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:
_____ Preliminary Proxy Statement
_____ Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
__X__ 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>
[front cover]
[american century logo (reg.sm)]
American
Century
PROXY STATEMENT
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
OCTOBER 27, 1999
IMPORTANT VOTING INFORMATION INSIDE!
Table of Contents
LETTER FROM THE PRESIDENT ................................................. 1
PROXY STATEMENT SUMMARY ................................................... 2
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ................................. 4
DETAILED DISCUSSION OF PROXY ISSUES ....................................... 5
SHARE OWNERSHIP ........................................................... 7
PROPOSAL 1: APPROVAL OF NEW SUBADVISORY AGREEMENT
WITH J.P. MORGAN INVESTMENT MANAGEMENT INC ................................ 8
PROPOSAL 2: APPROVAL OF AMENDMENT TO MANAGEMENT AGREEMENT
WITH AMERICAN CENTURY INVESTMENT MANAGEMENT, INC .......................... 12
OTHER MATTERS ............................................................. 14
APPENDIX I: PROPOSED NEW SUBADVISORY AGREEMENT ............................ 15
APPENDIX II: PROPOSED AMENDMENT TO MANAGEMENT AGREEMENT ................... 27
Table of Contents American Century Investments
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 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., and
Saturdays 9 a.m. to 2 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 continued support.
Sincerely,
[signature of Robert C. Puff]
Robert C. Puff, Jr.
President and
Chief Investment Officer
Proxy Statement Letter from the President 1
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 more
detailed information contained elsewhere in this proxy statement. 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.
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 October 22, 1999.
Only shareholders who own shares on the record date 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 8.
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 12.
2 Proxy Statement Summary American Century Investments
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 https://vote.proxy-direct.com (you will need the control
number that appears on the right hand side of 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., and Saturdays 9 a.m. to 2 p.m. Central time.
Proxy Statement Proxy Statement Summary 3
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
4 Notice of Special Meeting of Shareholders American Century Investments
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. The Special Meeting will be held 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 investment manager (referred to in the
proxy statement as "ACIM"). 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 ACIM.
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 15, 1999, is: Investor Class, 102,829,208.97 votes,
Institutional Class, 24,784,523.08 votes and Advisor Class, 3,828,494.24 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 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
Proxy Statement Detailed Discussion of Proxy Issues 5
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 vote 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 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 America L.L.C. ("RREEF") is the fund's current
Subadvisor. The mailing address of RREEF is 875 N. Michigan Avenue, 41st Floor,
Chicago, Illinois 60611. J.P. Morgan Investment Management Inc. ("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.
6 Detailed Discussion of Proxy Issues American Century Investments
Share Ownership
The following table sets forth, as of the close of business on October 15,
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
- --------------------------------------------------------------------------------
Investor
Class Charles Schwab & Co. Inc. 2,743,895 30.97%
San Francisco, CA
Institutional
Class Charles Schwab & Co. Inc. 1,206,430 56.52%
San Francisco, CA
Lafayette College 375,367 17.59%
Easton, PA
Arntz Builders General Partnership 121,155 5.68%
Novato, CA
As of October 15, 1999, the officers and directors of the fund, as a group,
own less than 1% of the fund's outstanding shares.
Proxy Statement Share Ownership 7
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 that
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
8 Proposal 1 American Century Investments
significant minority owner of ACIM. RREEF has determined that its own
long-term interests would be best served by resigning as subadvisor 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 arrangement providing for
RREEF's resignation and the transfer to JPMIM of the portion of RREEF's 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 substantially 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
Proxy Statement Proposal 1 9
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 ABOUT JPMIM
JPMIM is a wholly owned subsidiary of J.P. Morgan & Co. Incorporated
("Morgan"), 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 $3,175,512 as of October 15, 1999. JPMIM receives a fee of 0.40%
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
- --------------------------------------------------------------------------------
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.
10 Proposal 1 American Century Investments
Morgan, through its subsidiary JPMAC Holdings Inc., owns approximately 47% of
American Century Companies, ACIM's parent company. This ownership interest
represents approximately 11% of the voting interest in American Century
Companies. The fund occasionally uses Morgan's brokerage subsidiary, J.P. Morgan
Securities Inc., as the broker for certain transactions. For the fiscal year
ended March 31, 1999, the aggregate commission paid to J.P. Morgan Securities
Inc. by the fund was $7,510, equal to 1.69% of the total commissions paid by
the fund during that period.
Proxy Statement Proposal 1 11
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
0.95% over $100 million
Advisor Class 0.95% first $100 million
0.90% over $100 million
As of October 15, 1999, the Investor Class assets are $102,829,208.97, the
Institutional class assets are $24,784,523.08 and the Advisor class assets are
$3,828,494,24.
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.
12 Proposal 2 American Century Investments
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 $1,680,860.47, approximately 1.2% less.
Proxy Statement Proposal 2 13
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
14 Other Matters American Century Investments
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
Proxy Statement Appendix I 15
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 execu-
16 Appendix I American Century Investments
tion 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
Proxy Statement Appendix I 17
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.
18 Appendix I American Century Investments
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
Proxy Statement Appendix I 19
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,
20 Appendix I American Century Investments
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.
Proxy Statement Appendix I 21
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
22 Appendix I American Century Investments
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. TERMS 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
Proxy Statement Appendix I 23
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.
24 Appendix I American Century Investments
17. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, 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.
Proxy Statement Appendix I 25
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 MANAGEMENT INC.
By:___________________________________
Name:
Title:
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
By:___________________________________
Name:
Title:
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:___________________________________
Name:
Title:
26 Appendix I American Century Investments
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 Investor Class 1.20% first $100 million
Real Estate Fund 1.15% over $100 million
Institutional Class 1.00% first $100 million
0.95% over $100 million
Advisor Class 0.95% first $100 million
0.90% 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
Proxy Statement Appendix II 27
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 PORTFOLIOS, INC.
By:___________________________________
Name:
Title:
Attest:_______________________________
Name:
Title:
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:___________________________________
Name:
Title:
Attest:_______________________________
Name:
Title:
28 Appendix II American Century Investments
[back cover]
9910
SH-BKT-18186
[recycled logo]
Recycled
[american century logo (reg.sm)]
American
Century
<PAGE>
AMERICAN CENTURY REAL ESTATE FUND - ADVISOR CLASS
(A series of American Century Capital Portfolios, Inc.)
[american century logo (reg.sm)]
American
Century
SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 17, 1999
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
in the enclosed envelope to: American Century Investments, c/o Proxy Tabulator,
P.O. Box 9043, Smithtown, NY 11787-9840 or fax both sides to 1-888-796-9932. If
you prefer, you can vote online at https://vote.proxy-direct.com. This proxy
will not be voted unless it is dated and signed exactly as instructed on this
card.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
CONTROL NUMBER: 999 9999 9999 999
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."
________________________________________________
Signature
________________________________________________
Signature of joint owner, if any
__________________________________________, 1999
Date 10176A
[BACK]
AMERICAN CENTURY REAL ESTATE FUND
Please indicate your vote by marking the appropriate box below. Example:
[X]. The Board of Directors recommends a vote "FOR" each proposal.
1. Approval of Subadvisory Agreement FOR AGAINST ABSTAIN
with J.P. Morgan Investment [ ] [ ] [ ]
Management Inc.
2. Approval of Amendment to Management [ ] [ ] [ ]
Agreement with American Century
Investment Management, Inc.
IMPORTANT
PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING
10176A-C
<PAGE>
[front]
AMERICAN CENTURY REAL ESTATE FUND - INVESTOR CLASS
(A series of American Century Capital Portfolios, Inc.)
[american century logo (reg.sm)]
American
Century
SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 17, 1999
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
in the enclosed envelope to: American Century Investments, c/o Proxy Tabulator,
P.O. Box 9043, Smithtown, NY 11787-9840 or fax both sides to 1-888-796-9932. If
you prefer, you can vote online at https://vote.proxy-direct.com. This proxy
will not be voted unless it is dated and signed exactly as instructed on this
card.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
CONTROL NUMBER: 999 9999 9999 999
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."
________________________________________________
Signature
________________________________________________
Signature of joint owner, if any
__________________________________________, 1999
Date 10176B
[BACK]
AMERICAN CENTURY REAL ESTATE FUND
Please indicate your vote by marking the appropriate box below. Example:
[X]. The Board of Directors recommends a vote "FOR" each proposal.
1. Approval of Subadvisory Agreement FOR AGAINST ABSTAIN
with J.P. Morgan Investment [ ] [ ] [ ]
Management Inc.
2. Approval of Amendment to Management [ ] [ ] [ ]
Agreement with American Century
Investment Management, Inc.
IMPORTANT
PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING
10176A-C
<PAGE>
AMERICAN CENTURY REAL ESTATE FUND - INSTITUTIONAL CLASS
(A series of American Century Capital Portfolios, Inc.)
[american century logo (reg.sm)]
American
Century
SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 17, 1999
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
in the enclosed envelope to: American Century Investments, c/o Proxy Tabulator,
P.O. Box 9043, Smithtown, NY 11787-9840 or fax both sides to 1-888-796-9932. If
you prefer, you can vote online at https://vote.proxy-direct.com. This proxy
will not be voted unless it is dated and signed exactly as instructed on this
card.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
CONTROL NUMBER: 999 9999 9999 999
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."
________________________________________________
Signature
________________________________________________
Signature of joint owner, if any
__________________________________________, 1999
Date 10176C
[BACK]
AMERICAN CENTURY REAL ESTATE FUND
Please indicate your vote by marking the appropriate box below. Example:
[X]. The Board of Directors recommends a vote "FOR" each proposal.
1. Approval of Subadvisory Agreement FOR AGAINST ABSTAIN
with J.P. Morgan Investment [ ] [ ] [ ]
Management Inc.
2. Approval of Amendment to Management [ ] [ ] [ ]
Agreement with American Century
Investment Management, Inc.
IMPORTANT
PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING
10176A-C
