EX-99.A74 3 accp2023ex99a74articlesame.htm EX-99.A74 ARTICLES OF AMENDMENT 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:

(i)duly approved increasing the number of shares of capital stock that the Corporation has the authority to issue to Twenty-Eight Billion (28,000,000,000); and

(iv)    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-Seven Billion (27,000,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Twenty-Eight Billion (28,000,000,000) 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 Two Hundred Seventy Million Dollars ($270,000,000). 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 Eighty Million Dollars ($280,000,000).

    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 eight (8) series of stock and the aggregate par value of each Class was as follows:

J:\LG\ACCP\Charter Documents\ACCP Articles Amendment 03.2023.docx


Series Name

Class Name
Number of Shares
Allocated
Aggregate
Par Value
Equity Income FundInvestor3,900,000,00039,000,000
I4,500,000,00045,000,000
A920,000,0009,200,000
C275,000,0002,750,000
G20,000,000200,000
R60,000,000600,000
R6800,000,0008,000,000
R580,000,000800,000
Y200,000,0002,000,000
Value FundInvestor1,350,000,00013,500,000
I600,000,0006,000,000
A60,000,000600,000
C20,000,000200,000
R325,000,0003,250,000
R6120,000,0001,200,000
R520,000,000200,000
Y130,000,0001,300,000
Real Estate FundInvestor130,000,0001,300,000
I55,000,000550,000
A20,000,000200,000
C20,000,000200,000
R20,000,000200,000
R6170,000,0001,700,000
R520,000,000200,000
Y20,000,000200,000
Small Cap Value FundInvestor700,000,0007,000,000
I1,555,000,00015,550,000
A80,000,000800,000
C25,000,000250,000
G300,000,0003,000,000
R20,000,000200,000
R61,750,000,00017,500,000
R520,000,000200,000
Y60,000,000600,000
Mid Cap Value FundInvestor1,100,000,00011,000,000
I1,060,000,00010,600,000
A165,000,0001,650,000
C20,000,000200,000
G850,000,0008,500,000
R50,000,000500,000
R62,000,000,00020,000,000
R525,000,000250,000
Y80,000,000800,000
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Series Name
Class Name
Number of Shares
Allocated
Aggregate
Par Value
Focused Large Cap Value FundInvestor450,000,0004,500,000
I40,000,000400,000
A30,000,000300,000
C20,000,000200,000
G1,800,000,00018,000,000
R20,000,000200,000
R6150,000,0001,500,000
R520,000,000200,000
Global Real Estate FundInvestor100,000,0001,000,000
I80,000,000800,000
A20,000,000200,000
C20,000,000200,000
G345,000,0003,450,000
R20,000,000200,000
R620,000,000200,000
R520,000,000200,000
Y30,000,000300,000
Small Cap Dividend FundInvestor20,000,000200,000
I20,000,000200,000
A20,000,000200,000
G20,000,000200,000
R20,000,000200,000
R620,000,000200,000
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-Eight Billion (28,000,000,000) shares of the Twenty-Eight Billion (28,000,000,000) shares of authorized capital stock of the Corporation among the eight (8) 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 FundInvestor3,900,000,00039,000,000
I4,500,000,00045,000,000
A900,000,0009,000,000
C250,000,0002,500,000
G20,000,000200,000
R55,000,000550,000
R6800,000,0008,000,000
R580,000,000800,000
Y750,000,0007,500,000
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Series Name

Class Name
Number of Shares
Allocated
Aggregate
Par Value
Value FundInvestor1,350,000,00013,500,000
I600,000,0006,000,000
A60,000,000600,000
C20,000,000200,000
R325,000,0003,250,000
R6120,000,0001,200,000
R520,000,000200,000
Y130,000,0001,300,000
Real Estate FundInvestor130,000,0001,300,000
I55,000,000550,000
A20,000,000200,000
C20,000,000200,000
R20,000,000200,000
R6170,000,0001,700,000
R520,000,000200,000
Y20,000,000200,000
Small Cap Value FundInvestor700,000,0007,000,000
I1,660,000,00016,600,000
A80,000,000800,000
C25,000,000250,000
G300,000,0003,000,000
R20,000,000200,000
R61,755,000,00017,550,000
R520,000,000200,000
Y70,000,000700,000
Mid Cap Value FundInvestor1,150,000,00011,500,000
I1,060,000,00010,600,000
A165,000,0001,650,000
C20,000,000200,000
G850,000,0008,500,000
R60,000,000600,000
R62,000,000,00020,000,000
R525,000,000250,000
Y100,000,0001,000,000
Focused Large Cap Value FundInvestor550,000,0005,500,000
I40,000,000400,000
A30,000,000300,000
C20,000,000200,000
G2,000,000,00020,000,000
R20,000,000200,000
R6150,000,0001,500,000
R520,000,000200,000

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Series Name

Class Name
Number of Shares
Allocated
Aggregate
Par Value
Global Real Estate FundInvestor100,000,0001,000,000
I80,000,000800,000
A20,000,000200,000
C20,000,000200,000
G345,000,0003,450,000
R20,000,000200,000
R620,000,000200,000
R520,000,000200,000
Y30,000,000300,000
Small Cap Dividend FundInvestor20,000,000200,000
I20,000,000200,000
A20,000,000200,000
G20,000,000200,000
R20,000,000200,000
R620,000,000200,000




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.

    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) 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 President and attested to by its Assistant Secretary on this 29th day of June, 2023.


ATTEST:AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
/s/ Otis H. Cowan/s/ Patrick Bannigan
Name:Otis H. CowanName:Patrick Bannigan
TitleAssistant SecretaryTitle:President

    
    THE UNDERSIGNED 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:     June 29, 2023/s/ Patrick Bannigan
Patrick Bannigan, President

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