EX-99.A52 2 ex99a52.htm ARTICLES SUPPLEMENTARY EX.99 a(52)




AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
    
ARTICLES SUPPLEMENTARY


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, the Board of Directors of the Corporation has increased in some cases and decreased in some cases the number of shares of capital stock of certain series 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 Eleven Billion (11,000,000,000) 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 One Hundred Ten Million Dollars ($110,000,000). 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 the Corporation and the number of shares and aggregate par value of each was 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
 
R6
50,000,000
500,000
 
 
 
 
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Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
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
 
R6
50,000,000
500,000
 
 
 
 
Real Estate Fund
Investor
150,000,000
$1,500,000
 
Institutional
75,000,000
750,000
 
A
40,000,000
400,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
 
R6
50,000,000
500,000
 
 
 
 
Small Cap Value Fund
Investor
420,000,000
$4,200,000
 
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
 
R6
50,000,000
500,000
 
 
 
 
Mid Cap Value Fund
Investor
550,000,000
$5,500,000
 
Institutional
150,000,000
1,500,000
 
A
150,000,000
1,500,000
 
C
10,000,000
100,000
 
R
15,000,000
150,000
 
R6
50,000,000
500,000
 
 
 
 
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
 
R6
50,000,000
500,000
 
 
 
 
NT Large Company Value Fund
Institutional
500,000,000
$5,000,000
 
R6
50,000,000
500,000
 
 
 
 
NT Mid Cap Value Fund
Institutional
150,000,000
$1,500,000
 
R6
50,000,000
500,000
 
 
 
 
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Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
Global Real Estate Fund
Investor
20,000,000
$200,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
R6
50,000,000
500,000
 
 
 
 
Market Neutral Value Fund
Investor
50,000,000
$500,000
 
Institutional
5,000,000
50,000
 
A
5,000,000
50,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000

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 actions 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 ten (10) 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
 
R6
50,000,000
500,000
 
 
 
 
Value Fund
Investor
1,100,000,000
$11,000,000
 
Institutional
250,000,000
2,500,000
 
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
 
R6
50,000,000
500,000
 
 
 
 







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Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
Real Estate Fund
Investor
150,000,000
$1,500,000
 
Institutional
75,000,000
750,000
 
A
40,000,000
400,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000
 
R6
50,000,000
500,000
 
 
 
 
Small Cap Value Fund
Investor
420,000,000
$4,200,000
 
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
 
R6
50,000,000
500,000
 
 
 
 
Mid Cap Value Fund
Investor
555,000,000
$5,550,000
 
Institutional
150,000,000
1,500,000
 
A
150,000,000
1,500,000
 
C
15,000,000
150,000
 
R
25,000,000
250,000
 
R6
50,000,000
500,000
 
 
 
 
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
 
R6
40,000,000
400,000
 
 
 
 
NT Large Company Value Fund
Institutional
500,000,000
$5,000,000
 
R6
50,000,000
500,000
 
 
 
 
NT Mid Cap Value Fund
Institutional
150,000,000
$1,500,000
 
R6
50,000,000
500,000
 
 
 
 
Global Real Estate Fund
Investor
20,000,000
$200,000
 
Institutional
10,000,000
100,000
 
A
10,000,000
100,000
 
C
10,000,000
100,000
 
R
10,000,000
100,000
 
R6
50,000,000
500,000



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Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
Market Neutral Value Fund
Investor
50,000,000
$500,000
 
Institutional
5,000,000
50,000
 
A
5,000,000
50,000
 
C
5,000,000
50,000
 
R
5,000,000
50,000

EIGHTH: Except as otherwise provided by the express provisions of these Articles Supplementary, 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 of the Corporation.

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 of the Corporation and is not changed by these Articles Supplementary, 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 Supplementary.

ELEVENTH:     The Reallocation as set forth above was approved by at least a majority of the entire Board of Directors of the Corporation and was limited to changes expressly authorized by Section 2-105(c)(12) of the Maryland General Corporation Law without action by the stockholders.

IN WITNESS WHEREOF, AMERICAN CENTURY     CAPITAL PORTFOLIOS, INC. has caused these Articles Supplementary 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 March, 2014.

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
 
 
 






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THE UNDERSIGNED Senior Vice President of AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary to the Charter, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, the foregoing Articles Supplementary to the Charter to be the corporate act of said Corporation, and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects under the penalties of perjury.


Dated:March 7, 2014
 
/s/ Charles A. Etherington
 
 
Charles A. Etherington, Senior Vice President










































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