EX-99.H1 15 ex-transagcyagmt.htm AMENDED AND RESTATED TRANSFER AGENCY AGMT AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT

                                                                  EXHIBIT (h)(1)

                              AMENDED AND RESTATED
                            TRANSFER AGENCY AGREEMENT

     THIS AGREEMENT,  made as of August 1, 2007, by and between AMERICAN CENTURY
CAPITAL PORTFOLIOS,  INC., a Maryland corporation ("ACCP"), and AMERICAN CENTURY
SERVICES, LLC, a Missouri limited liability company ("Services").

     1. By action of its Board of  Directors,  ACCP  appointed  Services  as its
transfer agent, and Services accepted such appointment.

     2. As transfer  agent for ACCP,  Services  shall  perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and  practices of ACCP as disclosed in its  prospectus or otherwise
communicated to Services from time to time,  including,  but not limited to, the
following:

     (a)  Recording the  ownership,  transfer,  conversion and  cancellation  of
          ownership of shares of ACCP on the books of ACCP;

     (b)  Causing the issuance,  transfer,  conversion and cancellation of stock
          certificates of ACCP;

     (c)  Establishing and maintaining records of accounts;

     (d)  Computing and causing to be prepared and mailed or otherwise delivered
          to  shareholders  payment  of  redemption  proceeds  due from  ACCP on
          redemption of shares and notices of reinvestment in additional  shares
          of  dividends,  stock  dividends or stock  splits  declared by ACCP on
          shares of ACCP;

     (e)  Furnishing  to  shareholders  such  information  as may be  reasonably
          required by ACCP, including  confirmation of shareholder  transactions
          and appropriate income tax information;

     (f)  Addressing  and  mailing  to  shareholders  prospectuses,  annual  and
          semiannual  reports;   addressing  and  mailing  proxy  materials  for
          shareholder  meetings prepared by or on behalf of ACCP, and tabulating
          the proxy votes;

     (g)  Replacing  allegedly lost,  stolen or destroyed stock  certificates in
          accordance  with and  subject to usual and  customary  procedures  and
          conditions;

     (h)  Maintaining such books and records  relating to transactions  effected
          by  Services  pursuant  to  this  Agreement  as  are  required  by the
          Investment Company Act of 1940, or by rules or regulations thereunder,
          or by any other applicable provisions of law, to be maintained by ACCP
          or its transfer agent with respect to such  transactions;  preserving,
          or  causing  to be  preserved,  any such  books and  records




          for  such  periods  as may  be  required  by any  such  law,  rule  or
          regulation;  furnishing ACCP such information as to such  transactions
          and at such times as may be  reasonably  required by it to comply with
          applicable laws and regulations, including but not limited to the laws
          of the several states of the United States;

     (i)  Dealing with and  answering  all  correspondence  from or on behalf of
          shareholders relating to its functions under this Agreement.

     3. ACCP may perform on site  inspection of records and accounts and perform
audits directly  pertaining to ACCP  shareholder  accounts  serviced by Services
hereunder at Services'  facilities in accordance with  reasonable  procedures at
the frequency necessary to show proper  administration of this agreement and the
proper audit of ACCP's financial statements. Services will cooperate with ACCP's
auditors and the representatives of appropriate  regulatory agencies and furnish
all reasonably requested records and data.

     4.   (a) Services  will at all times  exercise due diligence and good faith
in performing its duties  hereunder.  Services will make every reasonable effort
and take all  reasonably  available  measures  to  assure  the  adequacy  of its
personnel and facilities as well as the accurate  performance of all services to
be performed  by it hereunder  within the time  requirements  of any  applicable
statutes, rules or regulations or as disclosed in ACCP's prospectus.

          (b)  Services  shall  not be  responsible  for,  and  ACCP  agrees  to
indemnify Services for, any losses,  damages or expenses  (including  reasonable
counsel fees and expenses) (a) resulting from any claim, demand,  action or suit
not resulting from Services  failure to exercise good faith or due diligence and
arising  out of or in  connection  with  Services'  duties on behalf of the fund
hereunder;  (b) for any delay,  error,  or  omission  by reason or  circumstance
beyond its  control,  including  acts of civil or military  authority,  national
emergencies,  labor difficulties  (except with response to Services  employees),
fire,  mechanical  breakdowns beyond its control,  flood or catastrophe,  act of
God,  insurrection,  war, riot or failure beyond its control of  transportation,
communication  or power  supply;  or (c) for any  action  taken or omitted to be
taken by  Services  in good faith in  reliance  on (i) the  authenticity  of any
instrument or communication  reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate  person, or (ii) the
accuracy of any  records or  information  provided  to it by ACCP,  or (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advice of counsel  approved by ACCP who may be  internally  employed  counsel or
outside counsel, in either case for ACCP or Services.

     5.  Services  shall  not look to ACCP  for  compensation  for its  services
described  herein.  It  shall  be  compensated   entirely  by  American  Century
Investment  Management,  Inc. or American Century Global Investment  Management,
Inc.,  as  applicable  (the  "Advisor"),  pursuant to the  management  agreement
between  Advisor  and  ACCP,   which  requires  Advisor  to  pay,  with  certain
exceptions, all of the expenses of ACCP.


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     6. his  Agreement  may be  terminated  by either  party at any time without
penalty upon giving the other party 60 days' written notice (which notice may be
waived by either party).

          (b) Upon  termination,  Services  will  deliver to ACCP all  microfilm
records  pertaining  to  shareholder  accounts  of  ACCP,  and  all  records  of
shareholder  accounts in machine  readable  form in the format in which they are
maintained by Services.

          (c) All data  processing  programs used by Services in connection with
the  performance  of its duties under this  Agreement are the sole and exclusive
property of Services,  and after the termination of this  Agreement,  ACCP shall
have no right to use the same.

     IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.


                                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

                                    By: /s/ Maryanne L. Roepke
                                        ----------------------------------------
                                        Maryanne L. Roepke
                                        Senior Vice President



                                    AMERICAN CENTURY SERVICES, LLC

                                    By: /s/ Otis H. Cowan
                                        ----------------------------------------
                                        Otis H. Cowan
                                        Vice President




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