As filed with the Securities and Exchange Commission on April 18, 1997
1933 Act File No. 33-64872; 1940 Act File No. 811-7820
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____
Post-Effective Amendment No. _____
(Check appropriate box or boxes.)
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
(816) 531-5575
(Registrant's Telephone Number, Including Area Code)
American Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
James E. Stowers III
American Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Name and address of Agent for Service)
Approximate Date of Proposed Public Offering June 16, 1997
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ended March 31, 1997 will be filed in May, 1997.
<PAGE>
AMERICAN CENTURY REAL ESTATE FUND
A SERIES OF
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
REGISTRATION STATEMENT ON FORM N-14
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 481(a))
<TABLE>
<CAPTION>
PART A OF FORM N-14
<S> <C> <C>
1. Beginning of Registration Statement
Outside Front Cover Page of Prospectus..................... Cross Reference Sheet; Cover Page
2. Beginning and Outside Back Cover Page
of Prospectus ............................................. Table of Contents
3. Fee Table Synopsis Information and Risk
Factor..................................................... Important Information You Should Consider;
Transaction and Operating Expense Information;
Information Relating to the Proposed Merger
4. Information About the Transaction.......................... Information Relating to the Proposed Merger;
Information Relating to Voting Matters
5. Information About the Registrant .......................... Important Information You Should Consider,
Information Relating to the Proposed Merger;
Shareholder Transactions and Services
6. Information About the Company Being
Acquired .................................................. Important Information You Should Consider,
Information Relating to the Proposed Merger;
Shareholder Transactions and Services
7. Voting Information ........................................ Important Information You Should Consider;
Information Related to Voting Matters
8. Interest of Certain Persons and Experts ................... Not Applicable
9. Additional Information Required for Reoffering
by Persons Deemed to be Underwriters ...................... Not Applicable
PART B OF FORM N-14
10. Cover Page ................................................ Cover Page
11. Table of Contents ......................................... Table of Contents
12. Additional Information About the Registrant ............... Additional Information
13. Additional Information About the Company
Being Acquired ............................................ Additional Information
14. Financial Statements ...................................... Financial Statements
PART C OF FORM N-14
14. Indemnification ........................................... Indemnification
15. Exhibits .................................................. Exhibits, Exhibit Index
16. Undertakings .............................................. Undertakings
</TABLE>
<PAGE>
RREEF SECURITIES FUND, INC.
The RREEF Funds
101 California Street
San Francisco, California 94111-5853
Dear RREEF Shareholder:
Since the summer of 1996, representatives of RREEF Real Estate
Securities Fund have been looking for ways to improve the service levels and
distribution capabilities of your fund. We determined that linking with an
existing mutual fund family was in the best long-term interests of the fund. To
that end, discussions with American Century Investments began last fall
concerning making your fund a part of the American Century fund family. The
American Century fund family, as you may know, is a Kansas City, Missouri-based
family of funds consisting of nearly 70 no-load funds, totaling over $50 billion
in assets that was created after the acquisition of The Benham Group of mutual
funds by Twentieth Century Mutual Funds. After extensive discussions I am
pleased to report that, subject to your approval, an agreement has been reached
to add your fund to the American Century family. In order to obtain your
approval, the Board of Directors of the RREEF Real Estate Securities Fund has
called a special meeting of shareholders to be held June 13, 1997. At that
meeting you will be asked to consider and approve a proposed agreement and a
plan of merger. Pursuant to this agreement, you will be asked to approve the
merger of your fund into a shell fund, the American Century Real Estate fund,
which is a portfolio of American Century Capital Portfolios, Inc. The merger
will result in your fund being managed by American Century Investment
Management, Inc., but your fund will continue to be subadvised by RREEF Real
Estate Securities Advisers. Hence the day-to-day operations of your fund will
continue to be carried out by the same people that have done it since the fund's
origin.
Pending your approval, the transaction is expected to occur on or
shortly after June 13, 1997.
In the transaction, the number and value of the shares you hold at the
time of the merger will not change, and will be the same immediately after the
merger. The merger will be tax-free and will not involve any sales loads,
commissions or transaction charges. Following the merger, the investment
objectives and investment policies of the new fund will be substantially
identical to the investment objectives and policies of the RREEF Real Estate
Securities Fund. What you will have after the merger are the benefits that come
from being a part of a leading mutual fund family, including its enhanced level
of service, as well as a full line of other funds from which to choose. Please
see the enclosed prospectus/proxy for more information about American Century.
THE BOARD OF DIRECTORS OF THE RREEF FUND SUPPORTS THE PROPOSED
AGREEMENT AND PLAN OF MERGER AND STRONGLY ENCOURAGES THAT YOU VOTE FOR THE
PROPOSAL. The Prospectus/Proxy Statement contains more detailed information
about the Agreement and Plan of Merger and other related matters and the reasons
why the Board recommends you vote in favor of them. Please read the documents
carefully.
Enclosed is a proxy card for the meeting. We urge you to read the
enclosed proxy statement and to vote by completing, signing and returning the
enclosed proxy ballot form(s) in the prepaid envelope. Even if you plan on
attending the meeting, please vote and return each proxy card you receive. Your
vote is very important to us. If we have not received your vote as the meeting
date approaches, you will likely receive a telephone call from a RREEF
representative to ask for your vote.
The Board believes the merger will provide better opportunities for our
mutual fund investors. If you have any questions, we will be happy to assist
you. You may call us at (312) 266-9300. Please ask for Peter J. Broccolo, Vice
President, RREEF Client Relations. We appreciate your attention to the proxy and
thank you for investing with us.
Sincerely,
Kim G. Redding, President
<PAGE>
RREEF SECURITIES FUND, INC.
The RREEF Funds
101 California Street
San Francisco, California 94111-5853
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on June 13, 1997
To RREEF Shareholders:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the shareholders of
the RREEF Real Estate Securities Fund, a portfolio of RREEF Securities Fund,
Inc. (the "RREEF Fund") will be held at American Century Tower I, 4500 Main
Street, Kansas City, Missouri, on June 13, 1997 at 10:00 a.m. Central time for
the following purposes:
ITEM 1 To consider and act upon a proposal to approve an Agreement
and Plan of Merger and the transaction contemplated thereby,
specifically the merger of the RREEF Fund with and into the
American Century Real Estate Fund, a portfolio of American
Century Capital Portfolios, Inc.
ITEM 2 To transact such other business as may properly come before
the Special Meeting or any adjournment(s) thereof.
The proposed merger and related matters are described in the attached
Prospectus/Proxy Statement. Appendix I to the Prospectus/Proxy Statement is a
copy of the Agreement and Plan of Merger.
Shareholders of record as of the close of business on April 25, 1997
are entitled to notice of, and to vote at, the Special Meeting or any
adjournment(s) thereof.
PLEASE EXECUTE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE RETURN YOUR PROXY CARD EVEN IF YOU ARE PLANNING TO ATTEND THE MEETING.
THIS IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. PROXIES MAY BE REVOKED AT
ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A WRITTEN NOTICE OF REVOCATION
OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND VOTING IN
PERSON.
---------------------------
Secretary
May 21, 1997
<PAGE>
PROSPECTUS/PROXY STATEMENT
Dated May 21, 1997
RREEF SECURITIES FUND, INC. AMERICAN CENTURY CAPITAL
The RREEF Funds PORTFOLIOS, INC.
101 California Street American Century Investments
San Francisco, California 94111-5853 4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
(800) 345-2021
This Prospectus/Proxy Statement is furnished in connection with the
solicitation of votes by the Board of Directors of the RREEF Real Estate
Securities Fund (the "RREEF Fund") in connection with a Special Meeting of
Shareholders to be held on June 13, 1997 at 10:00 a.m. (Central time) at
American Century Tower I, 4500 Main Street, Kansas City, Missouri.
This prospectus/proxy statement is intended to give you the information
you need to consider and vote on the proposed merger of the RREEF Fund with and
into the American Century Real Estate Fund (the "ACRE Fund") pursuant to an
Agreement and Plan of Merger that can be found in Appendix I to this document.
Both funds are open-end management investment companies. Much of this
information is required by rules of the Securities and Exchange Commission; some
of it is highly technical. If you have any questions about these materials or
how to vote your shares, please call Peter J. Broccolo, Vice President, RREEF
Client Relations, at (312) 266-9300.
The ACRE Fund is a newly created series of American Century Capital
Portfolios, Inc. ("ACCP") that currently has no assets. It currently possesses
substantially identical investment objectives and investment policies as the
RREEF Fund. It was created for the purpose of facilitating the addition of the
RREEF Fund to the American Century Investments mutual fund family. Both funds
are registered with the SEC. Copies of the Prospectuses and Statement of
Additional Information of both funds are included with this Prospectus/Proxy
Statement.
This Prospectus/Proxy Statement constitutes the Proxy Statement of the
RREEF Fund for the Special Meeting of Shareholders and a prospectus for the
Investor Class shares of the ACRE Fund that are to be issued in connection with
the merger. It is expected to be first sent to shareholders on or about May 21,
1997.
LIKE ALL MUTUAL FUND SHARES, THE SECURITIES OF THE ACRE FUND HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
1
TABLE OF CONTENTS
Important Information You Should Consider (Q&A).....................3
Transaction and Operating Expense Information.......................9
Information Relating to the Proposed Merger........................10
Description of the Agreement and Plan of Merger...............10
Board Consideration...........................................10
Additional Information About the Proposed Transaction..............12
Federal Income Tax Consequences...............................12
Capitalization................................................12
Information about the ACRE Fund...............................12
Information about the RREEF Fund..............................14
Shareholder Transactions and Services..............................15
Classes.......................................................15
Sales Loads and other Redemption Fees.........................15
Purchase Policies.............................................16
Redemption Policies...........................................18
Share Exchanges...............................................19
Open Orders...................................................19
Responsibility for Telephone Instructions.....................19
Automated Information Line and Online Access..................20
Dividends and Distributions...................................20
Information Relating to Voting Matters.............................21
General Information...........................................21
Voting and Revocation of Proxies..............................21
Record Date...................................................21
Quorum........................................................21
Shareholder Vote Required.....................................22
Cost of Proxy Solicitation....................................22
Certain RREEF Fund Shareholders...............................22
Appraisal Rights..............................................23
Annual Meetings...............................................23
Additional Information.............................................23
Litigation.........................................................23
Financial Statements...............................................23
Pro Forma Financial Statements.....................................24
Other Business.....................................................24
Shareholder Inquiries..............................................24
Appendix I--Agreement and Plan of Merger
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT
AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE RREEF FUND OR ACCP.
2
IMPORTANT INFORMATION YOU SHOULD CONSIDER
The following Q&A is a brief summary of some of the key features of the
proposed merger that may be important to you. As is true with all summaries,
however, perhaps not all of the information or topics that you may think are
important will be included below. As a result, this Q&A is qualified in its
entirety by the more detailed information contained elsewhere in this
Prospectus/Proxy Statement, or incorporated into this Prospectus/Proxy
Statement, or attached as an Appendix. Accordingly, please read all the enclosed
proxy materials before voting. Please remember to vote your shares as soon as
possible.
Q. What is the purpose of the upcoming meeting?
A. The Board of Directors has recommended merging the RREEF Fund
with and into the ACRE Fund. The merger requires shareholder
approval. As a result, the Board is soliciting your proxy for
a special shareholder meeting to consider the merger.
Q. What is the ACRE Fund? Why is the merger being proposed?
A. The ACRE Fund is a newly-created series of American Century
Capital Portfolios, Inc. ("ACCP"). It currently has no assets.
It possesses substantially identical investment objectives and
investment policies as the RREEF Fund. It was created for the
purpose of establishing an entity into which the RREEF Fund
could merge. The merger is being proposed so that the RREEF
Fund will become, in effect, a part of the American Century
Investments mutual fund family. The ACRE Fund will be a
"successor" to the RREEF Fund, which means the performance
record of the RREEF Fund, as well as its financial statements,
will continue in the ACRE Fund.
Q. Who is American Century Investments?
A. American Century Investments is a Kansas City, Missouri-based
mutual fund complex consisting of nearly 70 funds. It is the
fund group that was created after the acquisition of The
Benham Group of mutual funds by Twentieth Century Mutual
Funds. The complex totals more than $50 billion in assets
under management, and serves over 2 million shareholders. It
is currently the fourth largest no-load mutual fund complex in
the United States.
3
Q. Why did the RREEF Board of Directors approve the merger?
A. While there were many reasons, a primary reason was to improve
the level of shareholder service available to fund
shareholders. The Directors specifically considered the
benefits that will be available to fund shareholders as a
result of being part of a leading mutual fund family, such as
the availability of increased and expanded telephone services,
audio response units, enhanced shareholder statements,
extended customer service hours, and improved shareholder
communications, such as fund newsletters. In addition, the
Directors considered the newly opened universe of funds that
would be directly available to RREEF Fund shareholders. The
Directors also considered the much greater network of
distribution that would be available to the fund as a part of
the American Century Investments family. With regard to the
fund itself, the Directors considered that the ACRE Fund would
have substantially identical investment policies and
strategies as the existing fund, the transaction would be
tax-free to existing shareholders, there would be no dilution
of their current interests, and, importantly, the same
advisor, RREEF Real Estate Advisers L.P., would still be
making the day-to-day investment decisions for the fund. The
Board was advised that RREEF Real Estate Securities Advisers
was unwilling to continue to absorb expenses in its current
relationship with the RREEF Fund. Considering all these and
other factors, the Board determined the merger was in the best
interests of the fund and its shareholders. The ACRE Fund
Board of Directors also came to the same conclusion regarding
the ACRE Fund.
Q. What will shareholders receive if the merger is approved?
A. You will receive the same number of Investor Class shares of
the ACRE Fund that you now hold in the RREEF Fund. The value
of the shares you receive will be the same as the value of
your holdings immediately prior to the merger. Importantly,
what you will also receive are shares of an American Century
fund, which will make the rest of the American Century fund
family directly available to you.
4
Q. What are "Investor Class" shares?
A. The ACRE Fund has three classes of shares authorized for
issuance: the Investor Class, the Institutional Class and the
Advisor Class. Investor Class shares are sold without any
commissions or other sales charges and are intended for
purchase by retail, no-load investors. The other classes are
primarily intended for purchase by institutional investors
through institutional distribution channels, and will not be
offered until after the merger.
Q. Will the merger cause RREEF Fund shareholders to realize income or
capital gains for tax purposes?
A. No. The exchange of shares in the merger will be tax-free for
federal income tax purposes. We will obtain a legal opinion
from Dechert Price & Rhoads, a law firm that specializes in
this area, confirming that the merger will not be a taxable
event for you. Your tax basis and holding period for your
shares will be unchanged.
Q. How do the fee structure and total expense ratio of the ACRE Fund
compare to the RREEF Fund?
A. In the RREEF Fund, the Fund (and hence, its shareholders) pay
separate fees for investment advisory, administrative,
custodial and transfer agency services. In addition, there are
other expenses, such as the cost of annual audits and legal
fees, that are incurred by the Fund that are also paid for by
the Fund. The aggregate total of all the fees that the Fund
can incur is currently capped at a 1.00% annual fee (although,
without the cap, actual fund expenses would be much higher).
In contrast, the ACRE Fund has an "all-inclusive" management
fee. For the Investor Class of shares (the shares RREEF
shareholders will receive if the merger is approved), the all
inclusive fee will be a per annum fee of 1.20%. In exchange
for the all inclusive fee, American Century Investment
Management, Inc. ("ACIM") pays for all expenses of the fund
except for taxes, interest, brokerage commissions, the fees
and expenses of outside directors, and extraordinary items. It
is true that the fee for the ACRE Fund will be higher than the
current fee of the RREEF Fund. As more fully detailed under
the heading "Board Consideration" on page 10, however, the
Directors have concluded that in light of the fees and
expenses charged by the fund's competitors, the increased
level of service that fund shareholders will have available,
the lower account minimum to be changed on the fund and other
factors, the increased fee is fair and reasonable to fund
shareholders.
5
Q. Will the ACRE Fund be riskier than the RREEF Fund?
A. As previously noted, the ACRE Fund has adopted investment
objectives and policies that are substantially identical to
the current objectives and policies of the RREEF Fund.
Long-term capital appreciation, with income as a secondary
consideration, is the goal of both funds. Interests in real
estate investment trusts, and stocks of companies that are
principally engaged in the real estate business are the
primary investments of both funds. As a result, the risk
profiles of the two funds should be essentially the same. As a
current investor in the RREEF Fund, you likely are familiar
with the way the fund operates and the risk that comes with
it. The ACRE Fund's strategy and risks are summarized on pages
--- to --- of the enclosed ACRE Fund prospectus.
Q. When will the meeting be held? Who is entitled to vote?
A. The meeting will be held on Friday, June 13, 1997 at 10:00
a.m. at American Century Tower I, 4500 Main Street, Kansas
City, Missouri. Please note that this will be a business
meeting only. There will be no presentations about the fund.
The record date for the meeting is April 25, 1997. All
shareholders who own shares on that date are entitled to vote
on the merger.
Q. If a shareholder returns a proxy now, can that vote be changed prior to
the meeting?
A. Yes. You can change your vote at any time by writing to us, or
by sending us another proxy, or by attending the meeting and
voting in person. In order to help insure we can hold the
meeting, we ask that you please return the enclosed proxy at
your earliest convenience. Doing so will help us achieve a
quorum for the meeting.
6
Q. How do shareholders vote their shares?
A. You can vote by mail or in person at the Special Meeting. The
fastest and most convenient way is to complete, sign and mail
the enclosed proxy voting card to us in the enclosed
postage-paid envelope. We will vote your shares exactly as you
tell us. If you simply sign the card and return it, we will
follow the recommendation of the Board of Directors and vote
it "FOR" the merger. If you have any questions regarding the
enclosed proxy statement or need assistance in voting your
shares, please call Peter J. Broccolo, Vice President, RREEF
Client Relations, at (312) 266-9300.
Q. When will the merger take place?
A. Subject to receiving shareholder approval, the merger is
scheduled to take place on June 13, 1997. The RREEF Fund will
be merged into the ACRE Fund, and your shares of the RREEF
Fund will be converted into the same number of ACRE Fund
Investor Class shares. The value of your shares will not
change as a result of the merger.
Q. How will the day-to-day management of the ACRE Fund be handled?
A. The ACRE Fund will be managed in the same way, on a day-to-day
basis, as it is now. American Century Investment Management,
Inc. ("ACIM") will serve as investment manager to the Fund.
However, RREEF Real Estate Securities Advisers, the advisor to
the RREEF Fund, will serve as subadvisor for the ACRE Fund,
and carry out the day-to-day management of the funds'
portfolio, just as it has since the RREEF Fund began
operations.
7
Q. How will the distribution, purchase and redemption procedures and
exchange rights change with the ACRE Fund?
A. The ACRE Fund will have the same distribution, purchase and
exchange procedures as other American Century Investments
funds. The distribution policies remain unchanged. Purchases
can be made by mail or by telephone or electronically, if you
have elected such services. The minimum initial purchase will
now be $2500 (waived if you establish a $50 per month
automatic investment), as opposed to the current $50,000 RREEF
Fund minimum. Redemptions can be made by mail, or by telephone
if you have elected that service. A big change will be that as
a part of the American Century family, you will now have
exchange rights into other American Century funds. For a
comparison of the distribution, purchase and redemption
procedures and exchange rights of each fund, please review the
discussion that begins below on page 15 under the heading
"Shareholder Transactions and Services."
Q. Where can shareholders get more information about
the ACRE Fund and the RREEF Fund?
A. Both funds are registered with the Securities and Exchange
Commission. As a result, each has prospectuses and statements
of additional information with even more detailed information
than is contained in this document. A copy of each fund's
Prospectus and Statement of Additional Information and the
RREEF Fund's most recent Annual Report accompanies this
Prospectus/Proxy Statement.
8
<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE INFORMATION
The table below compares shareholder transaction expenses and annual
fund operating expenses of the RREEF Fund and the Investor Class of the ACRE
Fund.
Investor Class
RREEF Fund ACRE Fund
---------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases None None
Maximum Sales Load Imposed on
Reinvested Dividends None None
Deferred Sales Load None None
Redemption Fee None* None**
Exchange Fee None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees 0.75% 1.20%
12b-1 Fees None None
Other Expenses
(after fee waivers and/or expense
reimbursements) 0.25% 0
----- ----
Total Operating Expenses
(after fee waivers and/or expense
reimbursements) 1.00% 1.20%
- ------------------------
* A fee of 1% of the assets redeemed is charged on redemptions made within one
year of purchase.
** Redemption proceeds sent by wire are subject to a $10
processing fee. In addition, a fee of 2% of the assets redeemed is charged on
redemptions or exchanges made within one year of purchase.
Example: An investor would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return, and (2) redemption at the end of the following
periods:
</TABLE>
<TABLE>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
RREEF Fund $10 $32 $55 $122
ACRE Fund
(Investor Class Shares) $---- $---- $---- $----
</TABLE>
9
INFORMATION RELATING TO THE PROPOSED MERGER
The RREEF Fund has entered into an agreement whereby it will be merged
with and into the ACRE Fund. A brief summary of the Agreement and Plan of Merger
follows below. For more detailed information, please refer to the Agreement and
Plan of Merger, a copy of which is attached as Appendix I to this
Prospectus/Proxy Statement.
DESCRIPTION OF THE AGREEMENT AND PLAN OF MERGER. The Agreement and Plan
of Merger provides that the RREEF Fund will be merged with and into the ACRE
Fund. In the merger shares of the RREEF Fund will be converted into an identical
number of ACRE Fund Investor Class shares, so that the holders of shares of the
RREEF Fund will hold the same number of Investor Class shares of the ACRE Fund
immediately after the merger as they held in the RREEF Fund immediately prior to
the merger. The net asset value of the shares will not be affected by the
merger.
The Agreement and Plan of Merger provides that the RREEF Fund will
declare a dividend or dividends prior to the merger which, together with all
previous dividends, will have the effect of distributing to the shareholders of
the RREEF Fund all undistributed ordinary income earned and net capital gains
realized up to and including the effective time of the merger. The distribution
is necessary to ensure that the merger will not create tax consequences to the
fund. The distribution to shareholders generally will be taxable to the extent
ordinary distributions are taxable to shareholders.
The merger is subject to a number of conditions, including approval by
RREEF Fund shareholders of the Agreement and Plan of Merger, the receipt of
certain legal opinions described in the Agreement and Plan of Merger and the
parties' performance in all material respects of their agreements and
undertakings in the Agreement and Plan of Merger. Assuming the conditions
specified in the Agreement and Plan of Merger are met, the merger is expected to
occur on June 13, 1997.
The expenses of the ACRE Fund and RREEF Fund incurred in connection
with the merger will be paid by ACIM.
Under the Agreement, up until the time of the merger, both funds, by
mutual consent, can agree to not merge. The Agreement provides further that the
Agreement may be amended by written agreement of the funds, except that after
the approval of the Agreement by the RREEF Fund shareholders, no amendment can
be made that would have the effect of changing the number of ACRE Fund shares to
be issued to the RREEF Fund shareholders to their detriment without the further
approval of those shareholders. The Agreement also provides that either party
may waive any breach by the other party or the failure to satisfy any of the
conditions to its obligations.
BOARD CONSIDERATION. The Board of Directors of the RREEF Fund gave its
final approval to the merger at a meeting held April 16, 1997. Materials
regarding the proposed transaction, and about American Century Investments, had
been provided to the Board prior to the meeting. At the meeting the Board heard
presentations both from the management of the fund, as well as representatives
of American Century Investments. In coming to the decision to approve the
merger, the Board considered a number of factors, including the history of asset
growth of the fund, its current level of shareholder service, and the
shareholder service that could be provided by American Century Investments. The
Board considered the proposed investment management and subadvisory
relationship, the performance of the fund, and the relative performance and
expense levels of the fund's major competitors. The Board also considered the
historic level of losses to RREEF Real Estate Securities Advisers L.P. incurred
in connection with advising the fund. For the fund's fiscal year ended October
31, 1996 RREEF Real Estate Securities Advisers absorbed $288,760 of fund
expenses. The Board was advised that RREEF Real Estate Securities Advisers was
unwilling to continue to absorb expenses in its current relationship with the
RREEF Fund.
10
With regard to fees, the Board specifically acknowledged that the fee
for the ACRE Fund is higher than the current expense cap for RREEF Fund. The
expense cap is the effective total expense ratio for the RREEF Fund, as its
actual expenses have been, at least historically substantially higher than the
expense cap, with the difference being absorbed by the fund's advisor. It was
noted, however, that the expense cap was implemented voluntarily by RREEF, in
part upon the expectation that fund assets would increase at a faster rate than
actually has occurred. In the absence of this voluntary cap, the total expense
ratio for the RREEF Fund for the fiscal year ended October 31, 1996 would have
been 6.83%. The Board was advised that, while the fund's current expense cap of
1% was voluntary, with no obligation on the part of RREEF Real Estate Securities
Advisers to extend it, the 1.2% total expense limit for the ACRE Fund was
established by contract, and accordingly would not go higher. However, in light
of the relative fees and expenses of the RREEF Fund's competitors, as well as
the greatly enhanced level of shareholder service that will be available and the
significantly lower minimum initial investment for the ACRE Fund, the Board
believes the fee level is fair and reasonable to RREEF Fund shareholders.
Based upon the factors considered, the Board approved the merger. Among
the reasons for the approval, the Board believes that the merger will improve
the level of shareholder service available to fund shareholders. The Directors
specifically considered the benefits that will be available to fund shareholders
as a result of being part of the American Century mutual fund family, such as
the availability of increased and expanded telephone services, audio response
units, enhanced shareholder statements, extended customer service hours, and
improved shareholder communications, such as fund newsletters. In addition, the
Directors believe that shareholders will benefit from having the nearly 70 funds
in the American Century family directly available to them. The Directors also
considered the much greater network of distribution that would be available to
the fund as a part of the American Century Investments family. With regard to
the fund itself, the directors considered that the ACRE Fund would have
substantially identical investment policies and strategies as the existing fund,
the transaction would be tax-free to existing shareholders, there would be no
dilution of their current interests, and, importantly, the same advisor, RREEF
Real Estate Securities Advisers, would still be making the day-to-day investment
decisions for the fund.
Considering all the factors set forth above, the Board determined the
merger was in the best interests of the fund and its shareholders and directed
that the Agreement and Plan of Merger be submitted to shareholders for approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE AGREEMENT AND PLAN OF MERGER.
If the shareholders do not approve the Agreement and Plan of Merger, or
if for any other reason the merger is not consummated, the RREEF Fund will
continue operations in its current form. The Board of Directors may consider
other courses of action, including other possible transactions, at that time.
At meetings held on February 15, 1997 and March 26, 1997, American
Century Capital Portfolios' Board of Directors considered the proposed merger.
Based upon its evaluation of the relevant information provided to them, and in
light of their fiduciary duties under federal and state law, the Directors
unanimously determined that the proposed merger is in the best interests of the
ACRE Fund.
11
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the merger is subject to the condition that we receive
a legal opinion from Dechert Price & Rhoads to the effect that for federal
income tax purposes (i) no gain or loss will be recognized by you or the RREEF
Fund, (ii) your basis in the ACRE Fund shares you receive will be the same as
your basis in the RREEF Fund shares held by you immediately prior to the merger,
and (iii) your holding period for the ACRE Fund shares will include your holding
period for your RREEF Fund shares.
We have not sought a tax ruling from the Internal Revenue Service, but
are relying upon the opinion of counsel referred to above. That opinion is not
binding on the IRS and does not preclude them from taking a contrary position.
The opinion from Dechert Price & Rhoads does not cover state or local taxes, and
you should consult your own advisers concerning the potential tax consequences.
CAPITALIZATION
The following sets forth as of October 31, 1996 the capitalization of
the RREEF Fund. Since the ACRE Fund has no assets or shares outstanding, nor
will it prior to the merger, the capitalization of the ACRE Fund immediately
after the merger will be the same as the capitalization of the RREEF Fund
immediately prior to the merger. Of course, the capitalization of the RREEF Fund
immediately prior to the merger will be different than appears in the table as a
result of market fluctuations and daily purchase and redemption activities in
the RREEF Fund.
RREEF Fund $
INFORMATION ABOUT THE ACRE FUND
Complete information about the ACRE Fund is contained in the ACRE Fund
Prospectus included with this Prospectus/Proxy Statement. The content of that
Prospectus is incorporated herein by reference. Below is a list of types of
information about the ACRE Fund and the pages in the ACRE Fund Prospectus where
the information can be found.
<TABLE>
INFORMATION ABOUT THE CAN BE FOUND IN THE
FOLLOWING ITEMS: FOLLOWING PLACES:
---------------- -----------------
<S> <C>
Organization and proposed operation of the See Further Information About
American ACRE Fund, including a description of the Century, pages --- - ---, Information Regarding
investment objectives and policies of the ACRE the Fund, pages --- - --- , Investment
Fund, and how the ACRE Fund seeks to achieve Policies of the Fund, pages --- - --- and
such objectives Other Investment Practices, Their
Characteristics and Risks, pages --- - --- of
the ACRE Fund prospectus
A description of the individuals who will be See Management - Investment Management, page
managing the ACRE Fund, the services the --- of the ACRE Fund prospectus
investment manager and subadvisor will provide,
and their fees
12
INFORMATION ABOUT THE CAN BE FOUND IN THE
FOLLOWING ITEMS: FOLLOWING PLACES:
---------------- -----------------
The ACRE Fund's policy with respect to See Distributions, page ---, and Taxes, page
dividends and distributions and tax --- of the ACRE Fund prospectus
consequences of an investment in the ACRE Fund
An explanation of "net asset value" of your See When Share Price Is Determined, page
shares ---, and How Share Price is Determined, page
of the ACRE Fund prospectus
Information about the ACRE Fund transaction See Transaction and Operating Expense Table,
and operating expenses page ___of the ACRE Fund prospectus
Information about distribution of the ACRE See Distribution of Fund Shares, page --- of
Fund's shares, such as the name of the Fund's the ACRE Fund prospectus and Transfer and
transfer agent and dividend paying agent, Administrative Services, page --- of the ACRE
distributor of fund shares, and charges that Fund prospectus
may be imposed by broker-dealers
The fund's minimum initial and subsequent See How to Open An Account, page --- and
investments Subsequent Investments, page --- of the
ACRE Fund prospectus
Information regarding the ACRE Fund's classes See Further Information About American
of securities, description of 12b-1 Plan and Century, page --- of the ACRE Fund prospectus
discussion of voting rights and restrictions
of ACRE Fund shareholders
Procedures for redeeming shares, refusals to See How To Redeem Shares, page ---, Special
honor redemption requests and involuntary Requirements for Large Redemptions, page ---
redemption of shares and Redemption of Shares in Low-Balance
Accounts, page --- of the ACRE Fund prospectus
13
INFORMATION ABOUT THE RREEF FUND
Complete information about the RREEF Fund is contained in the RREEF
Fund Prospectus included with this Prospectus/Proxy Statement. The content of
that prospectus is incorporated herein by reference. Below is a list of types of
information about the RREEF Fund and the pages in the RREEF Fund Prospectus
where the information can be found.
INFORMATION ABOUT THE CAN BE FOUND IN THE
FOLLOWING ITEMS: FOLLOWING PLACES:
---------------- -----------------
Condensed financial information about the See Financial Highlights, page 4 of the RREEF
RREEF Fund Fund prospectus
Organization and operation of the RREEF Fund, See The Fund, page 11, and Investment
including a description of the investment Objectives and Policies, pages 5-9 of the
objectives and policies of the RREEF Fund, how RREEF Fund prospectus
the RREEF Fund seeks to achieve such objectives
A description of the individuals who will be See Management of the Fund, pages 11-12 of
managing the RREEF Fund, the services the the RREEF Fund prospectus
investment manager provides and its fees
Information about the administrator, transfer See Administrator, Transfer Agent, Custodian
agent, dividend paying agent and distributor of and Dividend Paying Agent, page 14 of the
the RREEF Fund and description of services RREEF Fund prospectus provided
RREEF Fund transaction and operating expenses See Fees and Expenses, page 3 of the RREEF
Fund prospectus
Management of the RREEF Fund's discussion of See Management's Discussion and Analysis,
fund performance, including relevant market pages --- - --- of the RREEF Fund annual
conditions, investment strategies and report, a copy of which is included herewith
techniques, and a graphic depiction of the
value of an investment in the fund at the end of
each fiscal year
The RREEF Fund's policy with respect to See Dividends, Distributions and Taxes, page
dividends and distributions, and the tax 10 of the RREEF Fund prospectus
consequences of an investment in the RREEF Fund
An explanation of "net asset value" of your See Calculation of Net Asset Value, pages
shares 9-10 of the RREEF Fund prospectus
The RREEF Fund's minimum initial and See How to Purchase Shares, pages 14-15 of
subsequent investments the RREEF Fund prospectus
Procedures for redeeming shares, involuntary See How To Redeem Shares, pages 15-16 of the
redemption of shares and refusal to honor RREEF Fund prospectus
redemption requests
</TABLE>
14
SHAREHOLDER TRANSACTIONS AND SERVICES
The discussion below describes and compares the shareholder transactions and
services that are currently available to RREEF Fund shareholders, and those that
will be available to ACRE Fund shareholders.
A. Classes
The RREEF Fund is an investment portfolio offering a single class of
shares. The ACRE Fund is authorized to offer three classes of shares: Investor
Class, Institutional Class and Advisor Class shares. Shareholders of the RREEF
Fund will receive Investor Class shares if the merger is approved.
Investor Class shares are intended for purchase by retail investors.
Institutional Class and Advisor Class shares will be primarily offered to
institutional investors or through institutional distribution channels.
Institutional Class shares will be made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations and financial advisors that meet the ACRE Fund's minimum
investment requirements for the Institutional Class. Institutional Class shares
will not be available for purchase by insurance companies or participant
directed employer-sponsored retirement plans. Advisor Class shares are intended
for purchase by participants in employer-sponsored retirement or savings plans
and for persons purchasing shares through broker-dealers, banks, insurance
companies and other financial intermediaries that provide various administrative
and distribution services.
Each of the Investor Class, Institutional Class and Advisor Class
shares are sold at net asset value without sales charges or commissions. Neither
Investor Class nor Institutional Class shares are subject to any Rule 12b-1 or
other distribution fees. Advisor Class shares are subject to a Rule 12b-1
shareholder services fee of 0.25% annually of the aggregate average daily net
assets of the Service Class shares for the purpose of paying the costs and
expenses incurred by financial intermediaries in providing recordkeeping and
administrative services, and are also subject to a Rule 12b-1 distribution fee,
equal to 0.25% (for a total of 0.50%) annually of the average daily net assets
of the Advisor Class shares. The distribution fee is paid for the purpose of
paying the costs of providing various distribution services. The shareholder
servicing and distribution fees payable as described above are administered in
accordance with the requirements of Rule 12b-1 under the Investment Company Act
of 1940.
B. Sales Loads and other Redemption Fees
Neither fund imposes any sales loads or other charges on the purchase
of shares or the reinvestment of dividends. In addition, neither fund imposes
any contingent deferred sales charges or other charges upon the redemption of
fund shares. With respect to each fund, redemption proceeds which are sent by
wire are subject to a $10 processing fee, and any redemptions made within one
year of purchase are subject to a redemption fee of 1% of the assets redeemed in
the case of the RREEF Fund, and 2% of assets redeemed or exchanged, in the case
of the ACRE Fund. Shareholders of the ACRE Fund will be able to exchange fund
shares to other American Century funds up to six times per year per account.
15
C. Purchase Policies
<TABLE>
The following table summarizes the existing purchasing policies for
each of the ACRE Fund and the RREEF Fund.
ACRE Fund RREEF Fund
--------- ----------
<S> <C> <C>
Minimum Initial Investment $2,500 ($1,000 for IRA accounts and $50,000; Minimum may be waived for
Uniform Gifts/Transfers to Minors (i) accounts beneficially owned or
Acts ("UGMA/UTMA"). Minimums waived controlled by officers, directors and
if automatic investment plan to employees of the fund, the Advisor
account is established that is and any affiliated entities; (ii) an
equivalent of at least $50 per month. investor when the aggregate of all
fund accounts beneficially owned or
controlled by that investor total at least
$50,000; and (iv) clients of the Advisor and
clients of any affiliated entities of the
Advisor, including officers, directors and
other affiliates of such clients.
Minimum Subsequent Investment $250 for checks submitted without the $1,000
remittance portion of a previous
statement or confirmation, $50 for
all other types of subsequent
investments.
Automatic Investment Plan Shareholders may elect to make None
investments automatically by
authorizing payment directly from the
shareholder's bank account.
Automatic investments must be at
least $50 per month. Shareholders
may also utilize automatic payroll
and government direct deposits.
16
ACRE Fund RREEF Fund
--------- ----------
Purchase Methods Shares are offered to the general Shares are offered to the general
public and may be purchased directly public and may be purchased directly
from American Century Investment from Investors Bank & Trust Company
Services, Inc. by mail, telephone, by mail or wire.
online access (subsequent purchases
only), by wire, in person at one of
American Century's Investment Centers,
or through registered broker-dealers
and other qualified providers.
Qualified service providers may charge
investors fees for their services.
Payment Methods Check, money order or wire payable in Check or wire.
U.S. dollars. Subsequent investments
may also be made by authorizing a
direct draw on shareholder's bank
account.
</TABLE>
17
D. Redemption Policies
<TABLE>
The following table summarizes the existing redemption policies for
each of the ACRE Fund and the RREEF Fund.
ACRE Fund RREEF Fund
--------- ----------
<S> <C> <C>
Redemption Requests Can be made by mail or telephone. Same
Certain redemptions may require a
signature guarantee.
Check Writing Privilege No No
Check-A-Month Shareholders with a balance of at No
least $10,000 may automatically
receive a check per month in an
amount designated by the shareholder
(minimum $50) to be redeemed from the
shareholders account.
Other Automatic Redemptions Shareholders with a balance of at None
least $10,000 may elect to make
redemptions automatically by
authorizing American Century to send
funds directly to the shareholder or
to deposit automatically to the
shareholders account at a bank or
other financial institution.
</TABLE>
18
E. Share Exchanges
<TABLE>
The following table summarizes the existing share exchange policies for
each of the ACRE Fund and the RREEF Fund.
ACRE Fund RREEF Fund
--------- ----------
<S> <C> <C>
Share Exchange Policy Up to six times per year per account None
if within minimum investment
requirements.
Minimum Required Each exchange must have a N/A
value of at least $100, except as
noted below.
Automatic Exchange Plan Shareholders may set up None
an automatic exchange plan between
any two funds in an amount of
at least $50 per month.
F. Open Orders
The following table summarizes the existing policies regarding open
orders for each of the ACRE Fund and the RREEF Fund.
ACRE Fund RREEF Fund
--------- ----------
Open Order Service Shareholders may designate a price at None
which they wish to purchase or redeem
shares of a variable-priced fund by
exchange from or to an American
Century money market fund. Orders
not executed within 90 days will be
canceled. Open orders are accepted
only by telephone or in person.
G. Responsibility for Telephone Instructions
Both the RREEF Fund and the ACRE Fund have established procedures
designated to ensure the authenticity of instructions received by telephone.
These procedures include requesting personal identification of callers,
recording telephone calls and providing written confirmations of telephone
transactions. Telephone callers to the RREEF Fund will also be asked to identify
the account registration and tax identification number for any account from
which shares are requested to be redeemed. These procedures are designated to
protect shareholders from unauthorized or fraudulent instructions. In the event
that either fund fails to employ reasonable procedures to confirm the
genuineness of instructions, it may be liable for losses due to unauthorized or
fraudulent instructions.
19
H. Automated Information Line and Online Access
The following table summarizes the existing automated information line
and online access available for each of the ACRE Fund and the RREEF Fund.
ACRE Fund RREEF Fund
--------- ----------
Automated Information Line Available 24 hours a None
day, 7 days a week, to receive
fund prices, yields and total return
figures.
Share Transactions via Automated Provided certain conditions are N/A
Information Line satisfied, shareholders may make
investments, obtain share balance,
value and information on their most
recent transactions, and make
exchanges from one fund to another.
Redemption Instructions via Automated No No
Information Line
Internet Access Available 24 hours a day, 7 days a No
week, to access information on fund
daily share prices, updates on major
market indices and view historical
performance of funds. Shareholders
may also view account balances and
activity, make subsequent investments
from bank accounts and exchange
shares between funds if they select
this service on account applications.
I. Dividends and Distributions
The following table shows the policies concerning the declaration and
payment of dividends from net investment income.
ACRE Fund RREEF Fund
--------- ----------
Dividends Declared and paid twice yearly Same
(usually June and December).
Capital gains Declared and paid annually unless
compliance with the Internal Revenue Same (usually distributed
Code and its Regulations require more in December).
frequent distributions.
</TABLE>
20
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Prospectus/Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Directors of the RREEF Fund. Proxies
may be solicited by officers of the RREEF Fund and the ACRE Fund, as well as
their affiliates and employees. It is anticipated that the solicitation of
proxies will be primarily by mail, telephone, facsimile or personal interview.
Authorizations to execute proxies may be obtained by telephonic or
electronically transmitted instructions in accordance with procedures designed
to authenticate the shareholder's identity and to confirm that the shareholder
has received the Prospectus/Proxy Statement and proxy card. If you have any
questions regarding voting your shares or the proxy, you should call Peter J.
Broccolo, Vice President, RREEF Client Relations, at (312) 266-9300.
VOTING AND REVOCATION OF PROXIES
The fastest and most convenient way to vote your shares is to complete,
sign and mail the enclosed proxy voting card to us in the enclosed envelope.
This will help us obtain a quorum for the meeting and avoid the cost of
additional proxy solicitation efforts. If you return your proxy to us, we will
vote it exactly as you tell us. If you simply sign the card and return it, we
will follow the recommendation of the Board of Directors and vote "FOR" the
merger.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting a written notice of revocation, or a subsequently
executed proxy, or by attending the meeting and voting in person.
RECORD DATE
Only shareholders of record at the close of business on April 25, 1997
will be entitled to vote at the meeting. On that date there were [-----] shares
of the RREEF Fund entitled to be voted at the meeting or any adjournment of the
meeting.
QUORUM
A quorum is the number of shareholders legally required to be at a
meeting in order to conduct business. The quorum for the Shareholders Meeting is
a majority of all of the outstanding votes of the fund entitled to be cast at
the meeting. Shares may be represented in person or by proxy. Proxies properly
executed and marked with a negative vote or an abstention will be considered to
be present at the meeting for the purposes of determining the existence of a
quorum for the transaction of business. If a quorum is not present at the
meeting, or if a quorum is present at the meeting but sufficient votes are not
received to approve the Agreement and Plan of Merger, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. If a quorum is not present, the persons
named as proxies will vote those proxies for which they are required to vote FOR
the Agreement and Plan of Merger in favor of such adjournments, and will vote
those proxies for which they are required to vote AGAINST such proposals against
any adjournment.
21
SHAREHOLDER VOTE REQUIRED
The Agreement and Plan of Merger must be approved by the holders of a
majority of the outstanding shares of the RREEF Fund entitled to vote on the
merger.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees that cannot be voted on a proposal
because instructions have not been received from the beneficial owners) will be
counted for purposes of determining whether or not a quorum is present for
purposes of convening the meeting. Abstentions and broker non-votes will,
however, be considered to be a vote against the Agreement and Plan of Merger.
COST OF PROXY SOLICITATION
The cost of the proxy solicitation and shareholder meeting will be
borne by ACIM and not by the shareholders of either fund.
CERTAIN RREEF FUND SHAREHOLDERS
At April 25, 1997, the name, address, number of shares and percentage
of ownership of the persons who owned of record 5% or more of the RREEF Fund,
and the percentage of the respective Investor Class shares of the ACRE Fund that
would be owned by those persons upon the consummation of the merger based upon
their holdings on April 25, 1997, are as follows. Any shareholder who owns
greater than 25% of the shares of either fund may be deemed to be a controlling
person of that fund.
<TABLE>
Percentage of Shares
to be Owned After
Number of Percentage of Consummation of the
Shareholder Name and Address Shares Ownership Merger
<S> <C> <C> <C>
Merrill Lynch Trust Company of California FBO RREEF 344,235 34.62% 34.62%
Management Co., P.O. Box 30532, New Brunswick, New Jersey
Arntz Builders, 19 Pamaron Way, Novato, California 131,905 13.27% 13.27%
Colorado Cement Masons Pension Trust Fund, 7000 N. Broadway, 116,528 11.72% 11.72%
Bldg. 3, Suite 300A, Denver, Colorado
Gregory L. Melchor, 635 Emerson St., Palo Alto, California 100,200 10.08% 10.08%
Arntz Builders, Profit Sharing Trust, 19 Pamaron Way, 62,342 6.27% 6.27%
Novato, California
</TABLE>
At April 25, 1997, the trustees and officers of the RREEF Fund, as a
group, owned --------% of the outstanding shares of the RREEF Fund, and an
additional -----% as owners of a portion of the account at Merrill Lynch Trust
Company of California FBO RREEF Management Company.
22
APPRAISAL RIGHTS. Shareholders are not entitled to any rights of share
appraisal under the Company's Articles of Incorporation, or under the laws of
the State of Maryland.
ANNUAL MEETINGS. ACCP does not intend to hold regular annual meetings
of shareholders. Shareholders have the right to call a meeting of shareholders
to consider the removal of one or more directors or for other matters and such
meetings will be called when requested in writing by the holders of record of
10% or more of the fund's votes. To the extent required by law, ACCP will assist
in shareholder communications on such matters.
ADDITIONAL INFORMATION
Information about the RREEF Fund is incorporated herein by reference
from its Prospectus and Statement of Additional Information, each dated March 1,
1997, and its Annual Report for the fiscal year ended October 31, 1996. The
Prospectus, Statement of Additional Information and Annual Report accompany this
Prospectus/Proxy Statement. Information about the ACRE Fund is incorporated
herein by reference from the ACRE Fund's Prospectus and Statement of Additional
Information, each dated May 21, 1997. The ACRE Fund Prospectus and Statement of
Additional Information also accompany this Prospectus/Proxy Statement.
Reports and other information filed by the RREEF Fund and the ACRE Fund
can be inspected and copied at the Public Reference Facilities maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such
material can be obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates or by accessing the Web site
maintained by the SEC (www.sec.gov).
LITIGATION
Neither the RREEF Fund nor ACCP is involved in any litigation or
proceeding.
FINANCIAL STATEMENTS
The financial highlights and financial statements for the RREEF Fund
for the year ended October 31, 1996 are contained in its Annual Report to
shareholders, which accompanies and is incorporated by reference into this
Prospectus/Proxy Statement. Because it is a newly organized fund, the ACRE Fund
has no financial highlights or financial statements.
The audited financial statements of the RREEF Fund for the fiscal year
ended October 31, 1996, contained in its Annual Report and incorporated by
reference in this Prospectus/Proxy Statement, have been incorporated herein in
reliance on the reports of Deloitte & Touche LLP, independent accountants, given
upon the authority of such firm as experts in accounting and auditing.
23
PRO FORMA FINANCIAL STATEMENTS
Because the ACRE Fund, immediately prior to the merger, will have no
assets, the financial statements of the RREEF Fund immediately prior to the
merger will constitute the financial statements of the ACRE Fund immediately
after the merger. Therefore, financial statements of the RREEF Fund for the
fiscal year ended October 31, 1996 are incorporated herein as the pro forma
financial statements of the ACRE Fund illustrating the effect of the merger.
OTHER BUSINESS
The Board of Directors of the RREEF Fund knows of no other business to
be brought before the meeting. However, if any other matters come before the
meeting, it is the intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the RREEF Fund in writing at
the address or telephone number set forth on the cover page of this
Prospectus/Proxy Statement.
SHAREHOLDERS ARE REQUESTED TO DATE AND SIGN EACH ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. PLEASE RETURN YOUR PROXY CARD EVEN IF YOU
ARE PLANNING TO ATTEND THE MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
24
<PAGE>
PART C OTHER INFORMATION
ITEM 15 Indemnification.
The Registrant is a Maryland corporation. Section 2-418 of the Maryland General
Corporation Law allows a Maryland corporation to indemnify its officers,
directors, employees and agents to the extent provided in such statute.
Article XIII of the Registrant's Articles of Incorporation, Exhibit 1, requires
the indemnification of the Registrant's directors and officers to the extent
permitted by Section 2-418 of the Maryland General Corporation Law, the
Investment Company Act of 1940 and all other applicable laws.
The Registrant has purchased an insurance policy insuring its officers and
directors against certain liabilities which such officers and directors may
incur while acting in such capacities and providing reimbursement to the
Registrant for sums which it may be permitted or required to pay to its officers
and directors by way of indemnification against such liabilities, subject in
either case to clauses respecting deductibility and participation.
ITEM 16. Exhibits (all exhibits not filed herein are being incorporated herein
by reference).
1. (a) Articles of Incorporation of American Century Capital
Portfolios, Inc. (formerly Twentieth Century Capital
Portfolios, Inc.), dated June 11, 1993 (filed electronically
as an exhibit to Post-Effective Amendment No. 5 on Form N-1A
on July 31, 1996, File No. 33-64872).
(b) Articles Supplementary of American Century Capital Portfolios,
Inc. (formerly Twentieth Century Capital Portfolios, Inc.),
dated March 11, 1996 (filed electronically as an exhibit to
Post-Effective Amendment No. 5 on Form N-1A on July 31, 1996,
File No. 33-64872).
(c) Articles of Amendment of American Century Capital Portfolios
(formerly Twentieth Century Capital Portfolios, Inc.), Inc.,
dated December 2, 1996 (filed electronically as an exhibit to
Post-Effective Amendment No. 7 on Form N-1A on March 3, 1997,
File No. 33-64872).
(d) Articles Supplementary of American Century Capital Portfolios,
Inc., dated December 2, 1996 (filed electronically as an
exhibit to Post-Effective Amendment No. 7 on Form N-1A on
March 3, 1997, File No. 33-64872).
2. By-laws of American Century Capital Portfolios, Inc. (formerly
Twentieth Century Capital Portfolios, Inc.), (filed electronically as
an exhibit to Post-Effective Amendment No. 5 on Form N-1A on July 31,
1996, File No. 33-64872).
3. Voting Trust Agreements - None.
4. Agreement and Plan of Merger (filed herein as EX-99.4).
5. Specimen securities (filed as an exhibit to Pre-Effective Amendment No.
2 to the Registration Statement on Form N-1A of the Registrant, File
No. 33-64872)
6. (a) Form of Management Agreement between American Century Capital
Portfolios, Inc. and American Century Investment Management,
Inc., dated May --, 1997 (filed electronically as an exhibit
to Post-Effective Amendment No. 7 on form N-1A on March 3,
1997, File No. 33-54872.
(b) Form of Investment Subadvisory Agreement between American
Century Investment Management, Inc. and RREEF Real Estate
Securities Advisers L.P., dated May --, 1997 (filed
electronically as an exhibit to Post-Effective Amendment No. 7
on form N-1A on March 3, 1997, File No. 33-54872.
7. Distribution Agreement between TCI Portfolios, Inc., American Century
Capital Portfolios, Inc., (formerly known as Twentieth Century Capital
Portfolios Inc.) Twentieth Century Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Strategic Asset Allocations,
Inc., Twentieth Century World Investors, Inc., and Twentieth Century
Securities, Inc. dated September 3, 1996 (filed electronically as an
exhibit to Post-Effective Amendment No. 75 on form N-1A of Twentieth
Century Investors, Inc., File No. 2-14213).
8. Bonus and Profit Sharing Plan, Etc. - None.
9. (a) Custodian Agreement, dated as of September 21, 1994, by and
between American Century Capital Portfolios, Inc. (formerly
Twentieth Century Capital Portfolios, Inc.) and United
Missouri Bank, N.A. (filed electronically as an exhibit to
Post-Effective Amendment No. 5 on Form N-1A on July 31, 1996,
File No. 33-64872).
(b) Custody Agreement dated September 12, 1995, between UMB Bank,
N.A., Investors Research Corporation, Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Premium Reserves, Inc. and American Century
Capital Portfolios, Inc. (formerly Twentieth Century Capital
Portfolios, Inc.) (filed as an exhibit to Pre-Effective
Amendment No. 4 on Form N-1A of Twentieth Century Strategic
Asset Allocations, Inc., File No. 33-79482).
(c) Amendment No. 1 to Custody Agreement, dated January 25, 1996,
between UMB Bank, N.A., Investors Research Corporation,
Twentieth Century Investors, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves, Inc. and
American Century Capital Portfolios, Inc. (formerly Twentieth
Century Capital Portfolios, Inc.) (filed as an exhibit to
Pre-Effective Amendment No. 4 on Form N-1A of Twentieth
Century Strategic Asset Allocations, Inc., File No. 33-79482).
(d) Global Custody Agreement between Chase Manhattan Bank, N.A.,
and the American Century (formerly Twentieth Century and
Benham) funds dated August 9, 1996 (filed as an exhibit to
Post-Effective Amendment No. 31 on Form N-1A of American
Century Government Income Trust, File No. 2-99222).
(e) Master Agreement between Commerce Bank, N.A. and Twentieth
Century Services, Inc. dated January 22, 1997 (filed as an
exhibit to Post-Effective Amendment No. 76 on Form N-1A of
American Century Mutual Funds, Inc., File No. 2-14213).
10. (a) Master Distribution and Shareholder Services Plan of American
Century Capital Portfolios, Inc. (formerly Twentieth Century
Capital Portfolios, Inc.,), Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Advisor Class) dated
September 3, 1996 (filed electronically as an exhibit to
Post-Effective Amendment No. 75 on Form N-1A of Twentieth
Century Investors, Inc., File No. 2-14213).
(b) Shareholder Services Plan of American Century Capital
Portfolios, Inc. (formerly Twentieth Century Capital
Portfolios, Inc.), Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc., and
Twentieth Century World Investors, Inc. (Service Class) dated
September 3, 1996 (filed electronically as an exhibit to
Post-Effective Amendment No. 75 on Form N-1A of Twentieth
Century Investors, Inc., File No. 2-14213).
11. Opinion and consent of Counsel (filed herein as EX-99-11).
12. Opinion and Consent of Dechert Price & Rhoads with respect to tax
matters (to be filed by amendment).
13. Transfer Agency Agreement, dated as of August 1, 1993, by and between
American Century Capital Portfolios, Inc. (formerly Twentieth Century
Capital Portfolios, Inc.), and Twentieth Century Services, Inc. (filed
electronically as an exhibit to Post-Effective Amendment No. 5 on Form
N-1A on July 31, 1996, File No. 33-64872).
14. Consent of Deloitte & Touche LLP (filed herein as EX- 99-14).
15. Not applicable.
16. Power of Attorney (filed electronically as an exhibit to Post-Effective
Amendment No. 5 on Form N-1A on July 31, 1996, File No. 33-64872).
17. Form of Proxy (filed herein as EX-99.17).
ITEM 17. Undertakings.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
Registration Statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant in the City of Kansas City, State of Missouri
on the 18th day of April, 1997.
American Century Capital Portfolios, Inc.
(Registrant)
By: /s/ James E. Stowers III
James E. Stowers III, President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*James E. Stowers, Jr Chairman of the Board April 18, 1997
- ------------------------ and Director
James E. Stowers, Jr.
/s/ James E. Stowers III President, Director April 18, 1997
- ------------------------ and Principal Executive
James E. Stowers, III Officer
*Robert T. Jackson Executive Vice President- April 18, 1997
- ------------------------ Finance and Principal
Robert T. Jackson Financial Officer
*Maryanne Roepke Treasurer and Principal April 18, 1997
- ------------------------ Accounting Officer
Maryanne Roepke
*Thomas A. Brown Director April 18, 1997
- ------------------------
Thomas A. Brown
*Robert W. Doering, M.D. Director April 18, 1997
- -------------------------
Robert W. Doering, M.D.
*D. D. (Del) Hock Director April 18, 1997
- -------------------------
D. D. (Del) Hock
*Linsley L. Lundgaard Director April 18, 1997
- -------------------------
Linsley L. Lundgaard
*Donald H. Pratt Director April 18, 1997
- --------------------------
Donald H. Pratt
*Lloyd T. Silver, Jr. Director April 18, 1997
- --------------------------
Lloyd T. Silver, Jr.
*M. Jeannine Strandjord Director April 18, 1997
- ---------------------------
M. Jeannine Strandjord
</TABLE>
*By /s/ James E. Stowers III
James E. Stowers III
Attorney-in-Fact
EXHIBIT INDEX
AMERICAN CENTURY REAL ESTATE FUND
REGISTRATION STATEMENT ON FORM N-14
EXHIBIT
NUMBER EXHIBIT
EX-99.1a Articles of Incorporation of American Century Capital Portfolios,
Inc. (formerly Twentieth Century Capital Portfolios, Inc.), dated
June 11, 1993 are incorporated herein by reference to Exhibit 1a
to Post-Effective Amendment No. 5 filed on July 31, 1996.
EX-99.1b Articles Supplementary of American Century Capital Portfolios,
Inc. (formerly Twentieth Century Capital Portfolios, Inc.), dated
March 11, 1996 are incorporated herein by reference to Exhibit 1b
to Post-Effective Amendment No. 5 filed on July 31, 1996.
EX-99.1c Articles of Amendment of American Century Capital Portfolios
(formerly Twentieth Century Capital Portfolios, Inc.), Inc.,
dated December 2, 1996 are incorporated herein by reference to
Exhibit 1c to Post-Effective Amendment No. 7 filed on March 3,
1997.
EX-99.1d Articles Supplementary of American Century Capital Portfolios,
Inc., dated December 2, 1996 are incorporated herein by reference
to Exhibit 1d to Post-Effective Amendment No. 7 filed on March 3,
1997.
EX-99.2 By-laws of American Century Capital Portfolios, Inc. (formerly
Twentieth Century Capital Portfolios, Inc.), incorporated herein
by reference to Exhibit 2 to Post-Effective Amendment No. 5 filed
on July 31, 1996.
EX-99.4 Agreement and Plan of Merger.
EX-99.5 Specimen securities incorporated herein by reference to Exhibit 4
to Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A of the Registrant filed on August 18, 1993.
EX-99.6a Form of Management Agreement between American Century Capital
Portfolios, Inc. and American Century Investment Management,
Inc., dated May --, incorporated herein by reference to Exhibit
5f to Post-Effective Amendment No. 7 filed on March 3, 1997.
EX-99.6b Form of Investment Subadvisory Agreement between American Century
Investment Management, Inc. and RREEF Real Estate Securities
Advisers L.P., dated May --, 1997 incorporated herein by
reference to Exhibit 5g to Post-Effective Amendment No. filed on
March 3, 1997.
EX-99.7 Distribution Agreement between TCI Portfolios, Inc., American
Century Capital Portfolios, Inc., (formerly known as Twentieth
Century Capital Portfolios Inc.) Twentieth Century Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century
Strategic Asset Allocations, Inc., Twentieth Century World
Investors, Inc., and Twentieth Century Securities, Inc. dated
September 3, 1996 incorporated by reference to Exhibit 6 to
Post-Effective Amendment No. 75 of Twentieth Century Investors,
Inc., filed on June 13, 1996.
EX-99.9a Custodian Agreement, dated as of September 21, 1994, by and
between American Century Capital Portfolios, Inc. (formerly
Twentieth Century Capital Portfolios, Inc.) and United Missouri
Bank, N.A. incorporated herein by reference to Exhibit 8c to
Post-Effective Amendment No. 5 filed on July 31, 1996.
EX-99.9b Custody Agreement dated September 12, 1995, between UMB Bank,
N.A., Investors Research Corporation, Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Premium Reserves, Inc. and American Century
Capital Portfolios, Inc. (formerly Twentieth Century Capital
Portfolios, Inc.) incorporated herein by reference to Exhibit 8c
to Pre-Effective Amendment No. 4 of Twentieth Century Strategic
Asset Allocations, Inc., filed on February 5, 1996.
EX-99.9c Amendment No. 1 to Custody Agreement, dated January 25, 1996,
between UMB Bank, N.A., Investors Research Corporation, Twentieth
Century Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Premium Reserves, Inc. and American Century
Capital Portfolios, Inc. (formerly Twentieth Century Capital
Portfolios, Inc.) incorporated herein by reference to Exhibit 8e
to Pre-Effective Amendment No. 4 on Form N-1A of Twentieth
Century Strategic Asset Allocations, Inc., filed on February 5,
1996.
EX-99.9d Global Custody Agreement between Chase Manhattan Bank, N.A., and
the American Century (formerly Twentieth Century and Benham)
funds dated August 9, 1996 incorporated herein by reference to
Exhibit 8 to Post-Effective Amendment No. 31 on Form N-1A of
American Century Government Income Trust, filed on February 7,
1997.
EX-99.9e Master Agreement between Commerce Bank, N.A. and Twentieth
Century Services, Inc. dated January 22, 1997 incorporated herein
by reference to Exhibit 8e to Post-Effective Amendment No. 76 on
Form N-1A of American Century Mutual Funds, Inc., filed February
28, 1997.
EX-99.10a Master Distribution and Shareholder Services Plan of American
Century Capital Portfolios, Inc. (formerly Twentieth Century
Capital Portfolios, Inc.,), Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and Twentieth
Century World Investors, Inc. (Advisor Class) dated September 3,
1996 incorporated herein by reference to Exhibit 15a to
Post-Effective Amendment No. 75 on Form N-1A of Twentieth Century
Investors, Inc., filed June 13, 1996.
EX-99.10b Shareholder Services Plan of American Century Capital Portfolios,
Inc. (formerly Twentieth Century Capital Portfolios, Inc.),
Twentieth Century Investors, Inc., Twentieth Century Strategic
Asset Allocations, Inc., and Twentieth Century World Investors,
Inc. (Service Class) dated September 3, incorporated herein by
reference to Exhibit 15b to Post-Effective Amendment No. 75 on
Form N-1A of Twentieth Century Investors, Inc., filed on June 13,
1996.
EX-99.11 Opinion and Consent of Counsel.
EX-99.12 Opinion and Consent of Dechert Price & Rhoads (to be filed by
amendment).
EX-99.13 Transfer Agency Agreement, dated as of August 1, 1993, by and
between American Century Capital Portfolios, Inc. (formerly
Twentieth Century Capital Portfolios, Inc.), and Twentieth
Century Services, Inc. incorporated herein by reference to
Exhibit 9 to Post-Effective Amendment No. 5 on Form N-1A filed on
July 31, 1996.
EX-99.14 Consent of Deloitte & Touche LLP.
EX-99.16 Power of Attorney incorporated by reference herein to Exhibit 17
to Post-Effective Amendment No. 5 on Form N-1A filed on July 31,
1996.
EX-99.17 Form of Proxy.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the
- ----- day of -----, 1997, by and between RREEF SECURITIES FUND, INC. ("RREEF
Fund") and AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. ("ACCP"), each of which is
a Maryland corporation.
This Agreement is intended to be and is adopted as a plan of
reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986,
as amended (the "Code").
WITNESSETH:
WHEREAS, ACCP is an open-end management investment company registered
with the Securities and Exchange Commission (the "SEC") under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, ACCP may offer its common shares in multiple series, each of
which represents a separate and distinct portfolio of assets and liabilities;
and
WHEREAS, certain of the authorized shares of ACCP have been designated
as the shares of the American Century Real Estate Fund, Investor Class ("ACRE
Fund"); and
WHEREAS, RREEF Fund is a registered, open-end management investment
company registered with the SEC under the 1940 Act; and
WHEREAS, the Boards of Directors of ACCP and RREEF Fund have determined
that it is advisable and in the best interests of their respective corporations
and shareholders to merge RREEF Fund into a newly created series of ACCP,
whereupon the common shares of RREEF Fund shall be converted into ACRE Fund
shares;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, and intending to be legally bound hereby,
the parties hereto covenant and agree as follows:
1. THE MERGER
1.1 Subject to the terms and conditions set forth herein and on the
basis of the representations and warranties contained herein, ACCP and RREEF
Fund agree that RREEF Fund shall be merged with and into ACRE Fund (hereinafter,
the "Merger") as of the effective time provided for in Section 3.1 (the
"Effective Time"). The Merger shall be conducted in accordance with Section
3-105 of the Maryland General Corporation Law. ACCP shall be the surviving
corporation and shall be governed by the laws of the State of Maryland. The
terms and conditions of the Merger and the mode of carrying the same into effect
are as herein set forth in this Agreement.
1.2 The Articles of Incorporation of ACCP, as in effect at the
Effective Time, shall continue to be the articles of incorporation of the
surviving corporation until amended in accordance with the provisions thereof
and applicable law.
1.3 The Bylaws of ACCP, as in effect at the Effective Time, shall
continue to be the Bylaws of the surviving corporation until amended in
accordance with the provisions thereof and applicable law.
1.4 The directors of ACCP shall continue in office for their current
terms and until their successors are elected and qualified, or until their
death, resignation or removal.
1.5 The officers of ACCP shall remain the officers of ACCP at the
Effective Time and shall serve at the pleasure of the Board of Directors of
ACCP.
1.6 The Investment Management Agreement, Subadvisory Agreement, Rule
12b-1 Plan and Distribution Agreement of ACCP relating to ACRE Fund, as in
effect at the Effective Time, shall continue to be the Investment Management
Agreement, Subadvisory Agreement, Rule 12b-1 Plan and Distribution Agreement of
the surviving corporation until amended in accordance with the provisions
thereof.
2. CONVERSION OF OUTSTANDING FUND SHARES
2.1 At the Effective Time, each share of RREEF Fund issued and
outstanding shall be converted by reason of the Merger and without any action on
the part of the holders thereof into ACRE Fund shares. The manner and basis of
converting the issued and outstanding shares of RREEF Fund into ACRE Fund shares
shall be as follows:
(a) Upon the effectiveness of the Merger, each share of the
RREEF Fund shall be converted into a share of the ACRE Fund.
(b) Upon the effectiveness of the Merger, each fraction of a
share of the RREEF Fund shall be converted into the same fraction of a
share of the ACRE Fund.
2.2 The sole ACRE Fund share issued and outstanding at the Effective
Time shall be canceled.
2.3 As soon as practicable after the Effective Time, the transfer agent
for the ACRE Fund will send a notice to each record holder of RREEF's shares at
the Effective Time advising such holder of the effectiveness of the Merger. ACCP
will issue confirmations to such shareholder setting forth the number and net
asset value of ACRE Fund shares held by such shareholders after the Merger.
3. EFFECTIVE TIME OF THE MERGER
3.1 After the approval of this Agreement by the vote of the requisite
number of holders of shares of RREEF Fund, the Merger shall become effective at
the close of business on the date the Articles of Merger are filed with the
Secretary of State of Maryland (the "Effective Time").
3.2 At the Effective Time, the separate existence of RREEF Fund shall
cease. RREEF Fund shall be merged with and into ACRE Fund series of ACCP as the
surviving corporation. All of the property, assets, rights, privileges, powers,
franchises and immunities of RREEF Fund and the ACRE Fund shall vest in the ACRE
Fund series of ACCP as the surviving corporation, and all of the debts,
liabilities, duties and obligations of RREEF Fund and the ACRE Fund shall become
the debts, liabilities, and obligations of the ACRE Fund series of ACCP as the
surviving corporation. The assets and liabilities of RREEF Fund immediately
prior to the Effective Time shall inure to the benefit of the ACRE Fund
shareholders.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 RREEF Fund represents, warrants and covenants to ACCP as follows:
(a) The RREEF Fund is registered as an investment company
under the Investment Company Act of 1940. It is a duly formed and
validly existing corporation, in good standing under Maryland law, and
is not required to be registered as a foreign corporation in any
jurisdiction. All RREEF Fund shares are registered and qualified for
sale to the extent required by applicable federal and state law. The
RREEF Fund has complied in all material respects with all applicable
federal and state securities laws, as well as applicable investment
policies and restrictions.
(b) It has full power and authority to carry on its business
as it is presently being conducted and to enter into this Agreement and
the Merger contemplated hereby.
(c) It is not in violation, and the execution, delivery and
performance of this Agreement and the transactions contemplated hereby
will not result in a violation, of its Articles of Incorporation or
Bylaws, both as currently in effect, or of any material agreement,
indenture, instrument, contract, lease or other undertaking to which
RREEF Fund is a party or by which it is bound.
(d) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Effective Time by all
necessary action on the part of RREEF Fund's Board of Directors, and,
subject to the approval of its shareholders, this Agreement will
constitute a valid and binding obligation of RREEF Fund.
(e) All information pertaining to RREEF Fund and included in
the Registration Statement (as defined in Section 5.5), or supplied by
RREEF Fund for inclusion in the Registration Statement, on the
effective date of the Registration Statement and up to and including
the Effective Time, will not contain any untrue statement of material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which such statements are made, not misleading.
(f) Immediately prior to the Effective Time, RREEF Fund will
have good, marketable and unencumbered title to its cash, securities
and other assets.
(g) No consent, approval, authorization or order of any court
or governmental authority is required for the consummation by RREEF
Fund of the transactions contemplated by the Agreement, except such as
may be required under the Securities Act of 1933, as amended (the "1933
Act"), the Securities Exchange Act of 1934, as amended (the "1934
Act"), the 1940 Act, and rules and regulations thereunder, or state
securities laws.
(h) No material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or, to RREEF Fund's knowledge, threatened against RREEF Fund or
any of its properties or assets. RREEF Fund is not a party to or
subject to the provisions of any order, injunction, decree or judgment
of any court or governmental body which materially and adversely
affects its business or its ability to consummate the transactions
herein contemplated.
(i) All reports and registration statements filed with the SEC
regarding the RREEF Fund (i) were prepared in all material respects in
accordance with applicable federal and state securities laws and (ii)
as of their respective dates, such filings did not contain any untrue
statement of material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(j) All financial statements (whether audited or unaudited) of
the RREEF Fund made available or furnished to ACCP in connection with
its due diligence investigation of the RREEF Fund present fairly, in
all material respects, the respective financial position and results of
operations of the RREEF Fund on the dates and for the periods to which
they relate, and have been prepared in accordance with consistently
applied generally accepted accounting principles, subject only, in the
case of unaudited financial statements, to year end adjustments and
appropriate footnote disclosure, and there are no known material
liabilities (contingent or otherwise) of the RREEF Fund as of such
respective dates not disclosed therein.
(k) The RREEF Fund has made a valid election to be taxed as a
regulated, investment company under Subchapter M of the Code, and such
Fund has complied in all material respects with all applicable
provisions of federal, state and local law necessary to preserve and
retain such Fund's election and status as a regulated investment
company.
(l) The RREEF Fund has timely filed (including pursuant to
permissible extensions) all federal and state tax returns such fund is
required to file for returns which are due up to the Effective Time.
The RREEF Fund has timely paid all taxes which such fund was required
to pay. All such tax returns are in all material respects true, correct
and complete and present fairly and accurately in all material respects
the information required to be shown therein. None of such returns have
been examined by any taxing or other authority having jurisdiction, and
to RREEF's knowledge, no such examination of any tax return is in
progress, nor has any notice of such examination been received.
(m) The RREEF Fund has materially complied with all
recordkeeping, information reporting and withholding requirements
imposed by any federal, state or local law, such as requirements
relating to shareholder information reporting, backup withholding,
withholding of tax on non-resident aliens and foreign corporations and
other such similar withholding and information requirements.
(n) No material adverse change has occurred in the financial
condition of the RREEF Fund since October 31, 1996.
(o) The books of the RREEF Fund reflecting the purchase and
sale of such fund's shares are correct and complete in all material
respects. The issued and outstanding shares of the RREEF Fund have been
duly and validly issued, are fully paid and non-assessable, and have
not been issued in violation of and are not subject to any preemptive
right. There are no shares of the RREEF Fund outstanding other than the
shares of the single class of the RREEF Fund reflected in such Fund's
transfer agency records, nor are there any rights of any kind to
acquire such shares outstanding.
4.2 ACCP represents, warrants and covenants to RREEF Fund as follows:
(a) ACCP is registered as an investment company under the
Investment Company Act of 1940. It is a duly formed and validly
existing corporation, in good standing under Maryland law, and is not
required to be registered as a foreign corporation in any jurisdiction.
All ACRE Fund shares are or will be prior to the Effective Time,
registered and qualified for sale to the extent required by applicable
federal and state law. The ACRE Fund has complied in all material
respects with all applicable federal and state securities laws, as well
as applicable investment policies and restrictions.
(b) ACCP has full power and authority to enter into this
Agreement and the Merger contemplated hereby.
(c) ACCP is not in violation, and the execution, delivery and
performance of this Agreement and the transactions contemplated hereby
will not result in a violation, of any provision of its Articles of
Incorporation or Bylaws or of any material agreement, indenture,
instrument, contract, lease or other undertaking to which ACCP is a
party or by which it is bound.
(d) The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of the
Board of Directors of ACCP and this Agreement constitutes a valid and
binding obligation of ACCP.
(e) The Registration Statement, on its effective date and up
to and including the Effective Time, will (i) conform in all material
respects to the applicable requirements of the 1933 Act, the 1934 Act,
and the 1940 Act and the rules and regulations of the Commission
thereunder, and (ii) not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which such statements were made, not misleading; provided,
however, that the representations and warranties in clause (ii) of this
paragraph shall not apply to statements in (or omissions from) the
Registration Statement made in reliance upon and in conformity with
information furnished by RREEF Fund for use therein.
(f) No consent, approval, authorization or order of any court
or governmental authority is required for the consummation by ACRE Fund
of the transactions contemplated by the Agreement, except such as may
be required under the 1933 Act, the 1934 Act, the 1940 Act, and rules
and regulations thereunder, or state securities laws.
(g) No material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or, to ACCP's knowledge, threatened against ACCP or any of its
properties or assets. ACCP is not a party to or subject to the
provisions of any order, injunction, decree or judgment of any court or
governmental body which materially and adversely affects its business
or its ability to consummate the transactions herein contemplated.
5. FURTHER COVENANTS OF ACCP AND RREEF FUND
5.1 RREEF Fund will operate its business in the ordinary course between
the date hereof and the Effective Time, it being understood that such ordinary
course of business will include the declaration and payment of customary
dividends and distributions, and any other distributions that may be advisable
(which may include distributions prior to the Effective Time of net income
and/or net realized capital gains not previously distributed).
5.2 RREEF Fund will call a meeting of its shareholders to consider and
act upon this Agreement and to take all other action necessary to obtain
approval of the transactions contemplated herein.
5.3 RREEF Fund will assist ACCP in obtaining such information as ACCP
reasonably requests concerning the beneficial ownership of its common shares.
5.4 Subject to the provisions of this Agreement, ACCP and RREEF Fund
will take, or cause to be taken, all actions, and do or cause to be done all
things reasonably necessary, proper or advisable to consummate and make
effective the transaction contemplated by this Agreement.
5.5 RREEF Fund will provide ACCP with information reasonably necessary
with respect to such Fund for the preparation of the Registration Statement on
Form N-14 of ACCP (the "Registration Statement"), in compliance with the 1933
Act, the 1934 Act and the 1940 Act.
5.6 As of the Effective Time, RREEF Fund shall declare and pay a
dividend or dividends which, together with all previous dividends, shall have
the effect of distributing to its shareholders all of its investment company
taxable income, if any, for the taxable periods or years ended on or before the
fiscal year end, and for the period from said date to and including the
Effective Time, and all of its net capital gain, if any, for the taxable periods
or years ended on or before the fiscal year end, and for the period from said
date to and including the Effective Time.
5.7 ACCP agrees to use all reasonable efforts to obtain the approvals
and authorizations required by the 1933 Act, the 1934 Act, the 1940 Act and such
of the state blue sky or securities laws as may be necessary in order to conduct
its operations after the Effective Time.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF RREEF FUND
The obligation of RREEF Fund to consummate the transaction provided for herein
shall be subject, at its election, to the performance by ACCP of all the
obligations to be performed by it hereunder at or before the Effective Time,
and, in addition thereto, the following further conditions (any of which may be
waived by RREEF Fund, in its sole and absolute discretion):
6.1 All representations and warranties of ACCP contained in this
Agreement shall be true and correct as of the date hereof and as of the
Effective Time with the same force and effect as if made at such time.
6.2 ACCP shall have delivered to RREEF Fund a certificate executed in
its name by its President or any Vice President and its Treasurer or Assistant
Treasurer, dated as of the date of the Merger, to the effect that the
representations and warranties of ACCP made in this Agreement are true and
correct at the Effective Time.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACCP
The obligations of ACCP to complete the transaction provided for herein shall be
subject, at its election, to the performance by RREEF Fund of all of the
obligations to be performed by it hereunder at or before the Effective Time and,
in addition thereto, the following conditions (any of which may be waived by
ACCP, in its sole and absolute discretion):
7.1 All representations and warranties of RREEF Fund contained in this
Agreement shall be true and correct as of the date hereof and as of the
Effective Time with the same force and effect as if made at such time.
7.2 RREEF Fund shall have delivered to ACCP a certificate executed in
its name by its President or any Vice President and its Treasurer or Assistant
Treasurer, dated as of the date of the Merger, to the effect that the
representations and warranties RREEF Fund made in this Agreement are true and
correct at and as of the Effective Time.
7.3 RREEF Fund shall have delivered to ACCP as of the Effective Time
confirmations or other adequate evidence as to the adjusted tax basis of RREEF
Fund assets then delivered to ACCP in accordance with the terms of this
Agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACCP
AND RREEF FUND
The following shall constitute further conditions precedent to the consummation
of the Merger, provided, however, that any of the following conditions may be
waived by ACCP and RREEF Fund except for the conditions set forth in Sections
8.1:
8.1 The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the RREEF Fund shareholders in accordance
with the provisions of its Articles of Incorporation and Bylaws and applicable
law.
8.2 ACCP's investment manager or RREEF Fund's investment advisor, as
the case may be, shall have paid or agreed to pay the costs incurred by ACCP and
RREEF Fund in connection with the Merger, including the fees and expenses
associated with the preparation and filing of the Registration Statement, and
the expenses of printing and mailing the Proxy Statement/Prospectus, soliciting
proxies and holding the shareholders meeting required to approve the
transactions contemplated by this Agreement.
8.3 As of the Effective Time, no action, suit, injunction or other
proceeding shall be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions contemplated
herein.
8.4 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities deemed necessary by
ACCP or RREEF Fund to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except where failure
to obtain any such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of ACCP or RREEF Fund,
provided that any party hereto may for itself waive any of such conditions.
8.5 The Registration Statement shall have become effective under the
1933 Act, and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.6 The parties shall have received the opinion of a law firm
reasonably acceptable to RREEF Fund and ACCP, addressed to RREEF Fund, based in
part on certain representations to be furnished by RREEF, ACCP, and ACCP's
investment manager, substantially to the effect that:
(a) The Merger will qualify as a "reorganization" under
Section 368(a) of the Code, and RREEF Fund will qualify as a party to
the reorganization under Section 368(b) of the Code;
(b) RREEF Fund shareholders will recognize no income, gain or
loss upon the exchange of RREEF Fund shares for ACRE Fund shares in the
Merger;
(c) The basis of ACRE Fund shares received by each RREEF Fund
shareholder pursuant to the Merger will be the same as the basis of the
RREEF Fund shares surrendered in exchange therefor;
(d) The holding period of ACRE Fund shares received by each
RREEF Fund shareholder pursuant to the Merger will include the period
during which the shareholder held the RREEF Fund shares surrendered in
exchange therefor, provided that such common shares were held as a
capital asset at the Effective Time;
(e) RREEF Fund will recognize no income, gain or loss by
reason of the Merger;
(f) The tax basis of the assets received by ACRE Fund pursuant
to the Merger will be the same as the basis of those assets in the
hands of RREEF Fund as of the Effective Time;
(g) The holding period of the assets received by ACRE Fund
pursuant to the Merger will include the period during which such assets
were held by RREEF Fund; and
(h) ACRE Fund will succeed to and take into account the
earnings and profits, or deficit in earnings and profits, of RREEF Fund
as of the Effective Time.
9. FURTHER ASSURANCES
From time to time on and after the Effective Date, each party hereto agrees that
it will execute and deliver or cause to be executed and delivered all such
further assignments, assurances or other instruments, and shall take or cause to
be taken all such further actions, as may be necessary or desirable to complete
the Merger and the other transactions contemplated by this Agreement.
10. ENTIRE AGREEMENT
ACCP and RREEF Fund each agree that it has not made any representation,
warranty or covenant not set forth herein and that this Agreement constitutes
the entire agreement between the parties.
11. TERMINATION
This Agreement and the transactions contemplated hereby may be terminated and
abandoned by mutual consent of the parties hereto by resolution of the parties'
Boards of Directors, at any time prior to the Effective Time.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as may be
mutually agreed upon in writing by the authorized officers of RREEF Fund and
ACCP; provided, however, that following the meeting of RREEF Fund shareholders
called pursuant to Section 5.2 of this Agreement, no such amendment may have the
effect of changing the provisions for determining the number of ACRE Fund shares
to be issued to RREEF Fund's shareholders under this Agreement to the detriment
of such shareholders without their further approval.
13. NOTICES
All notices and other communications hereunder shall be given or made in writing
and shall be delivered personally, or sent by telex, telecopy, express delivery
or registered or certified mail, postage prepaid, return receipt requested, to
the party or parties to whom they are directed at the following addresses, or at
such other addresses as may be designated by notice from such party to all other
parties.
To RREEF Fund:
RREEF Real Estate Securities Advisers L.P.
875 North Michigan Avenue, 41st Floor
Chicago, Illinois 60611
Attention: Kim G. Redding
Copy to: Barry H. Braitman, Esq.
(312) 266-9300 (office number)
(312) 266-9346 (telecopy number)
To ACCP:
American Century Investments
4500 Main Street
Kansas City, Missouri 64111
Attention: Patrick A. Looby, Esq.
(816) 340-4349 (office number)
(816) 340-4964 (telecopy number)
Any notice, demand or other communication given in a manner prescribed in this
Section shall be deemed to have been delivered on receipt.
14. MISCELLANEOUS
14.1 The Article and Section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement.
14.3 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the prior written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
14.4 The validity, interpretation and effect of this Agreement shall be
governed exclusively by the laws of the State of Maryland, without giving effect
to the principles of conflict of laws thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first above written.
RREEF SECURITIES FUND, INC.
By:-------------------------------------
Name:--------------------------------
Title:-------------------------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
By:-------------------------------------
Name:--------------------------------
Title:-------------------------------
Janet A. Nash
Attorney At Law
4500 Main Street, P. O. Box 418210
Kansas City, Missouri 64141-9210
Telephone (816) 340-7480
Telecopy (816) 340-4074
April 18, 1997
American Century Capital Portfolios, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111
Ladies and Gentlemen:
As counsel to American Century Capital Portfolios, Inc., I am generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I have deemed relevant, it is my opinion that the shares of
the corporation described in its Registration Statement on Form N-14 to be filed
with the Securities and Exchange Commission on April 18, 1997, will, when
issued, be validly issued, fully paid and nonassessable.
For the record, it should be stated that I am an officer and employee
of American Century Services Corporation, an affiliated corporation of American
Century Investment Management, Inc., the investment adviser of American Century
Capital Portfolios, Inc.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/Janet A. Nash
Janet A. Nash
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form N-14 of American Century Capital Portfolios, Inc. on behalf of RREEF Real
Estate Securities Fund (a series of RREEF Securities Fund, Inc.) of our report
dated November 27, 1996 appearing in the Annual Report to shareholders of RREEF
Securities Fund for the year ended October 31, 1996. We also consent to the
reference to us under the heading "Financial Statements" appearing in the
Prospectus/Proxy Statement which is included as part of such Registration
Statement.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 18, 1997
FORM OF PROXY
RREEF Securities Fund, Inc.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF RREEF Real Estate
Securities Fund , a portfolio of RREEF Securities Fund, Inc. for use at a
meeting of shareholders to be held at American Century Tower I, Kansas City,
Missouri on June 13, 1997.
I hereby appoint -------------- and ----------, and each of them, with full
power of substitution as my proxy to vote at the meeting and at all adjournments
or postponements thereof, all shares of beneficial interest, evidencing
interests in the RREEF Real Estate Securities Fund, which I held of record on
April 25, 1997, the record date for the meeting, upon the following matters and
upon any other matter which may come before the meeting, in their discretion:
1. Proposal to approve an Agreement and Plan of Merger and the
transaction contemplated thereby, specifically the merger of the RREEF
Fund with and into the American Century Real Estate Fund, a portfolio
of American Century Capital Portfolios, Inc.
FOR AGAINST ABSTAIN
/ / / / / /
2. In their discretion, the parties are authorized to vote upon such
other business as may properly come before the meeting.
FOR AGAINST ABSTAIN
/ / / / / /
Every properly signed proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as GRANTING
authority to vote FOR Proposals 1 and 2.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: -------------------------------------------
X-------------------------------------------
Signature
X-------------------------------------------
Signature, if held jointly
Please execute and return promptly in the enclosed envelope each accompanying
proxy card which is being solicited by your Board of Directors. Please return
your proxy card even if you are planning to attend the meeting. This is
important to ensure a quorum at the meeting. Proxies may be revoked at any time
before they are exercised by submitting to a written notice of revocation or a
subsequently executed proxy or by attending the meeting and voting in person.
