports,  including the
allocations  upon  which  they are  based,  shall be  subject  to the review and
approval  of the  Independent  Directors  of the  Issuer  who have no  direct or
indirect  financial  interest in the  operation  of this Plan in the exercise of
their fiduciary duties.

SECTION 7. WAIVER OR REIMBURSEMENT OF EXPENSES

Expenses  may be waived or  reimbursed  by any  adviser  to the  Issuer,  by the
Issuer's  underwriter or by any other provider of services to the Issuer without
the prior  approval of the Board,  provided that the fee is waived or reimbursed
to all shares of a particular Fund in proportion to their relative average daily
net asset values.

SECTION 8. EFFECTIVENESS OF PLAN

Upon  receipt of  approval  by votes of a majority of both (a) the Board and (b)
the Independent Directors, this Plan shall become effective December 3, 2007.

SECTION 9. MATERIAL MODIFICATIONS

This  Plan may not be  amended  to  modify  materially  its  terms  unless  such
amendment  is approved a majority of both (a) the Board and (b) the  Independent
Directors;  PROVIDED;  HOWEVER;  that a new Fund may be added by the Issuer upon
approval by that Issuer's Board by executing a new Schedule A to this Plan.


                                       7


     IN WITNESS  WHEREOF,  the Issuer has adopted this Multiple Class Plan as of
January 1, 2008.

                                 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


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

                                       8





                                   SCHEDULE A

                     SERIES COVERED BY THIS MULTICLASS PLAN

----------------------------- -------- --------- -------- ------- ------- ------- -------
                                       INSTITU-
                              INVESTOR  TIONAL   ADVISOR     A      B        C       R
                               CLASS     CLASS    CLASS    CLASS  CLASS    CLASS   CLASS
----------------------------- -------- --------- -------- ------- ------- ------- -------
AMERICAN CENTURY CAPITAL
  PORTFOLIOS, INC.

>> Equity Income Fund           Yes       Yes      No       Yes    Yes      Yes     Yes
>> Value Fund                   Yes       Yes      No       Yes    Yes      Yes     Yes
>> Real Estate Fund             Yes       Yes      No       Yes    Yes      Yes     Yes
>> Small Cap Value Fund         Yes       Yes      Yes      No      No      No       No
>> Equity Index Fund            Yes       Yes      No       No      No      No       No
>> Large Company Value Fund     Yes       Yes      No       Yes    Yes      Yes     Yes
>> Mid Cap Value Fund           Yes       Yes      Yes      No      No      No      Yes
----------------------------- -------- --------- -------- ------- ------- ------- -------


                                      A-1