EX-99.A71 2 accp121721ex99a71articleso.htm EX-99.A71 Document

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 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 Twenty-Three Billion Five Hundred Million (23,500,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Twenty-Three Billion Five Hundred Million (23,500,000,000) 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 Two Hundred Thirty-Five Million Dollars ($235,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is Two Hundred Thirty-Five Million Dollars ($235,000,000).

    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 twelve (12) series of stock and the aggregate par value of each Class was as follows:



Series Name


Class Name
Number of Shares
Allocated

Aggregate
Par Value
Equity Income FundInvestor4,700,000,00047,000,000
I3,700,000,00037,000,000
A700,000,0007,000,000
C400,000,0004,000,000
G140,000,0001,400,000
R80,000,000800,000
R6800,000,0008,000,000
R520,000,000200,000
Y220,000,0002,200,000

J:\LG\ACCP\Charter Documents\ACCP Articles Amendment 10-28-2019.docx



Series Name


Class Name
Number of Shares
Allocated

Aggregate
Par Value
Value FundInvestor1,820,000,00018,200,000
I360,000,0003,600,000
A95,000,000950,000
C30,000,000300,000
R170,000,0001,700,000
R6200,000,0002,000,000
R520,000,000200,000
Y180,000,0001,800,000
Real Estate FundInvestor150,000,0001,500,000
I50,000,000500,000
A40,000,000400,000
C20,000,000200,000
R20,000,000200,000
R660,000,000600,000
R520,000,000200,000
Y30,000,000300,000
Small Cap Value FundInvestor680,000,0006,800,000
I380,000,0003,800,000
A90,000,000900,000
C20,000,000200,000
G210,000,0002,100,000
R20,000,000200,000
R6350,000,0003,500,000
R520,000,000200,000
Y30,000,000300,000
Mid Cap Value FundInvestor1,500,000,00015,000,000
I1,100,000,00011,000,000
A180,000,0001,800,000
C50,000,000500,000
R60,000,000600,000
R61,100,000,00011,000,000
R540,000,000400,000
Y40,000,000400,000
Focused Large Cap Value FundInvestor450,000,0004,500,000
I40,000,000400,000
A40,000,000400,000
C20,000,000200,000
R20,000,000200,000
R6120,000,0001,200,000
R520,000,000200,000
NT Focused Large Cap Value FundG1,100,000,00011,000,000
NT Mid Cap Value FundG600,000,0006,000,000

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Series Name


Class Name
Number of Shares
Allocated

Aggregate
Par Value
Global Real Estate FundInvestor50,000,000500,000
I40,000,000400,000
A20,000,000200,000
C20,000,000200,000
R20,000,000200,000
R625,000,000250,000
R520,000,000200,000
Y30,000,000300,000
AC Alternatives Market Neutral Value FundInvestor100,000,0001,000,000
I120,000,0001,200,000
A30,000,000300,000
C30,000,000300,000
R20,000,000200,000
NT Global Real Estate FundInvestor90,000,000900,000
G190,000,0001,900,000
AC Alternatives Income FundInvestor100,000,0001,000,000
I160,000,0001,600,000
A30,000,000300,000
C30,000,000300,000
R20,000,000200,000
R620,000,000200,000
Y30,000,000300,000


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 Twenty-Three Billion Five Hundred Million (23,500,000,000) shares of the Twenty-Three Billion Five Hundred Million (23,500,000,000) shares of authorized capital stock of the Corporation among the twelve (12) 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 FundInvestor3,600,000,00036,000,000
I3,850,000,00038,500,000
A720,000,0007,200,000
C275,000,0002,750,000
G65,000,000650,000
R70,000,000700,000
R6800,000,0008,000,000
R550,000,000500,000
Y200,000,0002,000,000

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Series Name


Class Name
Number of Shares
Allocated

Aggregate
Par Value
Value FundInvestor1,350,000,00013,500,000
I400,000,0004,000,000
A60,000,000600,000
C25,000,000250,000
R175,000,0001,750,000
R6150,000,0001,500,000
R530,000,000300,000
Y130,000,0001,300,000
Real Estate FundInvestor130,000,0001,300,000
I60,000,000600,000
A40,000,000400,000
C25,000,000250,000
R40,000,000400,000
R680,000,000800,000
R525,000,000250,000
Y40,000,000400,000
Small Cap Value FundInvestor700,000,0007,000,000
I800,000,0008,000,000
A80,000,000800,000
C25,000,000250,000
G300,000,0003,000,000
R180,000,0001,800,000
R6450,000,0004,500,000
R540,000,000400,000
Y60,000,000600,000
Mid Cap Value FundInvestor1,100,000,00011,000,000
I1,100,000,00011,000,000
A180,000,0001,800,000
C50,000,000500,000
R60,000,000600,000
R61,300,000,00013,000,000
R530,000,000300,000
Y75,000,000750,000
Focused Large Cap Value FundInvestor450,000,0004,500,000
I50,000,000500,000
A40,000,000400,000
C25,000,000250,000
R30,000,000300,000
R6150,000,0001,500,000
R525,000,000250,000
NT Focused Large Cap Value FundG1,800,000,00018,000,000
NT Mid Cap Value FundG850,000,0008,500,000

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Series Name


Class Name
Number of Shares
Allocated

Aggregate
Par Value
Global Real Estate FundInvestor75,000,000750,000
I75,000,000750,000
A25,000,000250,000
C25,000,000250,000
R25,000,000250,000
R625,000,000250,000
R525,000,000250,000
Y40,000,000400,000
AC Alternatives Market Neutral Value FundInvestor80,000,000800,000
I80,000,000800,000
A30,000,000300,000
C20,000,000200,000
R25,000,000250,000
NT Global Real Estate FundInvestor140,000,0001,400,000
G330,000,0003,300,000
AC Alternatives Income FundInvestor20,000,000200,000
I20,000,000200,000
A20,000,000200,000
C20,000,000300,000
R20,000,000200,000
R620,000,000200,000
Y20,000,000200,000





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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.

    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 were 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.














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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 4th day of February, 2021.


ATTEST:AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
/s/ Otis H. Cowan/s/ Charles A. Etherington
Name:Otis H. CowanName:Charles A. Etherington
TitleAssistant SecretaryTitle: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:    February 4, 2021/s/ Charles A. Etherington
Charles A. Etherington, Senior Vice President

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