SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant __X__
Filed by a Party other than the Registrant _____
Check the appropriate box:
__X__ Preliminary Proxy Statement
_____ Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
_____ Definitive Proxy Statement
_____ Definitive Additional materials
_____ Soliciting Material Pursuant to ss.240.14a-l l(c) or ss.240.14a-12
- --------------------------------------------------------------------------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
__X__ No fee required.
_____ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
_____ Fee paid previously with preliminary materials.
<PAGE>
Proxy
Statement
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
OCTOBER 27, 1999
IMPORTANT VOTING INFORMATION INSIDE!
TABLE OF CONTENTS
LETTER FROM THE PRESIDENT
PROXY STATEMENT SUMMARY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DETAILED DISCUSSION OF PROXY ISSUES
SHARE
OWNERSHIP
PROPOSAL 1: APPROVAL OF NEW SUBADVISORY AGREEMENT
WITH J.P. MORGAN INVESTMENT MANAGEMENT INC.
PROPOSAL 2: APPROVAL OF AMENDMENT TO MANAGEMENT AGREEMENT WITH AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC.
OTHER
MATTERS
APPENDIX I: PROPOSED NEW SUBADVISORY AGREEMENT
APPENDIX II: PROPOSED AMENDMENT TO MANAGEMENT AGREEMENT
LETTER FROM THE PRESIDENT
American Century Investment Management, Inc.
4500 Main Street
Kansas City, Missouri 64111
October 27, 1999
Dear American Century Shareholder,
I am writing to inform you of the upcoming Special Meeting of the
shareholders of the American Century Real Estate Fund. At this meeting, you are
being asked to vote on important proposals affecting your fund. The Board of
Directors of your fund unanimously believes that these proposals are in the
fund's and your best interest.
I'm sure that you, like most people, lead a busy life and are tempted
to put this proxy aside for another day. Please don't. When shareholders do not
return their proxies, additional expenses are incurred to pay for follow-up
mailings and telephone calls. PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY
STATEMENT AND SIGN AND RETURN THE PROXY CARD TODAY.
The Board of Directors of your fund has unanimously approved these
proposals and recommends a vote "FOR" each proposal. If you have any questions
regarding the issues to be voted on or need assistance in completing your proxy
card, please contact us at 1-800-345-2021 or 816-531-5575 weekdays from 7 a.m.
to 7 p.m. Central time.
I appreciate you taking the time to consider these important proposals.
Thank you for investing with American Century and for your continuing support.
Sincerely,
/*/Robert C. Puff Jr.
Robert C. Puff Jr.
President
PROXY STATEMENT SUMMARY
The following Q&A is a brief summary of the proposals to be considered
at the Special Meeting. The information below is qualified in its entirety by
the more detailed information contained elsewhere in this proxy statement.
Accordingly, please read all the enclosed proxy materials before voting.
WHEN WILL THE SPECIAL MEETING BE HELD? WHO IS ELIGIBLE TO VOTE?
The meeting will be held on Friday, December 17, 1999, at 10 a.m.
Central time at American Century's offices at 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 the close of
business on October 22, 1999. Only shareholders who own shares at that time are
entitled to vote at the meeting.
WHY IS THE FUND HAVING A SPECIAL MEETING?
Because the existing subadvisor for the Fund, RREEF America L.L.C., has
indicated its intent to resign as Subadvisor effective December 31, 1999, the
Board of Directors has approved J.P. Morgan Investment Management Inc. ("JPMIM")
as the new subadvisor for the fund. In addition, the Advisor has proposed, and
the Board of Directors has approved, a reduction in the fund's management fee
schedule. Therefore, it is necessary to have a meeting of shareholders to
approve a new Subadvisory Agreement with JPMIM and an amendment to the
Management Agreement.
HOW DO THE DIRECTORS RECOMMEND THAT I VOTE ON THESE PROPOSALS?
The Directors unanimously recommend that you vote "FOR" the proposals.
WHAT CHANGES ARE BEING PROPOSED TO THE SUBADVISORY AGREEMENT?
Other than substituting JPMIM as the subadvisor, the proposed New
Subadvisory Agreement has no material differences from the Old Subadvisory
Agreement. The proposed New Subadvisory Agreement does not change the services
to be provided to the fund.
A full discussion of the proposal to approve the New Subadvisory
Agreement begins on page __.
WHAT CHANGES ARE BEING PROPOSED TO THE MANAGEMENT AGREEMENT?
American Century has proposed, and the Board of Directors has approved,
a breakpoint in the management fee. The fee will remain the same for the first
$100 million in assets but will be lowered by 0.05% for all assets above $100
million. There are no other changes to the Management Agreement.
A full discussion of the proposal to amend the Management Agreement
begins on page __.
WHEN WILL THE NEW SUBADVISORY AGREEMENT AND THE AMENDMENT TO THE MANAGEMENT
AGREEMENT TAKE EFFECT IF THEY ARE APPROVED?
If approved, the proposed New Subadvisory Agreement and the Amendment
to the Management Agreement both will be effective on January 1, 2000.
WHO IS ASKING FOR MY VOTE?
Your Board of Directors is asking you to sign and return the enclosed
proxy so your votes can be cast at the Special Meeting. In the event the meeting
is adjourned, these proxies also would be voted at the reconvened meeting.
HOW DO I VOTE MY SHARES?
We've made it easy for you. You can vote online, by mail or by fax. To
vote online, just visit http://vote.proxy-direct.com (you will need the control
number that appears on your proxy card). To vote by mail, sign and send us the
enclosed proxy voting card in the envelope provided. To vote by fax, sign the
proxy voting card and fax both sides of the card to 1-888-796-9932. Or, you can
vote in person at the Special Meeting on December 17, 1999.
IF I SEND MY PROXY IN NOW, CAN I CHANGE MY VOTE LATER?
A proxy can be revoked at any time by writing to us, by sending us
another proxy, or by attending the meeting and voting in person. Even if you
plan to attend the meeting and vote in person, we ask that you return the
enclosed proxy. Doing so will help us ensure that an adequate number of shares
are present at the meeting.
If you have any questions regarding the proxy statement or need
assistance in voting your shares, please call us at 1-800-345-2021 or
816-531-5575 weekdays from 7 a.m. to 7 p.m. Central time.
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17, 1999
American Century Investments
4500 Main Street
P. O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021
816-531-5575
NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of the
American Century Real Estate Fund (the "fund"), a series of American Century
Capital Portfolios, Inc., a Maryland corporation (the "Company"), will be held
at the Company's offices at 4500 Main Street, Kansas City, Missouri, on Friday,
December 17, 1999, at 10 a.m.
Central time, for the following purposes:
1. To approve a New Subadvisory Agreement with J.P. Morgan
Investment Management Inc.;
2. To approve an amendment to the Management Agreement with
American Century Investment Management, Inc. to reduce the
management fee schedule; and
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
This is a Notice and Proxy Statement for the fund. Please complete,
sign and return the enclosed proxy.
Shareholders of record as of the close of business on October 22, 1999,
are the only persons entitled to notice of and to vote at the meeting and any
adjournments thereof. Your attention is directed to the attached Proxy
Statement.
We urge you to mark, sign, date and mail the enclosed proxy in the
postage-paid envelope provided so you will be represented at the meeting.
The Board of Directors of the Company unanimously recommends that you
cast your vote "FOR" the proposals.
October 27, 1999 BY ORDER OF THE BOARD OF DIRECTORS
Charles A. Etherington
Vice President
DETAILED DISCUSSION
OF PROXY ISSUES
October 27, 1999
The enclosed proxy is solicited by the Board of Directors of American
Century Capital Portfolios, Inc. in connection with a Special Meeting of
shareholders of the American Century Real Estate Fund to be held on Friday,
December 17, 1999, at American Century's offices at 4500 Main Street, Kansas
City, Missouri, at 10 a.m. Central time, and any adjournments thereof. In this
proxy statement, the investment company will be referred to as the "Company."
The series of capital stock of the Company for which the special meeting is
called, the American Century Real Estate Fund, will be referred to as the
"fund."
The costs of soliciting proxies, including the cost of preparing and
mailing the notice of meeting and this proxy statement, will be paid by American
Century Investment Management, Inc., the fund's manager. This notice of meeting
and proxy statement are first being mailed to shareholders around October 27,
1999. Supplemental solicitations for the meeting may be made by or on behalf of
American Century Investment Management, Inc. (referred to in the Proxy Statement
as "ACIM"), the investment manager of the fund.
VOTING OF PROXY. If you vote your proxy now, you may revoke it before
the meeting by mailing written notice of revocation to the Secretary of the
Company before the meeting, or personally delivering your revocation to the
Secretary any time prior to the taking of the vote at the meeting. Unless
revoked, proxies that have been returned by shareholders without instructions
will be voted in favor of all proposals. In instances where choices are
specified on the proxy, those proxies will be voted as the shareholder has
instructed.
The fund is divided into three classes. All classes of shares of the
fund have identical voting rights, except where a proposal affects only one
class, only that class gets to vote on it. Only the second proposal, the
proposed amendment to the Management Agreement, will be voted upon separately by
class. The number of outstanding votes of each class of the fund, as of the
close of business on October 1, 1999, is: Investor class, ___________ votes,
Advisor class, ____________ votes and Institutional class, ______________ votes.
Since the record date is October 22, the total number of votes by class at the
meeting will be different.
Only those shareholders owning shares as of the close of business on
October 22, 1999 may vote at the meeting or any adjournments thereof. Each share
of the fund gets one vote for each dollar of the fund's net asset value the
share represents. If we do not receive enough "for" votes by December 17, 1999,
to approve the proposals being considered at the meeting, the named proxies may
propose adjourning the meeting to allow the gathering of more proxy votes. An
adjournment requires a vote "for" by a majority of the votes present at the
meeting (whether in person or by proxy). The named proxies will vote the "for"
votes they have received in favor of the adjournment, and any "against" or
"abstain" votes will count as votes against adjournment.
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 as "present" for
purposes of determining whether or not a quorum is present for purposes of the
meeting. Abstentions and broker non-votes will, however, be considered to be
votes against the proposals.
INVESTMENT MANAGER. American Century Investment Management, Inc. is the
fund's investment manager. American Century Services Corporation provides the
fund with transfer agency services. Both companies are wholly-owned subsidiaries
of American Century Companies, Inc. The mailing address for American Century and
the fund is P.O. Box 419200, Kansas City, Missouri 64141-6200.
INVESTMENT SUBADVISOR. RREEF is the fund's current subadvisor. The
mailing address of RREEF is 875 N. Michigan Avenue, 41st Floor, Chicago,
Illinois 60611. JPMIM will be the fund's Subadvisor if the shareholders approve
the new subadvisory agreement. The mailing address of JPMIM is 522 Fifth Avenue,
New York, New York 10036.
ANNUAL REPORT. The fund will furnish, without charge, a copy of its
most recent annual report and semiannual report upon request. To request these
materials, please call American Century at 1-800-345-2021 or 816-531-5575.
SHARE OWNERSHIP
The following table sets forth, as of the close of business on October
1, 1999, the share ownership of those shareholders known by ACIM to own more
than 5% of the fund's outstanding shares.
Percent of
Title of Outstanding
Class Name of Record Owner Shares Owned Shares
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[To Come]
As of October 1, 1999, the officers and directors of the fund, as a
group, own less than 1% of the fund's outstanding shares.
PROPOSAL 1:
APPROVAL OF NEW
SUBADVISORY AGREEMENT WITH
J.P. MORGAN INVESTMENT MANAGEMENT INC.
RREEF America L.L.C. ("RREEF") has served as the investment subadvisor
to the fund since January 27, 1998 pursuant to an investment subadvisory
agreement between ACIM and RREEF (the "Old Subadvisory Agreement"). RREEF is a
California limited partnership. RREEF and its predecessor entity, RREEF Real
Estate Securities Advisers, L.P. ("RESA") served as the fund's investment
subadvisor since the fund's inception on June 13, 1997, the date the fund merged
with the RREEF Real Estate Securities Fund. RESA served as the investment
advisor to the RREEF Real Estate Securities Fund from September 21, 1995, its
inception date, until its merger with the fund.
The Old Subadvisory Agreement provided that RREEF would make investment
decisions for the fund. Such decisions would be made in accordance with the
fund's investment objectives, policies, restrictions and whatever additional
written guidelines it received from ACIM from time to time. In providing those
services, RREEF would supervise the fund's investments and conduct a continual
program of investment evaluation and, if appropriate, sale and reinvestment of
the fund's assets. All investments made by RREEF were subject to approval or
ratification by ACIM. For such services, ACIM paid RREEF a monthly fee on the
first business day of each month at an annual rate computed at 0.425% of the
fund's average daily net assets. For the fiscal year ended March 31, 1999, ACIM
paid $601,301.26 to RREEF for its services under the Old Subadvisory Agreement.
The Old Subadvisory Agreement also provided, in accordance with the
Investment Company Act of 1940, as amended (the "Investment Company Act"), that
it would terminate automatically in the event of its assignment. In addition,
the Old Subadvisory Agreement may be terminated by the fund at any time without
payment of any penalty on 60 days' written notice by ACIM, by a majority of
Directors of the fund in office at the time, or by vote of a majority of the
fund's outstanding votes. The Old Subadvisory Agreement was last approved by
shareholders of the fund on March 20, 1998.
On September 17, 1999, the Company and ACIM received a letter from
RREEF, which stated RREEF's intention to resign as the Fund's subadvisor
effective as of the close of business on December 31, 1999. The resignation is
subject to certain conditions, including the approval by shareholders sought at
the Special Meeting. In connection with the tendered resignation, RREEF noted
that the proposed new subadvisor, J.P. Morgan Investment Management Inc.
("JPMIM"), has substantial experience in managing portfolios of real estate
securities, and that JPMIM's parent company is a significant minority owner of
ACIM. RREEF has determined that its own long-term interests would be best served
by resigning as subadviser to the Fund and initiating a new mutual fund with
similar objectives, and that its resignation would not be inconsistent with the
best interests of the Fund's shareholders. RREEF and JPMIM have entered into an
agreement providing for RREEF to transfer to JPMIM the portion of its books and
records related to the management of the fund in exchange for a cash payment
from JPMIM.
The fund's Board of Directors accepted RREEF's resignation at a meeting
on September 23, 1999, and approved a new subadvisory agreement (the "New
Subadvisory Agreement") with JPMIM. If the New Subadvisory Agreement is approved
by shareholders, JPMIM will begin subadvising the fund on January 1, 2000.
The terms of the New Subadvisory Agreement between the fund, JPMIM and
ACIM are substantively the same as the terms of the Old Subadvisory Agreement.
There are no material differences between the Old Subadvisory Agreement and the
New Subadvisory Agreement. Under the New Subadvisory Agreement, JPMIM will
supervise the fund's investments and conduct a continual program of investment
evaluation and, if appropriate, sell and reinvest the fund's assets, on the same
terms and conditions as RREEF did under the Old Subadvisory Agreement. The
monthly fee payable by ACIM to JPMIM for such services will be at an annual rate
computed at 0.425% of the fund's average daily net assets, the same fee paid
under the Old Subadvisory Agreement. Actual fees paid to RREEF under the Old
Subadvisory Agreement for the last fiscal year are set forth above. Such fees
would have been the same had the New Subadvisory Agreement been in effect. The
New Subadvisory Agreement appears as Appendix I to this Proxy Statement.
The Investment Company Act generally requires that (i) a majority of
the noninterested members of the Board of Directors of the fund approve the New
Subadvisory Agreement and (ii) shareholders approve the New Subadvisory
Agreement. After receiving RREEF's resignation letter and in accordance with the
Investment Company Act, the Board of Directors of the fund met on September 23,
1999 to consider the New Subadvisory Agreement and to evaluate whether the terms
of the New Subadvisory Agreement were in the best interests of the fund and its
shareholders. At the meeting, JPMIM represented that it would provide investment
subadvisory services in a manner consistent with its fiduciary duty to the fund.
In coming to the decision to approve the New Subadvisory Agreement, the Board
considered a number of factors, including the relative performance of RREEF and
JPMIM, the history of asset growth of the fund and the additional distribution
possibilities with JPMIM as the manager, and the investment styles of RREEF and
JPMIM. After reviewing and discussing these factors, the Board of Directors,
including the noninterested Directors, unanimously approved the proposed New
Subadvisory Agreement.
Approval of the New Subadvisory Agreement requires the affirmative vote
of (i) 67% or more of the votes of the fund present at the meeting, so long as
the holders of more than 50% of the fund's outstanding votes are present or
represented by proxy; or (ii) more than 50% of the outstanding votes of the
fund, whichever is less.
THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE NEW SUBADVISORY AGREEMENT.
ADDITIONAL INFORMATION REGARDING JPMIM
JPMIM is a wholly-owned subsidiary of J.P. Morgan & Co. Incorporated, a
Delaware corporation. JPMIM manages employee benefit funds of corporations,
labor unions and state and local governments and other private institutional
accounts. It manages one mutual fund with a similar investment objective, the
WRL J.P. Morgan Real Estate Securities Portfolio, with assets of approximately
______________ as of October 1, 1999. JPMIM receives a fee of ______ of net
assets for its subadvisory services to this portfolio.
The directors and principal executive officers of JPMIM and their
principal occupations are listed below.
Name* Position with JPMIM and Principal Occupation
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Keith M. Schappert President, Chairman, Director and Managing Director**
Jeff M. Garrity Director and Managing Director**
Isabel H. Sloane Director and Managing Director**
Kenneth W. Anderson Director and Managing Director**
Gilbert Van Hassel Director and Managing Director**
Hendrik Van Riel Director and Managing Director**
28 King Street
London, England SW1Y 6XA
John W. Schmidlin Director and Managing Director**
* Unless otherwise noted, the address for each is 522 Fifth Avenue, New
York, NY 10036.
** Managing Director is an officer's title, and those who hold it are not
necessarily directors of JPMIM.
PROPOSAL 2:
APPROVAL OF AMENDMENT TO
MANAGEMENT AGREEMENT WITH
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
ACIM has served as the investment manager to the fund since its
inception on June 13, 1997. The proposed amendment would lower the management
fee schedule for each class of the fund. No other changes are being proposed.
The current Management Agreement was last approved by shareholders of the fund
on July 30, 1997. The Amendment to the Management Agreement appears as Appendix
II to this Proxy Statement.
The current management fee is 1.20% for Investor Class, 1.00% for
Institutional Class and 0.95% for Advisor Class. At the Board of Directors
meeting on September 23, 1999, the Board approved the Advisor's proposal to add
a breakpoint to the management fee charged for each class of the fund. The new
fee schedule would be as follows:
Investor Class 1.20% first $100 million
1.15% over $100 million
Institutional Class 1.00% first $100 million
.95% over $100 million
Advisor Class 0.95% first $100 million
0.90% over $100 million
As of October 1, 1999, the Investor Class assets are $_____________,
the Institutional class assets are $_______________ and the Advisor class assets
are $______________.
Approval of the Amendment to the Management Agreement requires the
affirmative vote of (i) 67% or more of the votes of each class of the fund
present at the meeting, so long as the holders of more than 50% of each class's
outstanding votes are present or represented by proxy, or (ii) more than 50% of
the outstanding votes of each class of the fund, whichever is less.
THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT TO THE MANAGEMENT AGREEMENT.
ADDITIONAL INFORMATION REGARDING ACIM
ACIM is a wholly-owned subsidiary of American Century Companies, Inc.
("ACC"), a financial services firm headquartered in Kansas City, Missouri. ACC's
principal offices are located at 4500 Main Street, Kansas City, Missouri 64111.
James E. Stowers, Jr., James E. Stowers III and William M. Lyons, President and
Chief Operating Officer of ACC, constitute the Board of Directors of ACIM. Mr.
Stowers, Jr., Chairman of the Board of the Company and ACC, controls ACC by
virtue of his control of a voting majority of its stock. Messrs. Stowers, Jr.
and Stowers III are also directors of the fund.
The aggregate amount of the fee paid by the Fund to ACIM for the fiscal
year ended March 31, 1999 was $1,700,814.90. If the proposed fee schedule had
been in place, that amount would have been _______________.
OTHER MATTERS
OTHER BUSINESS TO BE BROUGHT BEFORE THE MEETING.
The Board of Directors knows of no other business to be brought before
the meeting. However, if any other matters are properly brought 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.
SUBMISSION OF SHAREHOLDER PROPOSALS.
The fund does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to Charles A.
Etherington, Vice President, American Century Investments, P.O. Box 419200,
Kansas City, Missouri 64141-6200
NOTICE TO BANKS, BROKER-DEALERS, AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise the fund, in care of American Century Investments, P.O.
Box 419200, Kansas City, Missouri 64141-6200, whether other people are
beneficial owners of shares for which proxies are being solicited and, if so,
the number of copies of the proxy statement you wish to receive in order to
supply copies to the beneficial owners of the respective shares.
October 27, 1999 Charles A. Etherington
Vice President
APPENDIX I
PROPOSED NEW SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT
THIS INVESTMENT SUBADVISORY AGREEMENT ("Agreement") is made as of the
1st day of January, 2000, by and among AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
("ACCP"), a Maryland corporation acting on behalf of American Century Real
Estate Fund (the "ACRE Fund"), a series of shares of ACCP, AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC. ("ACIM"), a Delaware corporation, and J.P. MORGAN
INVESTMENT MANAGEMENT INC. (the "Subadvisor"), a Delaware corporation.
WITNESSETH:
WHEREAS, ACCP is an open-end management investment company registered
with the Securities and Exchange Commission under the Investment Company Act of
1940, as amended; and
WHEREAS, ACIM and the Subadvisor are both investment advisors
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended; and
WHEREAS, ACCP has engaged ACIM to serve as the investment manager for
the ACRE Fund pursuant to a Management Agreement dated May 8, 1997; and
WHEREAS, ACCP and ACIM desire to engage the Subadvisor as a subadvisor
for the ACRE Fund, and the Subadvisor desires to accept such engagement; and
WHEREAS, the Boards of Directors of ACCP, ACIM and the Subadvisor have
determined that it is advisable to enter into this Agreement.
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. INVESTMENT DESCRIPTION - APPOINTMENT. ACCP hereby appoints the
Subadvisor to provide certain advisory services to the ACRE Fund in accordance
with the ACRE Fund's Prospectus and Statement of Additional Information as in
effect and as amended from time to time, in such manner and to such extent as
may be approved by the Board of Directors of ACCP. ACCP agrees to provide the
Subadvisor copies of all amendments to the ACRE Fund's Prospectus and Statement
of Additional Information on an ongoing basis. In consideration for the
compensation set forth below, the Subadvisor accepts the appointment and agrees
to furnish the services described herein.
2. SERVICES AS INVESTMENT SUBADVISOR.
(a) Subject to the general supervision of the Board of Directors of
ACCP, and of ACIM, the Subadvisor will (i) act in conformity with the ACRE
Fund's Prospectus and Statement of Additional Information, the Investment
Company Act of 1940, the Investment Advisers Act of 1940, the Internal Revenue
Code and all other applicable federal and state laws and regulations, as the
same may from time to time be amended; (ii) make investment decisions for the
ACRE Fund in accordance with the ACRE Fund's investment objective and policies
as stated in the ACRE Fund's Prospectus and Statement of Additional Information
and with such written guidelines as ACIM may from time to time provide to the
Subadvisor; (iii) place purchase and sale orders on behalf of the ACRE Fund; and
(iv) maintain books and records with respect to the securities transactions of
the ACRE Fund and furnish ACCP's Board of Directors such periodic, regular and
special reports as the Board may request.
(b) In providing those services, the Subadvisor will supervise the ACRE
Fund's investments and conduct a continual program of investment, evaluation
and, if appropriate, sale and reinvestment of the ACRE Fund's assets. In
addition, the Subadvisor will furnish ACCP or ACIM whatever information,
including statistical data, ACCP or ACIM may reasonably request with respect to
the instruments that the ACRE Fund may hold or contemplate purchasing.
(c) The Subadvisor will at all times comply with the policies adopted
by ACCP's Board of Directors of which it has received written notice. If the
Subadvisor believes that a change in any of such policies shall be advisable, it
shall recommend such change to ACIM and the Board of Directors of ACCP. Any
change to any such policies whether suggested by the Subadvisor or not shall be
approved by ACCP's Board of Directors prior to the implementation of such
change, and Subadvisor will be given reasonable notice of the anticipated
change.
3. BROKERAGE.
(a) In executing transactions for the ACRE Fund and selecting brokers
or dealers, the Subadvisor will seek to obtain the best net price and execution
available and shall execute or direct the execution of all such transactions as
permitted by law and in a manner that is consistent with its fiduciary
obligations to the ACRE Fund and its other clients. In assessing the best net
price and execution available for any ACRE Fund transaction, the Subadvisor will
consider all factors it deems relevant including, but not limited to, breadth of
the market in the security, the price of the security, the financial condition
and execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. Consistent
with this obligation, when the execution and net price offered by two or more
brokers or dealers are comparable, the Subadvisor may, at its discretion,
execute transactions with brokers and dealers who provide the ACRE Fund and/or
other accounts over which the Subadvisor exercises investment discretion with
research advice and other services, but in all instances best net price and
execution shall control. The Subadvisor is authorized to place purchase and sale
orders for the ACRE Fund with brokers and/or dealers subject to the supervision
of ACIM and the Board of Directors of ACCP and in accordance with the
limitations set forth in the registration statement for the ACRE Fund shares
then in effect.
(b) On occasions when the Subadvisor deems the purchase or sale of a
security to be in the best interest of the ACRE Fund as well as one or more of
its other clients, the Subadvisor may to the extent permitted by applicable law,
but shall not be obligated to, aggregate the securities to be sold or purchased
with those of its other clients. In such event, allocation of the securities so
purchased or sold will be made by the Subadvisor in a manner it considers to be
equitable and consistent with its fiduciary obligations to ACCP and to such
other clients. ACCP recognizes that, in some cases, this procedure may limit the
size of the position that may be acquired or sold for the ACRE Fund.
4. INFORMATION PROVIDED TO ACCP.
(a) The Subadvisor will keep ACCP and ACIM informed of developments
materially affecting the ACRE Fund and will take initiative to furnish ACCP and
ACIM on at least quarterly basis with whatever information the Subadvisor and
ACIM believe is appropriate for this purpose. Such regular quarterly reports
shall include information reasonably requested by ACCP's Board of Directors from
time to time.
(b) The Subadvisor will provide ACCP and ACIM with such investment
records, ledgers, accounting and statistical data, and other information as ACCP
and ACIM require for the preparation of registration statements, periodic and
other reports and other documents required by federal and state laws and
regulations, and particularly as may be required for the periodic review,
renewal, amendment or termination of this Agreement, and such additional
documents and information as ACCP and ACIM may reasonably request for the
management of their affairs. The Subadvisor understands that the ACRE Fund and
ACIM will rely on such information in the preparation of ACCP's registration
statement, the ACRE Fund's financial statements, and any such reports, and
hereby covenants that any such information derived from the investment records,
ledgers and accounting records maintained by the Subadvisor shall be true and
complete in all material respects.
(c) At the request of the Board of Directors, a representative of the
Subadvisor shall attend meetings of the Board of Directors to make a
presentation on the ACRE Fund's performance and such other matters as the Board
of Directors, the Subadvisor and ACIM believe is appropriate.
(d) The Subadvisor shall furnish to regulatory authorities any
information or reports in connection with such services as may be lawfully
requested. The Subadvisor shall also, at ACCP's request, certify to ACCP's
independent auditors that sales or purchases aggregated with those of other
clients of the Subadvisor, as described in Section 3 above, were allocated in a
manner it considers to be equitable.
(e) In compliance with the requirements of the Investment Company Act,
the Subadvisor hereby agrees that all records that it maintains for the ACRE
Fund are the property of ACCP and further agrees to surrender to ACCP promptly
upon ACCP's request any of such records. In addition, the Subadvisor agrees to
cooperate with ACCP and ACIM when either of them is being examined by any
regulatory authorities, and specifically agrees to promptly comply with any
request by such authorities to provide information or records. The Subadvisor
further agrees to preserve for the periods of time prescribed by the Investment
Company Act of 1940 and the Investment Advisers Act of 1940 the records required
to be maintained thereunder.
(f) The Subadvisor will vote the ACRE Fund's investment securities in
the manner in which the Subadvisor believes to be in the best interests of the
ACRE Fund, and shall review its proxy voting activities on a periodic basis with
the Board of Directors.
5. FUTURES AND OPTIONS. The Subadvisor's investment authority shall
include the authority to purchase, sell, cover open positions, and generally to
deal in financial futures contracts and options thereon. The Subadvisor will (a)
open and maintain brokerage accounts for financial futures and options (such
accounts hereinafter referred to as "Brokerage Accounts") on behalf of and in
the name of the ACRE Fund, and (b) execute, for and on behalf of the Brokerage
Accounts, standard customer agreements with a broker or brokers. The Subadvisor
may, using such of the securities and other property in the Brokerage Accounts
as the Subadvisor deems necessary or desirable, direct the custodian to deposit
on behalf of the ACRE Fund, original and maintenance brokerage deposits and
other direct payments of cash, cash equivalents, and securities and other
property into such Brokerage Accounts and to such brokers as the Subadvisor
deems appropriate. The ACRE Fund represents and warrants that it is a "qualified
eligible client" within the meaning of the CFTC Regulations Section 4.7 and, as
such, consents to treat the ACRE Fund in accordance with the exemption contained
in CFTC Regulations Section 4.7(b).
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION
("CFTC") IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC
DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE
ADEQUACY OR ACCURACY OF THE COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY,
THE CFTC HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS DOCUMENT.
6. CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential all information provided by a party to the others
regarding such party's business and operations, including without limitation the
investment activities, holdings, or identities of shareholders of the ACRE Fund.
All confidential information provided by a party hereto shall be used by any
other parties hereto solely for the purposes of rendering services pursuant to
this Agreement and, except as may be required in carrying out the terms of this
Agreement, shall not be disclosed to any third party without the prior consent
of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or which thereafter becomes
publicly available other than in contravention of this paragraph. The foregoing
also shall not apply to any information which is required to be disclosed by any
regulatory authority in the lawful and appropriate exercise of its jurisdiction
over a party, by any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable law or regulation; provided,
however, that the disclosing party shall provide reasonable notice to the other
parties hereto prior to any such disclosure.
7. LIABILITY AND INDEMNIFICATION.
(a) The Subadvisor shall be responsible for the exercise of reasonable
care in carrying out its responsibilities hereunder; provided, however, that no
provision of this Agreement be construed to protect any trustee, director,
officer, agent or employee of the Subadvisor or an affiliate from liability by
reason of gross negligence, willful malfeasance, bad faith in the performance of
such person's duties hereunder or by reason of reckless disregard of obligations
and duties hereunder. Notwithstanding any other provision of this Agreement, no
party shall be liable for any actions or omissions taken or made pursuant to
this Agreement unless such actions or omissions result from gross negligence,
willful malfeasance, or bad faith in the performance of such party's duties or
by reason of reckless disregard of obligations and duties hereunder.
(b) ACIM agrees to indemnify and hold harmless the Subadvisor and its
officers, directors, employees, agents, affiliates and each person, if any, who
controls the Subadvisor within the meaning of the Securities Act of 1933
(collectively, the "Indemnified Parties" for purposes of this Section 7(b))
against any losses, claims, expenses, damages or liabilities (including amounts
paid in settlement thereof) or litigation expenses (including legal and other
expenses) (collectively, "Losses"), to which the Indemnified Parties may become
subject, insofar as such Losses result from gross negligence, willful
malfeasance or bad faith in the performance by ACCP or ACIM of its respective
duties hereunder or reckless disregard by ACCP or ACIM of its respective duties
hereunder. ACIM will reimburse any legal or other expenses reasonably incurred
by the Indemnified Parties in connection with investigating or defending any
such Losses. ACIM shall not be liable for indemnification hereunder if such
Losses are attributable to the gross negligence, willful malfeasance or bad
faith of the Subadvisor in performing its obligations under this Agreement. ACIM
shall not be liable for special, consequential or incidental damages.
(c) The Subadvisor agrees to indemnify and hold harmless ACIM and ACCP,
and their respective officers, directors, employees, agents, affiliates and each
person, if any, who controls ACIM or ACCP within the meaning of the Securities
Act of 1933 (collectively, the "Indemnified Parties" for purposes of this
Section 7(c)) against any Losses to which the Indemnified Parties may become
subject, insofar as such Losses result from gross negligence, willful
malfeasance, or bad faith in performance by the Subadvisor or its affiliates of
their duties hereunder or reckless disregard by the Subadvisor or its affiliates
of their duties hereunder. The Subadvisor will reimburse any legal or other
expenses reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. The Subadvisor shall not be liable
for indemnification hereunder if such Losses are attributable to the gross
negligence, willful malfeasance or bad faith of ACIM or ACCP in performing their
obligations under this Agreement. The Subadvisor shall not be liable for
special, consequential or incidental damages.
(d) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 7, except to
the extent the indemnifying party shall have been prejudiced thereby. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(e) If the indemnifying party assumes the defense of any such action,
the indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgment in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
8. COMPENSATION.
(a) In consideration of the services rendered pursuant to this
Agreement, ACIM will pay the Subadvisor a per annum management fee (the
"Applicable Fee") as follows:
Name of Series Applicable Fee
-------------- --------------
American Century Real Estate Fund 0.425%
(b) On the first business day of each month, ACIM shall pay the
Subadvisor the Applicable Fee for the previous month. The fee for the previous
month shall be calculated by multiplying the Applicable Fee for the ACRE Fund by
the aggregate average daily closing value of the net assets of all classes of
the ACRE Fund 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 ACCP shall determine to
issue any additional series of shares for which it is proposed that the
Subadvisor serve as investment manager, and for which the Subadvisor desires to
so serve, ACCP, ACIM and the Subadvisor shall 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.
(d) The Subadvisor shall have no right to obtain compensation directly
from the ACRE Fund or ACCP for services provided hereunder and agrees to look
solely to ACIM for payment of fees due. Upon termination of this Agreement
before the end of a month, or in the event the Agreement begins after the
beginning of the month, the fee for that month shall be prorated according to
the proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
9. EXPENSES. The Subadvisor will bear all of its expenses in connection
with the performance of its services under this Agreement, which expenses shall
not include brokerage fees or commissions in connection with the execution of
securities transactions.
10. SERVICES TO OTHER COMPANIES OR ACCOUNTS. ACCP understands that the
Subadvisor or its affiliates now acts and will continue to act as investment
advisor to other clients and ACCP has no objection to the Subadvisor so acting.
In addition, ACCP understands that the persons employed by the Subadvisor to
assist in the performance of the Subadvisor's duties hereunder will not devote
their full time to such service and nothing contained herein shall be deemed to
limit or restrict the right of the Subadvisor or any affiliate of the Subadvisor
to engage in and devote time and attention to other business or to render
services of whatever kind or nature. Further, from time to time, the Subadvisor
may refer or introduce certain institutional investors and existing clients of
the Subadvisor and its affiliates to ACCP. ACCP understands that nothing herein
shall be deemed to limit or restrict the right of the Subadvisor, in the event
the Subadvisor's clients purchase shares of ACCP, to subsequently suggest or
induce such clients to redeem such shares and open a separate advisory account
with the Subadvisor.
11. TERM OF AGREEMENT. This Agreement shall become effective as of the
date first written above and shall continue until July 31, 2001 and thereafter
so long as such continuance is specifically approved at least annually by (i)
the Board of Directors of ACCP or (ii) a vote of a majority of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not interested
persons (as defined in the Investment Company Act) of any party to this
Agreement, by a vote cast at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty on 60 days' written
notice by (i) the Board of Directors of ACCP, (ii) by vote of holders of a
majority of the ACRE Fund's shares, (iii) by ACIM, or (iv) by the Subadvisor,
and will terminate automatically upon any termination of the investment
management agreement between ACCP and ACIM. This Agreement will terminate
automatically in the event of its assignment. The Subadvisor agrees to notify
ACCP of any circumstances that might result in this Agreement being deemed to be
assigned.
12. REPRESENTATIONS OF ACIM, THE SUBADVISOR AND ACCP.
(a) ACIM and the Subadvisor each hereby represents that it is
registered as an investment advisor under the Investment Advisers Act of 1940,
that it will use its reasonable best efforts to maintain such registration, and
that it will promptly notify the other if it ceases to be so registered, if its
registration is suspended for any reason, or if it is notified by any regulatory
organization or court of competent jurisdiction that it should show cause why
its registration should not be suspended or terminated. ACIM and the Subadvisor
each further represents that it is registered under the laws of all
jurisdictions in which the conduct of its business hereunder requires such
registration.
(b) ACCP and ACIM represent and warrant that (i) the appointment of the
Subadvisor has been duly authorized; and (ii) each of them has full power and
authority to execute and deliver this Agreement and to perform the services
contemplated hereunder, and such execution, delivery and performance will not
cause either to be in violation of its Articles of Incorporation, Bylaws, or any
material laws.
(c) The Subadvisor represents and warrants that (i) its service as
subadvisor hereunder has been duly authorized; (ii) it has full power and
authority to execute and deliver this Agreement and to perform the services
contemplated hereunder, and such execution, delivery and performance will not
cause it to be in violation of its organizational documents, its Bylaws or
material laws; (iii) it will at all times in the performance of its duties
hereunder act in conformity with the provisions of the Investment Company Act of
1940, the Investment Advisers Act of 1940, the Internal Revenue Code and all
other applicable federal and state laws and regulations, as the same may be
amended from time to time; and (iv) it has all controls necessary to perform its
obligations under and comply with the representations and warranties it made in
this Agreement.
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
14. LIMITATION OF LIABILITY. This Agreement has been executed on behalf
of ACCP by the undersigned officer of ACCP solely in his capacity as an officer
of ACCP.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter described herein.
16. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Subadvisor is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent ACCP or ACIM in any way, or otherwise be deemed to be an agent of ACCP
or ACIM.
17. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statue, rule or similar authority, the
remainder of this Agreement shall not be affected thereby.
18. 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 the Subadvisor:
J.P. Morgan Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Attention: Diane Minardi
To ACCP or ACIM:
American Century Investments
4500 Main Street
Kansas City, Missouri 64111
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in this
Section shall be deemed to have been delivered on receipt.
19. DISCLOSURE. Neither ACCP nor ACIM shall, without the prior written
consent of the Subadvisor, make representations regarding or reference the
Subadvisor or any affiliates in any disclosure document, advertisement, sales
literature or other promotional materials; provided, however, the Subadvisor
need not review or consent to any reference to its name only or any language
that it has previously approved for use in another document.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first written
above.
J.P. MORGAN INVESTMENT AMERICAN CENTURY CAPITAL
MANAGEMENT INC. PORTFOLIOS, INC.
By: By:
Name: Name:
Title: Title:
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By:
Name:
Title:
APPENDIX II
PROPOSED AMENDMENT TO MANAGEMENT AGREEMENT
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT ("Amendment") is made as
of the 1st day of January, 2000, 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").
WHEREAS, the Corporation and the Investment Manager are parties to that
certain Management Agreement dated August 1, 1997 ("Agreement"); and
WHEREAS, the parties hereto desire to enter into this Amendment to
revise the amount of compensation paid to the Investment Manager for one series
of shares.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:
1. Amendment of Management Fees. Section 6 of the Agreement is hereby
amended by deleting the fees shown for American Century Real Estate Fund and
replacing them as follows:
Name of Series Name of Class Applicable Fee Rate
-------------- ------------- -------------------
American Century Real Investor Class 1.20% first $100 million
Estate Fund 1.15% over $100 million
Institutional Class 1.00% first $100 million
.95% over $100 million
Advisor Class .95% first $100 million
.90% over $100 million
2. Continuation of Agreement. The Agreement shall continue in effect
with respect to the American Century Real Estate Fund, unless sooner terminated
as hereinafter provided, until July 31, 2001, 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
class of voting securities of each series 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.
3. Ratification and Confirmation of Agreement. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.
4. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment 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: By:
Name: Name:
Title: Title:
Attest:________________________ Attest:_________________________
Name: Name:
Title: Title:
<PAGE>
PROXY CARD (BACK)
Please indicate your vote by placing an "X" in the appropriate box below. The
Board of Directors recommends a vote "FOR" each proposal.
1. Approval of Subadvisory Agreement with J.P. Morgan Investment
Management Inc.
2. Approval of Amendment to Management Agreement with American
Century Investment Management, Inc.
PLEASE SIGN AND DATE THE FRONT OF THIS CARD
<PAGE>
PROXY CARD (FRONT)
American Century Real Estate Fund--[NAME OF CLASS]
(A series of American Century Capital Portfolios, Inc.)
PROXY Special Meeting of Shareholders, December 17, 1999 PROXY
This proxy is solicited on behalf of the Board of Directors of American
Century Capital Portfolios, Inc. and relates to proposals which apply to the
American Century Real Estate Fund. By signing below, I (we) appoint as proxies
David C. Tucker, David H. Reinmiller and Janet A. Nash and each of them (with
power of substitution) to vote for the undersigned all shares of common stock I
own in the Fund. The authority I am (we are) granting applies to the
above-referenced meeting and any adjournments of that meeting, with all the
power I (we) would have if personally present. The shares represented by this
proxy will be voted as instructed. Unless indicated to the contrary, this proxy
shall be deemed to grant authority to vote "FOR" all proposals relating to the
Company or the series or class, as applicable.
YOUR VOTE IS IMPORTANT. Please date and sign this proxy below and
either return it in the enclosed envelope to: American Century Investments, c/o
Proxy Tabulator, P.O. Box 9043, Smithtown, NY 11787-9831 or fax both sides to
1-888-796-9932. If you prefer, you can vote online at
http://vote.proxy-direct.com. This proxy will not be voted unless it is dated
and signed exactly as instructed on this card.
Control number: XXX XXXX XXXX XXX
If shares are held by an individual, sign your name
exactly as it appears on this card. If shares are
held jointly, either party may sign, but the name of
the party signing should conform exactly to the name
shown on this proxy card. If shares are held by a
corporation, partnership or similar account, the name
and the capacity of the individual signing the proxy
card should be indicated - for example: "ABC Corp.,
John Doe, Treasurer."
Sign exactly as name appears on this card.
------------------------------------------
------------------------------------------
Dated ______________________, 1999
