As filed with the Securities and Exchange Commission on June 13, 1997
1933 Act File No. 333-25429; 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. __1__
(Check appropriate box or boxes.)
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
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(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
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(Address of Principal Executive Offices) (Zip Code)
James E. Stowers III
American Century Tower, 4500 Main Street, Kansas City, MO 64111
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(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 was filed on May 30, 1997.
================================================================================
The Real Estate Fund Prospectus/Proxy Statement dated May 21, 1997 is
incorporated herein by reference to the Registrant's filing on Form N-14 on
April 18, 1997 (Accession # 0000908186-97-000005).
<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))
PART A OF FORM N-14
The Cross Reference Sheet, along with Parts A and B of the Form N-14, are
incorporated herein by reference to the Registrant's filing on Form N-14 on
April 18, 1997 (Accession # 0000908186-97-000005).
<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 electronically as an exhibit to
Form N-14 on April 18, 1997, File No. 333-25429).
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) Management Agreement between American Century Capital
Portfolios, Inc. and American Century Investment Management,
Inc., dated May 8, 1997 (filed herein as EX-99.6a).
(b) Investment Subadvisory Agreement between American Century
Investment Management, Inc. and RREEF Real Estate Securities
Advisers L.P., dated May 8, 1997 (filed electronically as an
exhibit to Post-Effective Amendment No. 7 on Form N-1A on
March 3, 1997, File No. 33-64872).
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 electronically as an exhibit to
Form N-14 on April 18, 1997, File No. 333-25429).
12. Opinion and Consent of Dechert Price & Rhoads with respect to tax
matters (filed herein as EX-99.12).
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 electronically as an exhibit to
Form N-14 on April 18, 1997, File No. 333-25429).
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 electronically as an exhibit to Form N-14 on April
18, 1997, File No. 333-25429).
27. (a) Financial Data Schedule for American Century Value,
(EX-27.1.1).
(b) Financial Data Schedule for American Century Equity Income
(EX-27.1.2).
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 13th day of June, 1997.
American Century Capital Portfolios, Inc.
(Registrant)
By: /s/ Patrick A. Looby
Patrick A. Looby,
Vice President and Secretary
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 June 13, 1997
- ------------------------ and Director
James E. Stowers, Jr.
*James E. Stowers III President, Director June 13, 1997
- ------------------------ and Principal Executive
James E. Stowers, III Officer
*Robert T. Jackson Executive Vice President- June 13, 1997
- ------------------------ Finance and Principal
Robert T. Jackson Financial Officer
*Maryanne Roepke Treasurer and Principal June 13, 1997
- ------------------------ Accounting Officer
Maryanne Roepke
*Thomas A. Brown Director June 13, 1997
- ------------------------
Thomas A. Brown
*Robert W. Doering, M.D. Director June 13, 1997
- -------------------------
Robert W. Doering, M.D.
*D. D. (Del) Hock Director June 13, 1997
- -------------------------
D. D. (Del) Hock
*Linsley L. Lundgaard Director June 13, 1997
- -------------------------
Linsley L. Lundgaard
*Donald H. Pratt Director June 13, 1997
- --------------------------
Donald H. Pratt
*Lloyd T. Silver, Jr. Director June 13, 1997
- --------------------------
Lloyd T. Silver, Jr.
*M. Jeannine Strandjord Director June 13, 1997
- ---------------------------
M. Jeannine Strandjord
</TABLE>
*By /s/Patrick A. Looby
Patrick A. Looby
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 is incorporated herein by reference
to Exhibit 4 to Form N-14 filed on April 18, 1997.
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 Management Agreement between American Century Capital Portfolios,
Inc. and American Century Investment Management, Inc., dated May
8, 1997.
EX-99.6b Investment Subadvisory Agreement between American Century
Investment Management, Inc. and RREEF Real Estate Securities
Advisers L.P., dated May 8, 1997 incorporated herein by reference
to Exhibit 5g to Post-Effective Amendment No. 8 filed on May 21,
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 incorporated herein by reference
to Exhibit 11 to Form N-14 filed on April 18, 1997.
EX-99.12 Opinion and Consent of Dechert Price & Rhoads.
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 incorporated herein by reference
to Exhibit 4 to Form N-14 filed on April 18, 1997.
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 incorporated herein by reference to Exhibit 17 to
Form N-14 filed on April 18, 1997.
EX-27.1.1 Financial Data Schedule for American Century Value.
EX-27.1.2 Financial Data Schedule for American Century Equity Income.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 8th day of
May, 1997, by and between AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland
corporation (hereinafter called the "Corporation"), and AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called the
"Investment Manager").
IN CONSIDERATION of the mutual promises and agreements herein
contained, the parties agree as follows:
1. Investment Management Services. The Investment Manager shall
supervise the investments of the American Century Real Estate Fund ("ACRE")
series of shares of the Corporation. In such capacity, the Investment Manager
shall either directly, or through the utilization of others as contemplated by
Section 7 below, maintain a continuous investment program for ACRE, determine
what securities shall be purchased or sold by ACRE, secure and evaluate such
information as it deems proper and take whatever action is necessary of
convenient to perform its functions, including the placing of purchase and sale
orders. In performing its duties hereunder, the Investment Manager will manage
the portfolio of all classes of shares of ACRE as a single portfolio.
2. Compliance with Laws. All functions undertaken by the Investment
Manager hereunder shall at al time conform to, and be in accordance with, any
requirements imposed by: (1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Articles of Incorporation of
the Corporation as amended from time to time; (4) the Bylaws of the Corporation
as amended from time to time; (5) the Multiple Class Plan adopted by the
Corporation and dated as of September 3, 1996, as amended from time to time (the
"Multiple Class Plan"); and (6) the registration statement(s) of the
Corporation, as amended from time to time, filed under the Securities Act of
1933 and the Investment Company Act.
3. Board Supervision. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the Board of
directors of the Corporation, its executive committee, or any committee or
officers of the Corporation acting under the authority of the Board of
Directors.
4. Payment of Expenses. The Investment Manager will pay all of the
expenses of ACRE, other than interest, taxes, brokerage commissions,
extraordinary expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act (hereinafter
referred to as the "Independent Directors") (including counsel fees), and
expenses incurred in connection with the provision of shareholder services and
distribution services under the Master Distribution and Shareholder Services
Plan adopted by the Corporation and dated September 3, 1996. The Investment
Manager will provide the Corporation with all physical facilities and personnel
required to carry on the business of ACRE, including but not limited to office
space, office furniture, fixtures and equipment, office supplies, computer
hardware and software and salaried and hourly paid personnel. The Investment
Manager may at its expense employ others to provide all or any part of such
facilities and personnel.
5. Account Fees. The Corporation, by resolution of the Board of
Directors, including a majority of the Independent Directors, may from time to
time authorize the imposition of a fee as a direct charge against shareholder
accounts of ACRE, such fee to be retained by the Corporation or to be paid to
the Investment Manager to defray expenses which would otherwise be paid by the
Investment Manager in accordance with the provisions of paragraph 4 of this
Agreement. At least sixty days prior written notice of the intent to impose such
fee must be given to the shareholders of ACRE.
6. Management Fees.
(a) In consideration of the services provided by the Investment
Manager, each class of shares of ACRE shall pay to the Investment Manager a per
annum management fee (hereinafter, the "Applicable Fee") as follows:
Name of Class Applicable Fee Rate
Investor Class 1.20 %
Institutional Class 1.00 %
Advisor Class .950%
Service Class .950%
(b) On the first business day of each month, each class of shares of
ACRE shall pay the management fee at the rate specified by subparagraph (a) of
this paragraph 6 to the Investment Manager for the previous month. The fee for
the previous month shall be calculated by multiplying the Applicable Fee by the
aggregate average daily closing value of the net assets of each class during the
previous month, and further multiplying that product by a fraction, the
numerator of which shall be the number of days in the previous month, and the
denominator of which shall be 365 (366 in leap years).
(c) In the event that the Board of Directors of the Corporation shall
determine to issue any additional series or classes of shares for which it is
proposed that the Investment Manager serve as investment manager, the
Corporation and the Investment Manager may enter into an Addendum to this
Agreement setting forth the name of the series, the Applicable Fee and such
other terms and conditions as are applicable to the management of such series of
shares.
7. Subcontracts. In rendering the services to be provided pursuant to
this Agreement, the Investment Manager may, from time to time, engage or
associate itself with such persons or entities as it determines is necessary or
convenient in its sole discretion and may contract with such persons or entities
to obtain information, investment advisory and management services, or such
other services as the Investment Manager deems appropriate. Any fees,
compensation or expenses to be paid to any such person or entity shall be paid
by the Investment Manager, and no obligation to such person or entity shall be
incurred on behalf of ACRE. Any arrangement entered into pursuant to this
paragraph shall, to the extent required by law, be subject to the approval of
the Board of Directors of the Corporation, including a majority of the
Independent Directors, and the shareholders of the Corporation.
8. Continuation of Agreement. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved at least annually (a) by the Board of Directors of the
Corporation or by the vote of a majority of the outstanding voting securities of
ACRE and (b) by the vote of a majority of the directors of the Corporation, who
are not parties to the agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval.
9. Termination. This Agreement may be terminated by the Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
directors of the Corporation or by vote of a majority of the outstanding voting
securities of ACRE on 60 days' written notice to the Investment Manager.
10. Effect of Assignment. This Agreement shall automatically terminate
in the event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.
11. Other Activities. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a director, officer or
employee of the Corporation), to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
12. Standard of Care. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties hereunder
on the part of the Investment Manager, it, as an inducement to it to enter into
this Agreement, shall not be subject to liability to the Corporation or to any
shareholder of the Corporation for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
13. Separate Agreement. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series of shares
of an investment company as a separate investment company. Accordingly, the
parties hereto hereby acknowledge and agree that, to the extent deemed
appropriate and consistent with the Investment Company Act, this Agreement shall
be deemed to constitute a separate agreement between the Investment Manager and
ACRE.
14. Use of the Name "American Century". The name "American Century" and
all rights to the use of the name "American Century" are the exclusive property
of American Century Services Corporation ("ACSC"). ACSC has consented to, and
granted a non-exclusive license for, the use by the Corporation of the name
"American Century" in the name of the Corporation and any series of shares
thereof. Such consent and non-exclusive license may be revoked by ACSC in its
discretion if ACSC, the Investment Manager, or a subsidiary or affiliate of
either of them is not employed as the investment adviser of each series of
shares of the Corporation. In the event of such revocation, the Corporation and
each series of shares thereof using the name "American Century" shall cease
using the name "American Century", unless otherwise consented to by ACSC or any
successor to its interest in such name.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.
AMERICAN CENTURY CAPITAL AMERICAN CENTURY INVESTMENT
PORTFOLIOS, INC. MANAGEMENT, INC.
By:/s/James E. Stowers III By:/s/James E. Stowers III
Name: James E. Stowers III Name: James E. Stowers III
Title: President Title: President
Attest:/s/Patrick A. Looby Attest:/s/William M. Lyons
Name: Patrick A. Looby Name: William M. Lyons
Title: Secretary Title: Secretary
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, DC 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
477 Madison Avenue Ten Post Office Square * South
New York, NY 10022-5891 Boston, MA 02109-4603
(212) 326-3500 (617) 728-7100
4000 Bell Atlantic Tower 90 State House Square
1717 Arch Street Hartford, CT 06103-3702
Philadelphia, PA 19103-2793 (860) 524-3999
(215) 994-4000
Thirty North Third Street 65 Avenue Louise
Harrisburg, PA 17101-1603 1050 Brussels, Belgium
(717) 237-2000 (32-2) 535-5411
Princeton Pike Corporate Center Titmuss Sainer Dechert
P.O. Box 5218 2 Serjeants' Inn
Princeton, NJ 08543-5218 London EC4Y ILT, England
(609) 520-3200 (44-171) 583-5353
151, Boulevard Haussmann
75008 Paris, France
(33-1) 53 83 84 70
June 13, 1997
Board of Directors
American Century Capital Portfolios, Inc.
4500 Main Street
Kansas City, Missouri 64141-6200
Board of Directors
RREEF Securities Fund, Inc.
101 California Street
San Francisco, California 94111-5853
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to RREEF Real Estate Securities Fund (the "Fund"), a portfolio of
RREEF Securities Fund, Inc., to American Century Real Estate Fund ("Acquiring"),
a portfolio of American Century Capital Portfolios, Inc., and to the holders of
the shares of common stock of the Fund, in connection with the proposed merger
of the Fund into Acquiring, in exchange solely for voting shares of common stock
of Acquiring ("Acquiring Shares") pursuant to the Agreement and Plan of Merger
(the "Agreement") to be executed by the Fund and Acquiring and included as an
exhibit to Form N-14.
For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Form N-14, dated May 21, 1997, and filed by Acquiring on said
date with the Securities and Exchange Commission, (3) letters of representation
furnished to us by Fund and Acquiring, and (4) such other documents and
instruments as we have deemed necessary or appropriate for purposes of rendering
this opinion. We assume that the transaction will constitute a valid and
effective merger pursuant to provisions of the Maryland General Corporation Law
and we have
Board of Directors
American Century Capital Portfolios, Inc.
Board of Directors
RREEF Securities Fund, Inc.
June 13, 1997
Page 2
not been requested to, nor have we, independently verified whether the
transaction so qualifies. We further assume that the transaction that is the
subject of this letter will be carried out in accordance with the terms of the
Agreement and as described in the documents we have examined. This opinion is
based upon the Internal Revenue Code of 1986, as amended (the "Code"), United
States Treasury regulations, judicial decisions, and administrative rulings and
pronouncements of the Internal Revenue Service, all as in effect on the date
hereof.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The merger of Fund into Acquiring of in exchange solely for
Acquiring Shares constitutes a reorganization within the meaning of Section
368(a)(1)(F) of the Code. The Fund and Acquiring will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of the liabilities of the Fund.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring's holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
Board of Directors
American Century Capital Portfolios, Inc.
Board of Directors
RREEF Securities Fund, Inc.
June 13, 1997
Page 3
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of the transaction.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations made to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
Dechert Price and Rhoads
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY MUTUTAL FUNDS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATE). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
<NUMBER> 1
<NAME> AMERICAN CENTURY VALUE FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997 <F1>
<INVESTMENTS-AT-COST> 1,744,112,728
<INVESTMENTS-AT-VALUE> 1,790,244,014
<RECEIVABLES> 33,145,231
<ASSETS-OTHER> 3,824,081
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,827,213,326
<PAYABLE-FOR-SECURITIES> 45,145,976
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,235,234
<TOTAL-LIABILITIES> 54,381,210
<SENIOR-EQUITY> 2,695,697
<PAID-IN-CAPITAL-COMMON> 1,633,285,097
<SHARES-COMMON-STOCK> 269,569,743
<SHARES-COMMON-PRIOR> 139,608,208
<ACCUMULATED-NII-CURRENT> (356,054)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 91,074,081
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 46,133,295
<NET-ASSETS> 1,772,832,116
<DIVIDEND-INCOME> 34,406,618
<INTEREST-INCOME> 3,046,989
<OTHER-INCOME> 0
<EXPENSES-NET> 13,130,702
<NET-INVESTMENT-INCOME> 24,322,905
<REALIZED-GAINS-CURRENT> 168,588,907
<APPREC-INCREASE-CURRENT> (11,017,267)
<NET-CHANGE-FROM-OPS> 181,894,545
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 24,488,698
<DISTRIBUTIONS-OF-GAINS> 125,828,066
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 200,703,403
<NUMBER-OF-SHARES-REDEEMED> 93,558,359
<SHARES-REINVESTED> 22,816,491
<NET-CHANGE-IN-ASSETS> 890,946,876
<ACCUMULATED-NII-PRIOR> 44,482
<ACCUMULATED-GAINS-PRIOR> 48,078,497
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,047,153
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,130,702
<AVERAGE-NET-ASSETS> 1,307,953,437
<PER-SHARE-NAV-BEGIN> 6.32<F2>
<PER-SHARE-NII> 0.12<F2>
<PER-SHARE-GAIN-APPREC> 0.87<F2>
<PER-SHARE-DIVIDEND> 0.12<F2>
<PER-SHARE-DISTRIBUTIONS> 0.61<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.58<F2>
<EXPENSE-RATIO> 1.00<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY MUTUTAL FUNDS, INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATE). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> AMERICAN CENTURY EQUITY INCOME FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997 <F1>
<INVESTMENTS-AT-COST> 186,774,901
<INVESTMENTS-AT-VALUE> 189,258,528
<RECEIVABLES> 13,581,605
<ASSETS-OTHER> 454,103
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 203,294,236
<PAYABLE-FOR-SECURITIES> 2,813,809
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,073,734
<TOTAL-LIABILITIES> 3,887,543
<SENIOR-EQUITY> 315,883
<PAID-IN-CAPITAL-COMMON> 184,165,621
<SHARES-COMMON-STOCK> 31,588,347
<SHARES-COMMON-PRIOR> 19,143,127
<ACCUMULATED-NII-CURRENT> (68,274)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 12,509,837
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,483,626
<NET-ASSETS> 199,406,693
<DIVIDEND-INCOME> 5,343,135
<INTEREST-INCOME> 1,710,627
<OTHER-INCOME> 0
<EXPENSES-NET> 1,581,447
<NET-INVESTMENT-INCOME> 5,472,315
<REALIZED-GAINS-CURRENT> 22,013,078
<APPREC-INCREASE-CURRENT> (4,196,802)
<NET-CHANGE-FROM-OPS> 23,288,591
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,500,868
<DISTRIBUTIONS-OF-GAINS> 14,539,539
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 24,434,026
<NUMBER-OF-SHARES-REDEEMED> 15,045,815
<SHARES-REINVESTED> 3,057,009
<NET-CHANGE-IN-ASSETS> 82,714,335
<ACCUMULATED-NII-PRIOR> 22,485
<ACCUMULATED-GAINS-PRIOR> 4,974,092
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,579,957
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,581,447
<AVERAGE-NET-ASSETS> 158,249,137
<PER-SHARE-NAV-BEGIN> 6.10<F2>
<PER-SHARE-NII> 0.22<F2>
<PER-SHARE-GAIN-APPREC> 0.75<F2>
<PER-SHARE-DIVIDEND> 0.21<F2>
<PER-SHARE-DISTRIBUTIONS> 0.55<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.31<F2>
<EXPENSE-RATIO> 1.00<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
</TABLE>
